EXHIBIT 10-1
SECTION(S) MARKED WITH "***" ARE REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT THAT WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDED AND RESTATED
NATURAL GAS STORAGE
MARKETING AND MANAGEMENT AGREEMENT
BETWEEN
NJR ENERGY SERVICES COMPANY
AND
eCORP MARKETING, LLC
AS OF JANUARY 9, 2002
TABLE OF CONTENTS
Page
----
ARTICLE 1: EFFECTIVE DATE AND TERM................................................................................2
ARTICLE 2: SCOPE OF SERVICES......................................................................................2
2.1 Scope of Services................................................................................2
2.2 Wholesale Trading................................................................................3
2.3 Guaranty.........................................................................................4
2.4 Performance of Services..........................................................................4
2.5 Long-Term Capacity Release to NJRES..............................................................4
2.6 Recall by eCORP Marketing of Released Tennessee Capacity.........................................4
ARTICLE 3: COMPENSATION...........................................................................................5
3.1 Pre-Development Phase............................................................................5
3.2 Development and Commercial Operating Phase Compensation..........................................5
3.3 System Software..................................................................................7
3.4 Status of Payments...............................................................................7
***
ARTICLE 4: AUTHORITY TO ENTER INTO NATURAL GAS SUPPLY AND TRANSPORTATION ARRANGEMENTS.............................7
ARTICLE 5: GUIDELINES.............................................................................................8
ARTICLE 6: RECORDS................................................................................................8
ARTICLE 7: CONFIDENTIAL INFORMATION...............................................................................8
7.1 Non-Disclosure...................................................................................8
7.2 Regulatory Disclosure............................................................................9
ARTICLE 8: INDEMNIFICATION/LIABILITY..............................................................................9
8.1 Indemnification..................................................................................9
8.2 Limitation of Liability.........................................................................10
8.3 Insurance.......................................................................................10
ARTICLE 9: FORCE MAJEURE.........................................................................................10
9.1 Force Majeure...................................................................................10
9.2 Performance.....................................................................................10
9.3 Continued Force Majeure.........................................................................11
i
ARTICLE 10: CURTAILMENTS.........................................................................................11
ARTICLE 11: CONTRACTUAL RELATIONSHIP.............................................................................11
ARTICLE 12: BUYOUT FEE...........................................................................................12
ARTICLE 13: BILLING AND PAYMENT..................................................................................12
13.1 Billing and Payment.............................................................................12
13.2 Information.....................................................................................13
ARTICLE 14: eCORP MARKETING PUT OPTION...........................................................................13
14.1 Gross Revenue Projection........................................................................13
14.2 Put Option......................................................................................14
14.3 Limitations.....................................................................................15
14.4 Termination of Put Option.......................................................................15
14.5 Conditions Precedent............................................................................15
ARTICLE 15: DEFAULT..............................................................................................16
15.1 Default.........................................................................................16
15.2 eCORP Marketing Default Event...................................................................16
15.3 NJRES Default Event.............................................................................17
ARTICLE 16: PUBLICITY............................................................................................18
16.1 Releases........................................................................................18
16.2 Articles........................................................................................18
ARTICLE 17: DISPUTE RESOLUTION...................................................................................18
17.1 Disputes........................................................................................18
17.2 Litigation......................................................................................18
17.3 Waiver of Trial by Jury.........................................................................18
ARTICLE 18: GENERAL..............................................................................................19
18.1 Obligations of the Parties......................................................................19
18.2 Notices.........................................................................................19
18.3 Binding Effect..................................................................................19
18.4 Entire Agreement................................................................................19
18.5 Amendment.......................................................................................19
18.6 Assignment......................................................................................20
18.7 Survival........................................................................................20
18.8 Governing Law...................................................................................20
18.9 Regulatory Matters..............................................................................20
18.10 Jurisdiction....................................................................................20
ii
EXHIBITS
Exhibit A - Risk Management Procedures
Exhibit B-1 - Put Option monthly prices - first year
Exhibit B-2 - Put Option monthly prices - subsequent years
Exhibit B-3 - Adjusted Put Option monthly prices - subsequent years
Exhibit B-4 - Adjusted Put Option monthly prices - subsequent years
Exhibit B-5 - Adjustment to Put Option monthly prices - subsequent years
Exhibit B-6 - Adjustment to Put Option monthly prices - first year
Exhibit C - Form of Guaranty
Exhibit D - Form of Notice of Agreements for Revenue Pool Assessment
Exhibit E - Calculation of Net Amount as to Wholesale Trading Transactions
LOCATIONS OF DEFINITIONS
Acceptable Credits Section 2.2(c)
Agreement Opening Paragraph
Amendment Recitals
Buyout Fee Article 12
Buyout Right Article 12
Capacity Release Agreement Recitals
CNYOG Recitals
Controlled Transportation Capacity Risk Management Procedures
Debtor Relief Laws Section 15.2(b)
Development Phase Section 3.2(a)
Direct Transactions Risk Management Procedures
eCORP Holding Recitals
eCORP Marketing Opening Paragraph
eCORP Marketing Default Event Section 15.2
Expert Section 17.4
First Valuation Period Section 14.2(a)
Force Majeure Section 9.1
LIBOR Section 2.2(c)
MOSI Section 3.3
NJRC Section 2.3
NJRC Guaranty Section 2.3
NJRES Opening Paragraph
NJRES Default Event Section 15.3
Operating Phase Section 3.2(a)
Original Agreement Recitals
Permitted Transactions Risk Management Procedures
Procedures Risk Management Procedures
iii
Pre-Development Phase Section 3.1
Proposed Second Amendment Recitals
Put Option Section 14.2
Released Tennessee Capacity Recitals
Revenue Pool Section 3.2(d)
Revenue Sharing Incentive Payments Section 3.2(d)
Risk Management Procedures Article 5
Sale Event Article 1
Senior Depositary Agreement Section 2.7
Senior Lenders Section 14.2(c)
Senior Loan Agreement Section 14.2(c)
Services Section 2.1
Stagecoach Project Recitals
Stagecoach Holding Article 1
Storage Capacity Recitals
Tennessee Recitals
Valuation Period Section 3.2(d)
West LB Section 2.7
Wholesale Trading Transactions Risk Management Procedures
iv
AMENDED AND RESTATED
NATURAL GAS STORAGE
MARKETING AND MANAGEMENT AGREEMENT
This AMENDED AND RESTATED NATURAL GAS STORAGE MARKETING AND MANAGEMENT
AGREEMENT (this "Agreement"), dated as of January 9, 2002, is by and between NJR
ENERGY SERVICES COMPANY, a New Jersey corporation ("NJRES"), and eCORP
MARKETING, LLC, a Delaware limited liability company and successor by merger to
eCORP MARKETING, LLC, a Nevada limited liability company ("eCORP Marketing").
WITNESSETH
WHEREAS, on October 11, 1998, NJRES and eCORP Holding, LLC a/k/a eCORP,
LLC ("eCORP Holding") entered into that certain Natural Gas Storage Marketing
and Management Agreement (the "Original Agreement") concerning the development
and marketing of the Stagecoach Natural Gas Storage Project located in Tioga
County, New York (the "Stagecoach Project") that is owned and operated by
Central New York Oil and Gas Company, LLC ("CNYOG");
WHEREAS, on July 10, 2000, NJRES, eCORP Holding and eCORP Marketing
entered into that certain Restatement and Amendment to Natural Gas Storage
Marketing and Management Agreement (the "Amendment") whereby eCORP Marketing was
substituted for eCORP as a party to the Original Agreement and certain
amendments were made to the Original Agreement;
WHEREAS, NJRES and eCORP Marketing have discussed, but never entered
into, a proposed Put Option and Second Amendment to Natural Gas Storage
Marketing and Management Agreement (the "Proposed Second Amendment");
WHEREAS, eCORP Marketing holds all of the firm storage capacity in the
Stagecoach Project (the "Storage Capacity");
WHEREAS, eCORP Marketing wishes to develop and implement a
comprehensive marketing plan for the Storage Capacity it holds in Stagecoach
Project, including but not limited to establishing the economic feasibility of
the Stagecoach Project and actively marketing the Storage Capacity to customers;
WHEREAS, NJRES through its key personnel has expertise in the
development, marketing and management of natural gas transportation and storage
assets and services;
WHEREAS, eCORP Marketing and NJRES (i) have heretofore effected a
long-term release to NJRES of an aggregate of 90,000 Dth per day of firm
transportation services pursuant to the Gas Transportation Agreement dated June
7, 2001, between eCORP Marketing and Tennessee Gas Pipeline Company
("Tennessee"; such services being hereinafter referred to as the "Released
Tennessee Capacity"), and (ii) contemporaneously herewith, are entering into a
Transportation Capacity Release Agreement (the "Capacity Release Agreement")
providing for the re-release of the Released Tennessee Capacity to eCORP
Marketing on the terms and conditions set forth therein; and
WHEREAS, eCORP Marketing and NJRES wish to amend and restate the
Original Agreement to incorporate the provisions and amendments contained in the
Amendment and the provisions and amendments contemplated by the Proposed Second
Amendment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereby agree as follows:
ARTICLE 1: EFFECTIVE DATE AND TERM
This Agreement shall be effective as of October 11, 1998, and shall
continue in force and effect until the first to occur of (i) termination in
accordance with Article 12 or 15 below, (ii) the occurrence of a Sale Event (as
hereinafter defined), or (iii) March 31, 2012. As used in this Agreement, the
term "Sale Event" shall mean (x) liquidation, dissolution, or winding-up of the
existence or business of eCORP Marketing and/or CNYOG, (y) closing of a sale of
Stagecoach Holding, LLC ("Stagecoach Holding") or its business, whether
structured as a merger or consolidation of Stagecoach Holding and/or any of
eCORP Marketing or CNYOG with or into any other entity, sale of all or
substantially all assets or equity interests of Stagecoach Holding, eCORP
Marketing and/or CNYOG, or otherwise, or (z) closing of a public offering of
securities of Stagecoach Holding or any of its subsidiaries (including eCORP
Marketing or CNYOG) registered pursuant to the Securities Act of 1933, as
amended.
ARTICLE 2: SCOPE OF SERVICES
2.1 Scope of Services. NJRES will assist eCORP Marketing in the
development and implementation of a comprehensive marketing plan for the
Stagecoach Project, assist in negotiating applicable agreements, and actively
manage and administratively monitor all natural gas storage and related
transportation services to be provided to eCORP Marketing's customers in
connection with the Stagecoach Project by providing the following (the
"Services") in accordance with applicable law and prudent industry practice:
(a) assisting eCORP Marketing in the performance of due diligence
to establish the economic feasibility of the Stagecoach
Project;
(b) assisting in the development of a marketing plan for the
Stagecoach Project;
(c) actively marketing the Storage Capacity and related services
to customers under contract terms and policies that conform to
the Risk Management Procedures referenced in Article 5 below
in an attempt to maximize revenues from the release of Storage
Capacity and related services;
(d) implementing and operating an accounting and tracking system
for billing purposes with respect to the Storage Capacity and
related services, sending invoices to storage customers and
remitting corresponding customer payments and
2
associated revenues directly to eCORP Marketing pursuant to
Section 2.7, and providing monthly written accounts receivable
and accounts payable reports to eCORP Marketing;
(e) providing assistance to eCORP Marketing in establishing an
administrative back room capability sufficient to enable eCORP
Marketing to monitor the marketing and trading activities
performed by NJRES under this Agreement on eCORP Marketing's
behalf;
(f) using NJRES's relationships with the interstate natural gas
pipeline companies that interconnect directly with the
Stagecoach Facility to negotiate appropriate interconnection
and related transportation arrangements with such pipelines,
or to make such other arrangements as may be required to
support the regulatory approval and successful marketing of
the Stagecoach Facility; and
(g) obtaining and maintaining all consents, licenses, approvals,
registrations, permits or other authorizations required by
applicable law to be held by NJRES for the performance of its
obligations under this Agreement and providing reasonable
support and cooperation to eCORP Marketing in its procurement
of all consents, licenses, approvals, registrations, permits
or other authorizations required by applicable law to be held
by it.
2.2 Wholesale Trading. The Services to be provided to eCORP Marketing
by NJRES shall also include the Wholesale Trading Transactions for the
Stagecoach Project that will provide for the sale, use or trading of Storage
Capacity and/or Controlled Transportation Capacity that is released or otherwise
made available by eCORP Marketing. eCORP Marketing will, subject to applicable
regulations, release Storage Capacity and Controlled Transportation Capacity to
the extent required to support Wholesale Trading Transactions as requested by
NJRES. Interest will be charged by NJRES to eCORP Marketing on transactions that
utilize NJRES' credit lines. Interest will be computed monthly using the *** on
the balance due from transactions with counterparties related to activities of
the Stagecoach Project for prior and current month sales, net of prior month
purchases for those counterparties with whom there are netting agreements and
net of current month purchases. Interest at the same rate will be charged
monthly on the margins required to be placed with financial counterparties to
support derivative transactions. Since credit risk is solely for the account of
eCORP Marketing as long as sales are made with Acceptable Credits (as such term
is defined in the Risk Management Procedures), NJRES will provide assistance in
determining a reasonable allowance for bad debts for eCORP Marketing. As used in
this Agreement, the term "LIBOR" means, with respect to each day during the
applicable period, the rate per annum equal to the rate determined by reference
to Page 3750 (or such other page as may replace that page) on the Dow Jones
Telerate (British Lenders Association Settlement Rate) as of 11:00 a.m., London,
England time two business days prior to the beginning of such period, for
delivery on the first day of such period for the number of days comprised
therein and in an amount comparable to the amount of the applicable obligation
of eCORP Marketing.
3
2.3 Guaranty. NJRES shall deliver at the closing of the financing
referred to in Section 14.5(a) below a guaranty in favor of eCORP Marketing of
NJRES's obligations hereunder by New Jersey Resources Corporation ("NJRC")
substantially in the form of Exhibit C (the "NJRC Guaranty"). The failure by
NJRES to deliver or maintain the NJRC Guaranty shall constitute a default of
this Agreement as provided in Section 15.3.
2.4 Performance of Services. eCORP Marketing acknowledges that NJRES is
engaged, and will continue to be engaged, in the region of the Stagecoach
Project and elsewhere, among other things, in buying and selling storage
capacity and related services for its own account and for the account of others,
and in furnishing services the same as or similar to the Services being provided
hereunder for its own benefit and for the benefit of others. Nothing in this
Agreement shall be construed to restrict NJRES's ability to engage in the
foregoing business activities or any others subject to NJRES's fiduciary
obligation to eCORP Marketing as a result of and with respect to its role as
agent to eCORP as described in Article 4. NJRES shall act in good faith in its
management and distribution of the various opportunities for the sale of Storage
Capacity and related services on behalf of eCORP Marketing in its performance of
the Services hereunder and NJRES's performance of the same or similar services
for its own benefit or on behalf of affiliates or other third parties.
2.5 Long-Term Capacity Release to NJRES. At such time as the Released
Tennessee Capacity is deemed to be commercially operational (currently projected
for January 15, 2002), eCORP Marketing and NJRES shall take all such actions as
may be required to effectuate on Tennessee's electronic bulletin board the
conversion of the long-term release to NJRES of the Released Tennessee Capacity
that has heretofore been effected into a long-term release to NJRES of the
Released Tennessee Capacity at a monthly reservation rate of $3.58 per Dth,
which release shall be (i) for a term coterminous with the term of the Gas
Transportation Agreement dated June 7, 2001 between eCORP Marketing and
Tennessee (the "GTA"), including any extensions of such term, and all rights to
extend the term of the GTA shall be exercisable by eCORP Marketing only at the
direction of and with the prior written consent of NJRES, and (ii) recallable by
eCORP Marketing on the terms specified in Section 2.6 below. NJRES agrees to
satisfy and perform all of shipper's obligations (including without limitation
payment obligations) under the replacement shipper firm service agreement as
well as Tennessee's applicable FERC Gas Tariff with respect to such released
capacity. *** NJRES agrees to and does hereby indemnify and hold harmless eCORP
Marketing and its successors, assigns, officers, directors, agent and employees
from and against any and all losses, damages, liabilities, injuries, costs and
expenses (including without limitation attorneys' fees) due to or arising out of
any breach of its obligations pursuant to this Section 2.5. eCORP Marketing
agrees to and does hereby indemnify and hold harmless NJRES and its successors,
assigns, officers, directors, agent and employees from and against any and all
losses, damages, liabilities, injuries, costs and expenses (including without
limitation attorneys' fees) due to or arising out of any breach of its
obligations pursuant to this Section 2.5.
2.6 Recall by eCORP Marketing of Released Tennessee Capacity. Upon any
termination of this Agreement prior to March 31, 2012, eCORP Marketing shall
have the right to recall the Released Tennessee Capacity upon the provision to
NJRES of written notice given prior to the effective date of such termination.
eCORP Marketing's recall of the Released
4
Tennessee Capacity shall be effective immediately upon expiration of the notice
period specified in the preceding sentence, or at such other time as may be
mutually agreed to by the parties and consistent with Tennessee's applicable
FERC Gas Tariff then in effect; provided, however, that the effective date of
the recall with respect to any portion of the Released Tennessee Capacity that
is subject to a Controlled Transportation Capacity transaction shall be the day
following the termination date of such transaction.
2.7 Customer Payments. Any and all payments by customers with respect
to Direct Transactions shall be paid by customers directly to CNYOG (in
accordance with the Depositary and Trust Agreement among CNYOG, eCORP Marketing,
Westdeutsche Landesbank Girozentrale, New York Branch ("West LB") and Wilmington
Trust Company, dated as of January 9, 2002 (the "Senior Depositary Agreement"))
except for payments as to Controlled Transportation Capacity which are subject
to the payment mechanisms set forth in the FERC Gas Tariff of Tennessee. Any and
all payments by customers with respect to Wholesale Trading Transactions shall
be paid by customers to NJRES and NJRES shall account for and remit such
payments to eCORP Marketing (in accordance with the terms of the Senior
Depositary Agreement) within three business days of receipt to the extent net
amounts are owed to eCORP Marketing as determined pursuant to Exhibit E. NJRES
shall not be entitled to deduct any other amounts, including without limitation,
payments due and owing to NJRES hereunder from the revenues it receives on
behalf of eCORP Marketing with respect to Wholesale Trading Transactions.
ARTICLE 3: COMPENSATION
3.1 Pre-Development Phase. The "Pre-Development Phase" of the
Stagecoach Project is that period beginning with the initial site selection
and/or the execution of an initial acquisition or storage development agreement,
and continuing until the Stagecoach Project has been developed sufficiently to
enable the filing of an application at the FERC seeking approval to construct or
enhance storage. The Pre-Development Phase shall be deemed completed as of the
date of the filing of such application. During the Pre-Development Phase, the
services to be provided by NJRES shall be regarded as a part of NJRES' on-going
business development. Therefore, NJRES will not be compensated for any expenses
it incurs in connection with providing Pre-Development Phase services unless
eCORP Marketing shall have agreed in writing to compensate NJRES for certain
extraordinary expenses in advance of NJRES' incurring such expenses.
3.2 Development and Commercial Operating Phase Compensation.
(a) Definitions and Estimated Service Values. Following the
completion of the Pre-Development Phase upon the filing by
eCORP (or its affiliates) with FERC of an application for
certificate of public convenience and necessity, the
"Development Phase" will begin. Once the construction of the
Stagecoach Project is completed as evidenced by written
certification from CNYOG that the Stagecoach Project is ready
for operation, the "Operating Phase" will begin. During both
the Development Phase and the Operating Phase, the parties
hereto agree that NJRES
5
shall be entitled to compensation and expense reimbursement as
provided in subsections (b), (c) and (d) below.
(b) Expense Reimbursement. During the term of this Agreement eCORP
Marketing will be obligated to reimburse NJRES for its
reasonable and documented out-of-pocket expenses incurred in
connection with its storage marketing activities. Such
expenses will include, without limitation, airfare, hotels,
telephone, car rentals, postage, overnight delivery services
and printing. Absent the prior written consent of eCORP
Marketing, eCORP Marketing's obligation to reimburse such
expenses shall be limited to *** per calendar year. The
parties hereto agree that NJRES may incur software expenses
during the Development Phase and Operating Phase and that such
expenses may be recovered by NJRES from eCORP Marketing by
mutual agreement between NJRES and eCORP Marketing.
(c) Software/Backroom Tool Expenses Fee. Commencing August 1, 2001
and continuing for the remaining term of this Agreement, eCORP
Marketing will pay NJRES *** per month for providing Services
hereunder, including software and backroom tools necessary to
provide the Services.
(d) Revenue Sharing Incentive Payments.
In addition to the compensation set forth above, NJRES will
receive incentive payments ("Revenue Sharing Incentive
Payments") based on a "Revenue Pool" calculated for each
Valuation Period (as hereinafter defined) as follows: (i) all
revenues of eCORP Marketing generated through Permitted
Transactions, (ii) revenue generated from transactions
completed by CNYOG pursuant to its FERC Gas Tariff (except
revenues paid to CNYOG pursuant to the storage services
agreement contemplated by Precedent Agreement with eCORP
Marketing, dated as of November 17, 1999), and (iii) revenue
provided by NJRES pursuant to the provisions of Article 14
hereof, provided that each such transaction is in compliance
with the Risk Management Procedures adopted pursuant to
Article 5 hereof; less (iv) transportation/storage variable
fees (but not demand fees) with respect to Controlled
Transportation Capacity and transportation/storage variable
fees and demand fees with respect to all other pipeline
transportation capacity; and less (v) the purchase price of
the natural gas commodity necessary to generate such revenues
which is purchased by or on behalf of eCORP Marketing.
The Revenue Sharing Incentive Payments for each Valuation
Period shall be determined as follows:
***
The annual period for calculating the Revenue Sharing
Incentive Payments (the "Valuation Period") will be April 1
through March 31 of each year, beginning
6
with April 1, 2002. The Revenue Sharing Incentive Payments
shall be paid to NJRES no later than the May 25th following
the last day of each applicable Valuation Period; provided,
that, in the event any accrued revenue included in the
applicable Revenue Pool has not been collected as of such
date, NJRES shall defer its right to receive that portion of
the Revenue Sharing Incentive Payment attributable thereto
until such time as such accrued but uncollected revenue is
collected. Any amounts not paid by the date due shall bear
interest ***.
In the event that in any Valuation Period, NJRES is not paid a
minimum of *** in Revenue Sharing Incentive Payments, the
shortfall will bear interest at a rate equal to ***. This
shortfall and interest must be paid in the following year in
addition to the current year's incentive payment. In the event
a Sale Event occurs, this shortfall and interest will be paid
upon the closing of such sale as an accrued expense.
(e) eCORP Marketing shall pay to NJRES a fee of *** per month. Any
amounts not paid by the 25th day of the month shall bear
interest ***.
3.3 System Software. For system infrastructure eCORP Marketing will pay
NJRES *** on September 1, 2000 and receive the Multi-Option Systems, Inc.
("MOSI") gas management system source code and any data that may be contained in
such gas management system on behalf of eCORP Marketing. NJRES will provide a
current copy of the source code and data each month thereafter by the tenth
(10th) day of the month. The MOSI source code and associated data furnished by
NJRES to eCORP Marketing may be used only by eCORP Marketing and its affiliates.
eCORP Marketing may not sell or transfer such intellectual property to a third
party without the prior written consent of NJRES. In no event shall NJRES or
MOSI, developer of the software system, be liable to eCORP for any direct,
indirect, special, exemplary, incidental, punitive or consequential damages
arising from the performance or nonperformance of the MOSI gas management
system, including, but not limited to, lost profits, lost data, loss of the gas
management system or any associated equipment or software, or cost of substitute
facilities, equipment, software or services. NJRES shall have no obligation to
provide any future upgrades or support of any kind with respect to the MOSI gas
management system.
3.4 Status of Payments. As of the date hereof, NJRES and eCORP
Marketing stipulate and agree that as of the date of this Agreement there are no
payments due and owing to NJRES pursuant to this Agreement, except with respect
to payments required by Section 3.2(c) in the amount of ***.
***
ARTICLE 4: AUTHORITY TO ENTER INTO NATURAL GAS SUPPLY AND
TRANSPORTATION ARRANGEMENTS
Subject to the conditions and limitations set forth in the Risk
Management Procedures, in order to conduct Wholesale Trading Transactions and
the business of purchasing gas and/or arranging for and scheduling the
transportation of natural gas for or on behalf of eCORP
7
Marketing or designated third-parties in connection with the services to be
provided by NJRES under this Agreement, NJRES may be required from time-to-time
to obligate eCORP Marketing to make certain payments for the supply of natural
gas and related transportation services, or to otherwise bind eCORP. eCORP
hereby gives NJRES, and NJRES hereby accepts, authority to act as eCORP's agent
for the limited purpose of entering into Permitted Transactions (as such term is
defined in the Risk Management Procedures) without the prior approval of eCORP
Marketing, and committing eCORP Marketing accordingly; provided, however, that
NJRES shall exercise such authority strictly in accordance with the Risk
Management Procedures adopted in accordance with Article 5 below. eCORP
Marketing will not be liable for or have any responsibility with respect to any
transactions or commitments entered into by NJRES on behalf of eCORP Marketing
in contravention of such Risk Management Procedures. In such event, NJRES agrees
to indemnify, defend and hold eCORP Marketing harmless against all claims,
actions, loss, damage, liabilities and expenses (including attorney's fees)
arising from or as a result of NJRES's violation of said Risk Management
Procedures; provided, however, that NJRES shall not be liable to eCORP Marketing
for any penalties or costs imposed upon or losses incurred by eCORP Marketing as
a result of any transaction wherein NJRES acted in good faith and within the
Risk Management Procedures in all material respects with respect to such
transaction.
ARTICLE 5: GUIDELINES
NJRES and eCORP have mutually agreed upon certain guidelines with
respect to the sale, use and trading of the Storage Capacity and Controlled
Transportation Capacity and related services and the management of risks
associated therewith which are set forth in Exhibit A (the "Risk Management
Procedures"). In connection with its provision of Services to eCORP Marketing
under this Agreement, NJRES will conduct and account for all business
transactions related to the Storage Capacity pursuant to the Risk Management
Procedures.
ARTICLE 6: RECORDS
NJRES shall maintain and make available to eCORP Marketing complete and
accurate accounts and records of all transactions conducted by it on behalf of
eCORP Marketing. Such records shall include, but not be limited to, copies of
all invoices, receipts, correspondence and reports relating to the Services or
any other service provided by NJRES hereunder. All such records shall be
maintained either in hard copy or such other acceptable medium by NJRES for a
minimum period of five (5) years from the date of the respective transaction.
Upon reasonable notice and during regular business hours, NJRES shall provide
unrestricted access to all such records to eCORP Marketing or anyone authorized
by eCORP Marketing including a representative of the Senior Lenders (as
hereinafter defined).
ARTICLE 7: CONFIDENTIAL INFORMATION
7.1 Non-Disclosure.
(a) Neither party hereto (a "Receiving Party") shall permit any
information which it receives, which is specifically and
conspicuously identified by the other party (the
8
"Disclosing Party") as proprietary and confidential (by stamp,
legend or otherwise) ("Confidential Information"), to be
disclosed or communicated to any other entity which is not a
party to this Agreement, without (i) the prior written consent
of the Disclosing Party claiming the information as
proprietary, or (ii) fulfilling such conditions as such party
may describe; provided, however the Receiving Party may
disclose such information to its counsel, accountants or other
representative or to a potential lender, in which case the
Receiving Party shall cause such person not to disclose the
Confidential Information except to the extent permitted
herein.
(b) The restrictions set forth in Section 7.1(a) hereof shall
apply to this Agreement and the terms and conditions thereof
but shall not apply to information which (i) is contained in a
publicly disclosed printed publication bearing a date prior to
the date of this Agreement; (ii) becomes publicly known
otherwise than through a wrongful act of the receiving party;
(iii) is in the possession of the receiving party prior to
receipt from the disclosing party or is independently
developed by the receiving party, provided that the person or
persons developing same have not had access to such
information; (iv) is rightfully obtained without restriction
by the receiving party from a third party who has the right to
make such disclosure; or (v) is released to anyone without
restriction by the disclosing party.
The receiving party shall not be liable for any inadvertent disclosures
made in spite of using the same standard of care which it uses to protect its
own proprietary or confidential information, provided that upon discovery of
such disclosure or use, it shall promptly notify the disclosing party and shall
immediately use its best efforts to prevent any further inadvertent disclosure
or use.
7.2 Regulatory Disclosure. If the receiving party is required by a
federal, state or local governmental agency or a court of competent jurisdiction
to disclose information which includes the disclosing party's confidential
information, the receiving party shall notify the disclosing party of such
required disclosure as soon as practicable prior to the time such disclosure is
to be made in order to allow the disclosing party adequate time to prevent or
restrict the disclosure of its confidential information. Except for the
notification required by the preceding sentence, nothing herein shall require
the receiving party to participate in or cooperate with the disclosing party to
prevent disclosure.
ARTICLE 8: INDEMNIFICATION/LIABILITY
8.1 Indemnification. NJRES hereby agrees to indemnify and defend eCORP
Marketing, its officers, directors, partners, agents, and employees against all
claims, loss, damage, expense and liability to third persons (including NJRES's
own employees) arising out of, resulting from, based upon, or proximately caused
by the negligent acts or willful misconduct of NJRES or anyone acting under its
direction or control or in its behalf. Except as otherwise provided in Article 4
hereof, eCORP Marketing hereby agrees to indemnify and defend NJRES, its
affiliates, officers, directors, partners, agents, and employees against all
claims, loss, damage, expense and liability to third persons (including eCORP
Marketing's own employees) incurred
9
without NJRES's negligence or willful misconduct arising out of or in connection
with the Stagecoach Project and/or the performance of NJRES's duties hereunder.
Each party hereto shall furnish the other party with written notification (as
soon as possible, but in no event later than ten (10) days prior to the time any
response is required by law) after such party becomes aware of any event or
circumstances, or the threat thereof, which might give rise to such
indemnification. At the indemnified party's request, the indemnifying party
shall defend any suit asserting a claim covered by this indemnity and shall pay
all costs and expenses (including the cost of investigation and attorney's fees
and expenses) that may be incurred in enforcing this indemnity. The indemnified
party may, at its own expense, retain separate counsel and participate in the
defense of any such suit or action.
8.2 Limitation of Liability. In no event, including any event for which
either party hereto has agreed to indemnify the other party, shall either party,
or its affiliates, officers, agents, directors, partners or employees be liable
to the other party, its affiliates, agents, officers, directors, partners or
employees for incidental, special, indirect, punitive or consequential damages
of an economic (e.g., lost profits) nature connected with or resulting from
performance or non-performance of this Agreement. The indemnification
obligations set forth in this Agreement shall survive the termination of this
Agreement.
8.3 Insurance. eCORP Marketing shall at all times maintain public
liability insurance covering the Stagecoach Project and the activities
contemplated by this Agreement which shall name NJRES as an additional insured.
Such insurance shall be obtained from insurers reasonably acceptable to NJRES
and shall provide for liability coverage in an amount appropriate for an
undertaking of this nature, which amount shall be sufficient to prudently cover
the liability risks of the Stagecoach Project and the activities contemplated by
this Agreement, and which amount shall be mutually agreed to by the parties
prior to the commencement of the Development Stage. Upon request of NJRES, eCORP
Marketing shall provide to NJRES certificates of insurance evidencing such
insurance.
ARTICLE 9: FORCE MAJEURE
9.1 Force Majeure. The term "Force Majeure" as used herein means
occurrences beyond the reasonable control of and without the fault or negligence
of the party claiming Force Majeure, including but not limited to acts of God,
strike or other labor dispute, flood, earthquake, storm, fire, lightning,
epidemic, war, riot, civil disturbance, sabotage, acts of public enemy, change
in law or applicable regulation subsequent to the date hereof and action or
inaction by any federal, state or local legislative, executive, administrative
or judicial agency or body which, in any of the foregoing cases, by exercise of
due foresight such party could not reasonably have been expected to avoid, and
which, by exercise of due diligence, it is unable to overcome.
9.2 Performance. Except for the obligations of either party to make any
required payments including, without limitation, obligations under this
Agreement and payment for services previously performed, the Parties shall be
excused from performing their respective obligations under this Agreement and
shall not be liable in damages or otherwise if and to the extent that they are
unable to so perform or are prevented from performing by a Force Majeure,
provided that:
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(a) the non-performing party, as promptly as practicable after the
occurrence of the Force Majeure, but in no event later than
seven (7) days thereafter, gives the other party written
notice describing the particulars of the occurrence;
(b) the suspension of performance is of no greater scope and of no
longer duration than is reasonably required by the Force
Majeure;
(c) the non-performing party uses its best efforts to remedy its
inability to perform; and
(d) as soon as the non-performing party is able to resume
performance of its obligations excused as a result of the
occurrence, it shall give prompt written notification thereof
to the other party.
9.3 Continued Force Majeure.
(a) Either party may terminate this Agreement upon ten (10) days
written notice if an event of Force Majeure hereunder prevents
either party from substantial performance of its respective
obligations hereunder for a period of six (6) consecutive
months.
(b) Upon termination of this Agreement as provided for in
subsection (a) above, the parties shall have no further
liability or obligation to each other except for (i) any
obligation arising prior to the date of such termination and
(ii) payment of any and all amounts outstanding on the date
the Force Majeure event occurred.
ARTICLE 10: CURTAILMENTS
As set forth in Section 2.2 and Article 4 hereof, NJRES may, as agent
for eCORP Marketing, make arrangements for daily supplies and/or transportation
of natural gas in connection with Wholesale Trading Transactions. In the event
an interstate pipeline company, local distribution company, supplier of natural
gas, or other third-party reduces, curtails or interrupts the supply and/or
transportation of such natural gas as contracted for by NJRES in its capacity as
agent for eCORP Marketing, NJRES shall reasonably attempt to alleviate such
reduction, curtailment or interruption. However, in no event shall NJRES be
obligated to provide eCORP Marketing with such daily supplies and/or
transportation. If such reduction, curtailment or interruption cannot be
alleviated through NJRES's reasonable efforts, eCORP Marketing may directly
pursue its recourse and remedies against any third party responsible for said
matters.
ARTICLE 11: CONTRACTUAL RELATIONSHIP
In performing the Services set forth herein, NJRES shall operate as and
shall have the status of an independent contractor and, except as specifically
set forth in Section 2.2 and Article 4 hereof or as may be agreed to by the
parties, shall not act as or be an agent or employee of eCORP Marketing. The
relationship between eCORP Marketing and NJRES, for purposes of
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this Agreement, shall be that of "customer" and "independent contractor." This
Agreement shall not be construed to create a partnership or joint venture
relationship between the parties.
ARTICLE 12: BUYOUT FEE
eCORP Marketing may elect in its sole discretion to terminate this
Agreement at any time during the term hereof by exercising a buyout right (the
"Buyout Right") for a fee in the amount of *** (the "Buyout Fee"); provided,
that the Buyout Fee shall be increased by the additional amount set forth below
in the event eCORP Marketing exercises its recall rights under Section 2.6
above:
***
eCORP Marketing may exercise the Buyout Right by providing written
notice of termination to NJRES at least ninety (90) days prior to the end of any
Valuation Period. Such termination shall be effective as of the end of such
Valuation Period in which the notice is given. The Buyout Fee must be paid by
eCORP Marketing to NJRES on or prior to the last day of such Valuation Period.
Should eCORP Marketing exercise its Buyout Right and terminate this
Agreement, NJRES will be entitled to receive all of its Revenue Sharing
Incentive Payments and other compensation provided for in Article 3 which is
earned during the Valuation Period in progress at the time the Buyout Right
notice is given and all prior Valuation Periods. Upon the effectiveness of any
termination pursuant to the Buyout Right, all of the rights and obligations of
the parties hereunder will terminate, including pursuant to the provisions of
Article 14 hereof, except as otherwise provided herein.
In addition to the foregoing, the Buyout Fee shall be payable to NJRES
upon the closing of any Sale Event. Upon such closing, NJRES will be entitled to
receive all of its Revenue Sharing Incentive Payments and other compensation
provided for in Article 3 which is earned during the Valuation Period in
progress at the time the Buyout Right notice is given through the end of such
Valuation Period and all prior Valuation Periods. Upon such closing, all of the
rights and obligations of the parties hereunder will terminate, including
pursuant to the provisions of Article 14 hereof, except as otherwise provided
herein.
The Buyout Fee shall be due and payable upon termination of this
Agreement; provided, however, that it shall be reduced by *** in the event of
termination under Section 15.3 of this Agreement.
ARTICLE 13: BILLING AND PAYMENT
13.1 Billing and Payment.
(a) NJRES Invoice. As soon as practicable after the end of each
month, NJRES shall invoice eCORP Marketing for all
compensation due for the preceding month under Section 2.2 and
Article 3 of this Agreement. Such monthly invoice shall set
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forth the applicable monthly fixed compensation charge in
accordance with Sections 3.2(c) hereof and any amounts due to
NJRES pursuant to Sections 2.2 and 3.2(b). NJRES shall invoice
eCORP Marketing separately as necessary with respect to
compensation due to NJRES, if any, pursuant to Sections
3.2(d).
(b) Payment. Payment of any invoice shall be made within ten (10)
days of receipt thereof except in the event of a good faith
dispute which shall be resolved pursuant to Article 17.
Payment may be made by wire transfer. Except as otherwise
provided herein, a late payment penalty shall accrue on any
amounts not timely paid by eCORP Marketing at the rate of one
percent (1%) per month from the date due until the date paid.
13.2 Information. During the term of this Agreement and for a period of
five (5) years thereafter, each party shall have the right, during business
hours and upon reasonable notice, to examine the books, records and charts of
the other party to the extent necessary to verify the accuracy of any statement,
charge or computation made pursuant to this Agreement. If any such examination
or other review or information reveals any inaccuracy in any prior invoice,
necessary adjustments will be made, provided that no adjustments shall be made
more than two (2) years after any such invoice was received. In addition, a
party may set-off against future payments, any payments such party is entitled
to receive as a result of adjustments to prior invoices.
ARTICLE 14: eCORP MARKETING PUT OPTION
14.1 Gross Revenue Projection. On the last day of each calendar month
and, in any event, no later than at least sixty (60) business days prior to the
Expected Commercial Operation Date with respect to the Valuation Period
beginning April 1, 2002, and by October 1 of each year as to the Valuation
Period commencing on the following April 1 and as to all subsequent Valuation
Periods, NJRES shall provide notice to eCORP Marketing of the value of all
Direct Transactions and Wholesale Transactions (as defined in the Risk
Management Procedures) then in effect which are to be taken into account in
connection with the assessment of the projected Revenue Pool for the applicable
Valuation Period. Such notice shall be in the format of Exhibit D ("Proposed
Statement") attached hereto. Within five (5) business days of receipt of the
Proposed Statement, eCORP Marketing shall provide, in writing, any comments with
respect to accuracy of the Proposed Statement or confirm, in writing, that the
Proposed Statement is acceptable. If agreed upon, the Proposed Statement will
become the final statement of the projected Revenue Pool (the "Final Statement")
for the purposes of this Article 14. If the parties are unable to agree on the
Final Statement by such date, such dispute shall be resolved pursuant to Section
17.4. For purposes of this Section 14.1, there shall be included in the
calculation of the projected Revenue Pool only those Wholesale Trading
Transactions at the time of calculation the value of which are fixed and
determined through the date of their liquidation and that will close in the
applicable Valuation Period. For the purposes of this Section 14.1, the term
"Expected Commercial Operation Date" shall mean March 31, 2002 or such later
date on which commercial operations of the Stagecoach Project is expected to
occur, as designated by eCORP Marketing in a written notice to NJRES. eCORP
Marketing agrees in order for the Put Option to be effective for the following
calendar month, eCORP Marketing must exercise such option no
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later than the 23rd day of the previous month. In no event will the Put Option
be exercised in arrears.
14.2 Put Option. Each right of eCORP Marketing to cause NJRES to
purchase services under this Section 14.2 is referred to in this Agreement as a
"Put Option."
(a) If the amount set forth in the Final Statement for the
Valuation Period beginning April 1, 2002 and ending March 31,
2003 (the "First Valuation Period"), is less than $18,000,000,
as determined pursuant to Section 14.1 hereof, eCORP Marketing
shall have the one-time right, exercisable on or before
February 28, 2003, to cause NJRES to purchase for NJRES's own
account and benefit available firm storage and transportation
services at monthly prices defined in Exhibit B-1 so as to
cause the amount of the projected Revenue Pool for such period
to reach $18,000,000; provided, that, if eCORP Marketing does
not exercise such Put Option in writing by May 30, 2002, (i)
the monthly unit prices reflected in Exhibit B-2 will used in
lieu of those set forth in Exhibit B-1 and (ii) such Exhibit
B-2 monthly unit prices will be adjusted, only for the First
Valuation Period, as provided in Exhibit B-6. If eCORP
Marketing does not exercise such Put Option in writing by
February 28, 2003, such Put Option shall be deemed waived only
for the First Valuation Period.
(b) If the amount set forth in the Final Statement for any
Valuation Period after the First Valuation Period is less than
$22,000,000, as determined pursuant to Section 14.1 hereof,
eCORP Marketing shall have the right to cause NJRES to
purchase for NJRES's own account and benefit available firm
storage and transportation services at monthly prices defined
in Exhibit B-2 so as to cause the amount of the projected
Revenue Pool for such period to reach $22,000,000. If eCORP
Marketing does not exercise its Put Option by the preceding
November 30 with respect to all subsequent Valuation Periods
after the First Valuation Period, the Put Option shall be
deemed waived only for the next following Valuation Period.
(c) Upon the receipt by NJRES of an Actual Performance Certificate
from eCORP Marketing certifying working gas capacity for the
Stagecoach Project equal to or greater than 9.0 Bcf but less
than 10.0 Bcf, Exhibit B-2 hereto will be replaced by Exhibit
B-3 hereto on the following November 30 for the following and
all subsequent Valuation Periods. Upon the receipt by NJRES of
an Actual Performance Certificate from eCORP Marketing
certifying working gas capacity for the Stagecoach Project
equal to or greater than 10.0 Bcf but less than 11 Bcf,
Exhibit B-2 or B-3 hereto (as the case may be) will be
replaced by Exhibit B-4 hereto on the following November 30
for the following and all subsequent Valuation Periods. Upon
the receipt by NJRES of an Actual Performance Certificate from
eCORP Marketing certifying working gas capacity for the
Stagecoach Project equal to or greater than 11.0 Bcf, Exhibit
B-2, B-3 or B-4 hereto (as the case may be) will be replaced
by Exhibit B-5 hereto on the following November 30 for the
following and all subsequent Valuation Periods. As used
herein, the term "Senior Loan Agreement" shall mean that
certain
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Construction and Term Loan Agreement among CNYOG, eCORP
Marketing, the Senior Lenders and the Administrative Agent,
dated as of January 9, 2002 and the term "Senior Lenders"
shall mean the lenders thereunder.
14.3 Limitations. NJRES's obligations under this Article 14 shall not
be construed as a guarantee of the amount of the Revenue Pool. In the event the
Put Option is exercised with respect to a Valuation Period, NJRES shall be
obligated only to purchase services at the applicable monthly prices defined in
Exhibit B-1, B-2, B-3, B-4, B-5 or B-6 (as applicable) to the extent such
services are reasonably available during such Valuation Period. In the event
such services are not available because of a lack of storage capacity, lack of
transportation services or other reasons so as to allow the Revenue Pool to
reach the stated levels, the obligation of NJRES under this Article 14 shall be
limited to the extent such services are available. In addition, in no event
shall NJRES be required to purchase or pay for a service that is not deemed
commercially operational by FERC and, in the event a service which is eligible
for inclusion in the Revenue Pool is not deemed commercially operational by
FERC, the obligation of NJRES under this Article 14 shall be adjusted
accordingly. For purposes of Section 2(f) of the Original Sheet 100 of CYNOG's
FERC Gas Tariff, eCORP Marketing shall be responsible for all base gas
requirements of the Stagecoach Project with respect to the transaction to
purchase services by which the Put Option is accomplished. In the event of any
conflict between the provisions of this Section 14.3 and any other provisions of
this Agreement, the provisions of this Section 14.3 shall control.
14.4 Termination of Put Option. Commencing on the date which is three
years after the date hereof, NJRES shall have the right upon no less than one
year's notice to acquire the Senior Lenders' position under eCORP Marketing's
Senior Loan Agreement from such Senior Lenders by satisfying in full all of the
obligations of eCORP Marketing and CNYOG to such Senior Lenders to the
reasonable satisfaction of such Senior Lenders. If NJRES acquires eCORP
Marketing's Senior Loan Agreement, the provisions of this Article 14 shall
terminate and NJRES's position thereunder shall be subordinate to the senior
subordinated debt and preferred units issued pursuant to the Securities and Note
Purchase Agreement between Stagecoach Holding and AIG Highstar Capital, L.P.
14.5 Conditions Precedent.
This Article 14 shall not become effective unless and until eCORP
Marketing notifies NJRES in writing that:
(a) Financing has been obtained by CNYOG for the completion of the
construction of the Stagecoach Project so that it can be
reasonably expected to become commercially operational before
April 1, 2002; and
(b) The Senior Lenders providing financing for the Stagecoach
Project have approved this Agreement.
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If NJRES does not receive such written notice by 5:00 PM Central Time
on February 1, 2002, that both of the above conditions have been met, then this
Article 14 shall be of no force or effect and the Agreement shall remain in full
force and effect without this Article 14.
ARTICLE 15: DEFAULT
15.1 Default. Upon the occurrence of an eCORP Marketing Default Event
(as hereinafter defined) that continues beyond any applicable cure period, NJRES
may, in its sole discretion and upon notice to eCORP Marketing, terminate either
(a) its obligations under Article 14 hereof or (b) this Agreement. Upon the
occurrence of an NJRES Default Event (as hereinafter defined) that continues
beyond any applicable cure period, eCORP Marketing may, in its sole discretion
and upon notice to NJRES, terminate this Agreement. The parties hereto hereby
retain any and all other remedies available at law or in equity.
15.2 eCORP Marketing Default Event. As used in this Agreement, the term
"eCORP Marketing Default Event" shall mean any of the following events:
(a) if eCORP Marketing shall fail to comply with any provision of
this Agreement or any other agreement to which NJRES and eCORP
Marketing are parties, including the failure to make payments
hereunder (except to the extent of a good faith dispute);
provided, however, such failure to comply shall not constitute
an eCORP Marketing Default Event if such failure is remedied
within twenty (20) days of notice by NJRES of such failure; or
(b) either of eCORP Marketing or CNYOG shall (i) execute an
assignment for the benefit of its creditors, (ii) become or be
adjudicated a bankrupt or insolvent, (iii) admit in writing
its inability to pay its debts generally as they become due,
(iv) apply for or consent to the appointment of a conservator,
receiver, trustee, or liquidator of it or of all or a
substantial part of its assets, (v) file a voluntary petition
seeking reorganization or an arrangement with creditors, or to
take advantage of or seek any other relief under any
applicable liquidation, conservatorship, bankruptcy,
insolvency, rearrangement, moratorium, reorganization, or
similar debtor relief laws affecting the rights of creditors
generally from time to time in effect ("Debtor Relief Laws"),
(vi) file an answer admitting the material allegations of or
consenting to, or default in, a petition filed against it in
any proceeding under any Debtor Relief Laws, or (vii)
institute or voluntarily be or become a party to any other
judicial proceedings intended to effect a discharge of its
debts, in whole or in part, or a postponement of the maturity
or the collection thereof; or
(c) (i) an order, judgment, or decree shall be entered by any
court of competent jurisdiction approving a petition seeking
reorganization of any of either eCORP Marketing or CNYOG or
appointing a conservator, receiver, trustee, or liquidator of
eCORP Marketing, CNYOG or Stagecoach or of all or any
substantial part of any such company's assets, and such order,
judgment, or decree is not permanently stayed or reversed
within ninety (90) days after the entry thereof, or (ii) a
petition
16
is filed against eCORP Marketing, CNYOG or Stagecoach Holding
seeking reorganization, an arrangement with creditors, or any
other relief under any Debtor Relief Laws, and such petition
is not discharged within ninety (90) days after the filing
thereof.
15.3 NJRES Default Event. As used in this Agreement, the term "NJRES
Default Event" shall mean any of the following events:
(a) if NJRES shall fail to comply with any provision of this
Agreement or any other agreement to which NJRES and eCORP
Marketing are parties, including the failure to make payments
hereunder (except to the extent of a good faith dispute);
provided, however, such failure to comply shall not constitute
an NJRES Default Event if such failure is remedied within
forty-five (45) days of notice by eCORP Marketing of such
failure; or
(b) either NJRES or NJRC shall (i) execute an assignment for the
benefit of its creditors, (ii) become or be adjudicated a
bankrupt or insolvent, (iii) admit in writing its inability to
pay its debts generally as they become due, (iv) apply for or
consent to the appointment of a conservator, receiver,
trustee, or liquidator of it or of all or a substantial part
of its assets, (v) file a voluntary petition seeking
reorganization or an arrangement with creditors, or to take
advantage of or seek any other relief under any Debtor Relief
Laws, (vi) file an answer admitting the material allegations
of or consenting to, or default in, a petition filed against
it in any proceeding under any Debtor Relief Laws, or (vii)
institute or voluntarily be or become a party to any other
judicial proceedings intended to effect a discharge of its
debts, in whole or in part, or a postponement of the maturity
or the collection thereof; or
(c) (i) an order, judgment, or decree shall be entered by any
court of competent jurisdiction approving a petition seeking
reorganization of NJRES or NJRC or appointing a conservator,
receiver, trustee, or liquidator of NJRES or NJRC or of all or
any substantial part of such company's assets, and such order,
judgment, or decree is not permanently stayed or reversed
within ninety (90) days after the entry thereof, or (ii) a
petition is filed against NJRES or NJRC seeking
reorganization, an arrangement with creditors, or any other
relief under any Debtor Relief Laws, and such petition is not
discharged within ninety (90) days after the filing thereof;
or
(d) (i) NJRES shall fail to deliver the NJRC Guaranty as
contemplated by Section 2.3 above, (ii) a default by NJRC
shall exist under the NJRC Guaranty and shall continue beyond
any applicable cure period, or (iii) the NJRC Guaranty shall
at any time cease to be in full force and effect or otherwise
be unenforceable for any reason.
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ARTICLE 16: PUBLICITY
16.1 Releases. No publicity releases (including news releases and
advertising) relating to this Agreement shall be issued by either party without
the prior written approval of the other party, except as may be required by law.
16.2 Articles. Neither party to this Agreement shall publish or release
any technical paper, article, publication or announcement in connection with
this Agreement, during or after the term of this Agreement, without the prior
written approval of the other party.
ARTICLE 17: DISPUTE RESOLUTION
17.1 Disputes. The parties shall use their best efforts to resolve any
claim or dispute regarding any question of fact or law arising under this
Agreement through good faith negotiations. If such dispute cannot be resolved
through such good faith negotiations, the parties shall submit the dispute
(except for disputes with respect to the Final Statement which shall be resolved
pursuant to Section 17.4) for alternative dispute resolution in accordance with
the Model Procedure for Mediation of Business Disputes as published by the CPR
Institute for Dispute Resolution.
17.2 Litigation. Notwithstanding anything contained herein to the
contrary, if a claim or dispute (except for disputes with respect to the Final
Statement which shall be resolved pursuant to Section 17.4) hereunder is not
resolved pursuant to Section 17.1 within 90 days after the giving of a notice by
either party of the claim or dispute, either party may, upon giving the other
party at least ten (10) days prior written notice, initiate litigation regarding
such matter by submitting such matter for decision by a court of competent
jurisdiction.
17.3 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NJRES AND ECORP MARKETING HEREBY IRREVOCABLY WAIVE ALL RIGHT OF TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.
17.4 Disputes regarding Calculation of Projected Revenue. If the
parties are unable to agree upon the Final Statement within fifteen (15) days of
NJRES' issuance of the Proposed Statement, on or before such date, the parties
shall mutually agree upon and appoint an expert (the "Expert") and such dispute
shall be immediately referred to the Expert for resolution. The Expert shall
promptly fix a time and a place in New York, New York, or another mutually
acceptable location, for receiving information from the parties in connection
with the dispute, make his or her sole decision only in relation to matters
expressly referred to the Expert and issue a draft decision stating findings of
fact, together with all necessary supporting information and documentation, to
each party within twenty (20) days after the appointment of the Expert. Each
party shall have five (5) days to submit to the Expert comments on the draft
decision after its receipt thereof, and the Expert shall issue his or her final
and binding determination in writing as soon as practicable, and in any case
within thirty (30) days after the appointment of the Expert. The Expert shall
have reasonable knowledge and experience with respect to gas storage facilities
and the types of marketing and management services contemplated hereunder.
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ARTICLE 18: GENERAL
18.1 Obligations of the Parties. eCORP Marketing shall promptly furnish
to NJRES all information concerning eCORP Marketing and the Stagecoach Project
as may be reasonably requested by NJRES in connection with NJRES's performance
of the Services. eCORP Marketing shall execute documents and take all other
actions reasonably requested by NJRES in connection with the performance of the
Services. NJRES shall promptly furnish to eCORP Marketing all information
concerning NJRES as may be reasonably requested by eCORP Marketing in connection
with NJRES's performance of the Services. Each of eCORP Marketing and NJRES
shall promptly notify the other of the receipt of any material correspondence or
notification from any regulatory body in connection with the performance of the
Services.
18.2 Notices. All notices and other communications given hereunder or
in connection herewith shall be sent either (i) by registered or certified mail,
return receipt requested, (ii) via a reputable nationwide overnight courier
service; or (iii) via facsimile transmission, with a confirmation of receipt, in
each case to the address set forth below. Any such notice, instruction or
communication shall be deemed to have been delivered when received.
If to eCORP Marketing:
eCORP Marketing, LLC
10,000 Memorial Drive
Suite 530
Houston, Texas 77024
Attention: G. S. Clifton
Facsimile No. (713) 526-2363
If to NJRES:
NJR Energy Services Company
1415 Wyckoff Road
Wall, New Jersey 07719
Attention: Joseph P. Shields
Facsimile No. (732) 919-8118
18.3 Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
18.4 Entire Agreement. This Agreement sets for the entire understanding
and agreement of the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements or understandings, written or
oral, between the parties with respect to the subject matter hereof.
18.5 Amendment. This Agreement may be amended only with the written
consent of both parties hereto.
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18.6 Assignment. This Agreement may not be assigned by a party hereto
without the written consent of the other party.
18.7 Survival. The provisions of Articles 7, 8, 17, and 18 shall
survive the termination of this Agreement.
18.8 Governing Law. This Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflicts of law
thereof.
18.9 Regulatory Matters. This Agreement shall be subject to all valid
applicable federal, state and local laws and to the orders, rules and
regulations of any duly constituted federal or state regulatory body or
authority having jurisdiction. Should either party hereto, by force of any such
law or regulation, be ordered or required to do any act inconsistent with the
provisions of this Agreement or prohibited from performing any act required
under this Agreement or should its performance under this Agreement become
commercially impracticable as a result of such law or regulation, then the
parties shall negotiate in good faith to reform this Agreement so as to give
effect to the original intention of the parties. In the event that such
reformation is not possible, then the affected party shall have the right to
terminate this Agreement upon 10 days' written notice to the other party, which
notice shall be given within 30 days after the party giving notice becomes aware
of the facts or circumstances giving rise to this right to terminate. If the
right to terminate is not exercised by either party, then the Agreement shall
continue but shall be deemed modified to conform to the requirements of such law
or regulation.
18.10 Jurisdiction. Any legal action or proceeding with respect to this
Agreement and any action for enforcement of any judgment in respect thereof
shall be brought in the courts of the State of New York or of the United States
of America for the Southern District of New York, and, by execution and delivery
of this Agreement, each of NJRES and eCORP Marketing hereby accepts for itself
and in respect of its property, generally and unconditionally, the exclusive
jurisdiction of the aforesaid courts and appellate courts from any appeal
thereof. Each of NJRES and eCORP Marketing irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to each of NJRES and eCORP Marketing at its notice address
provided pursuant to Section 18.2 hereof. Each of NJRES and eCORP Marketing
hereby irrevocably waives any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Agreement brought in the courts referred to above
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum. Nothing herein shall affect the right of
either party hereto or its designees to serve process in any other manner
permitted by law.
20
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first set forth above.
eCORP MARKETING, LLC
By: /S/ JOHN F. THRASH
Name: John F. Thrash
Title: Manager
NJR ENERGY SERVICES COMPANY
By: /S/ JOSEPH P. SHEILDS
Name: Joseph P. Sheilds
Title: Senior Vice President
21
Exhibit A
Stagecoach Holding, L.L.C.
Risk Management Procedures
***
EXHIBIT B-1 PAGE 1
Purchase Prices for described services - Year 1 April 1, 2002 - March 31, 2003
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT EAST AURORA
PRIMARY DELIVERY VARIOUS ZONE 4 AND ZONE 5 POINTS (SEE TABLE)
MAXIMUM MAXIMUM TGP LATERAL TGP ZONE
DAILY STORAGE TRANSPORTATION 4-5 DELIVERY
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b)
100 0 0 *** 0.00 *** 0.00
90 0 0 *** 0.00 *** 0.00
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
0 0
TGP ZONE
4-5 DELIVERY
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** 0.00 0.00 ***
90 *** 0.00 0.00 ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
$ 0
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP Zone 4-5 Delivery Transportation Quantity, is the amount of
transportation released on the Tennessee Electronic Bulletin Board. This
volume is less than MDQ due to TGP fuel retention
(h) TGP Zone 4-5 Delivery Transportation Price is the price per Dth, per
Month, paid by NJRES to TGP and credited to the eCORP Marketing invoice by
TGP. Contract description, Attachment B
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
EXHIBIT B-1 (CONTINUED) PAGE 2
Purchase Prices for described services - Year 1 April 1, 2002 - March 31, 2003
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT 319 - PRIMARY DELIVERY WHITE PLAINS
MAXIMUM MAXIMUM TGP LATERAL
DAILY STORAGE TRANSPORTATION TGP 300 LINE
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) less (1)
100 0 0 *** 0.00 *** 0.00
90 *** *** *** *** *** ***
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
*** *** ***
TOTAL STORAGE SERVICES SOLD
100 0.00 0.00
90 *** ***
60 0.00 0.00
30 0.00 0.00
10 0.00 0.00
*** *** ***
TGP 300 LINE
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** 0.00 0.00 ***
90 *** *** *** ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
***
Amounts entered in column (b) for purposes of this exhibit are illustrative to
demonstrate the Put calculation mechanics. Actual Put calculations will based on
actual amounts inserted in column (b).
EACH COMPONENT, COLUMN (a) THROUGH (k) AS DEFINED, CONSTITUTES THE ENTIRE 'PUT"
SERVICE. IN NO EVENT MAY ONE COMPONENT BE 'PUT' TO NJRES WITHOUT THE ASSOCIATED
COMPONENT FOR THAT PARTICULAR SERVICE ECORP MARKETING MUST CONSIDER OTHER
'REVENUE POOL' COMPONENTS AS DESCRIBED IN THE AGREEMENT WHEN DETERMINING THE
SERVICES TO BE SOLD OR "PUT TO NJRES
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing (This price is only valid
with TGP Lateral and 300 Line Transportation
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP 300 Line Transportation Quantity, is the amount of transportation
released on the Tennessee Electronic Bulletin Board. This volume is less
than (b) due to TGP tariff fuel retention rates.
(h) TGP 300 Line Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
(1) is the TGP tariff fuel retention rate
Note: TGP is the Tennessee Gas Pipeline
EXHIBIT B-2 PAGE 1
Purchase Prices for described services - Year 2 through 10 April 1, 2002 - March
31, 2012
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT EAST AURORA
PRIMARY DELIVERY VARIOUS ZONE 4 AND ZONE 5 POINTS (SEE TABLE)
MAXIMUM MAXIMUM TGP LATERAL TGP ZONE
DAILY STORAGE TRANSPORTATION 4-5 DELIVERY
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b)
100 0 0 *** 0.00 *** 0.00
90 0 0 *** 0.00 *** 0.00
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
0 0
TGP ZONE
4-5 DELIVERY
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** 0.00 0.00 ***
90 *** 0.00 0.00 ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
$ 0
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP Zone 4-5 Delivery Transportation Quantity, is the amount of
transportation released on the Tennessee Electronic Bulletin Board. This
volume is less than MDQ due to TGP fuel retention
(h) TGP Zone 4-5 Delivery Transportation Price is the price per Dth, per
Month, paid by NJRES to TGP and credited to the eCORP Marketing invoice by
TGP. Contract description, Attachment B
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
EXHIBIT B-2 (CONTINUED) PAGE 2
Purchase Prices for described services - Year 2 through 10 April 1, 2002 - March
31, 2012
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT 319 - PRIMARY DELIVERY WHITE PLAINS
MAXIMUM MAXIMUM TGP LATERAL
DAILY STORAGE TRANSPORTATION TGP 300 LINE
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) less (1)
100 0 0 *** 0.00 *** 0.00
90 *** *** *** *** *** ***
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
*** *** ***
TOTAL STORAGE SERVICES SOLD
100 0.00 0.00
90 *** ***
60 0.00 0.00
30 0.00 0.00
10 0.00 0.00
*** *** ***
TGP 300 LINE
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** 0.00 0.00 ***
90 *** *** *** ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
***
Amounts entered in column (b) for purposes of this exhibit are illustrative to
demonstrate the Put calculation mechanics. Actual Put calculations will based on
actual amounts inserted in column (b).
EACH COMPONENT, COLUMN (a) THROUGH (k) AS DEFINED, CONSTITUTES THE ENTIRE 'PUT"
SERVICE. IN NO EVENT MAY ONE COMPONENT BE 'PUT' TO NJRES WITHOUT THE ASSOCIATED
COMPONENT FOR THAT PARTICULAR SERVICE ECORP MARKETING MUST CONSIDER OTHER
'REVENUE POOL' COMPONENTS AS DESCRIBED IN THE AGREEMENT WHEN DETERMINING THE
SERVICES TO TO SOLD OR "PUT TO NJRES
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing (This price is only valid
with TGP Lateral and 300 Line Transportation
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP 300 Line Transportation Quantity, is the amount of transportation
released on the Tennessee Electronic Bulletin Board. This volume is less
than (b) due to TGP tariff fuel retention rates.
(h) TGP 300 Line Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
(1) is the TGP tariff fuel retention rate
Note: TGP is the Tennessee Gas Pipeline
EXHIBIT B-3 PAGE 1
Purchase Prices for described services - Year 2 through 10 April 1, 2003 - March
31, 2012
TO BE USED IF TEST PROVES GREATER THAN 9 BCF BUT LESS THAN 10 BCF OF WORKING GAS
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT EAST AURORA
PRIMARY DELIVERY VARIOUS ZONE 4 AND ZONE 5 POINTS (SEE TABLE)
MAXIMUM MAXIMUM TGP LATERAL TGP ZONE
DAILY STORAGE TRANSPORTATION 4-5 DELIVERY
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b)
100 0 0 *** 0.00 *** 0.00
90 0 0 *** 0.00 *** 0.00
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
0 0
TGP ZONE
4-5 DELIVERY
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** 0.00 0.00 ***
90 *** 0.00 0.00 ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
$ 0
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP Zone 4-5 Delivery Transportation Quantity, is the amount of
transportation released on the Tennessee Electronic Bulletin Board. This
volume is less than MDQ due to TGP fuel retention
(h) TGP Zone 4-5 Delivery Transportation Price is the price per Dth, per
Month, paid by NJRES to TGP and credited to the eCORP Marketing invoice by
TGP. Contract description, Attachment B
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
EXHIBIT B-3 (CONTINUED) PAGE 2
Purchase Prices for described services - Year 2 through 10 April 1, 2003 - March
31, 2012
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT 319 - PRIMARY DELIVERY WHITE PLAINS
MAXIMUM MAXIMUM TGP LATERAL
DAILY STORAGE TRANSPORTATION TGP 300 LINE
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) less (1)
100 *** *** *** *** *** ***
90 0 0 *** 0.00 *** 0.00
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
*** *** ***
TOTAL STORAGE SERVICES SOLD
100 *** ***
90 0.00 0.00
60 0.00 0.00
30 0.00 0.00
10 0.00 0.00
*** *** ***
TGP 300 LINE
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** *** *** ***
90 *** $ -- $ -- ***
60 *** $ -- $ -- ***
30 *** $ -- $ -- ***
10 *** $ -- $ -- ***
***
Amounts entered in column (b) for purposes of this exhibit are illustrative to
demonstrate the Put calculation mechanics. Actual Put calculations will based on
actual amounts inserted in column (b).
EACH COMPONENT, COLUMN (a) THROUGH (k) AS DEFINED, CONSTITUTES THE ENTIRE 'PUT"
SERVICE. IN NO EVENT MAY ONE COMPONENT BE 'PUT' TO NJRES WITHOUT THE ASSOCIATED
COMPONENT FOR THAT PARTICULAR SERVICE ECORP MARKETING MUST CONSIDER OTHER
'REVENUE POOL' COMPONENTS AS DESCRIBED IN THE AGREEMENT WHEN DETERMINING THE
SERVICES TO TO SOLD OR "PUT TO NJRES
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing (This price is only valid
with TGP Lateral and 300 Line Transportation
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP 300 Line Transportation Quantity, is the amount of transportation
released on the Tennessee Electronic Bulletin Board. This volume is less
than (b) due to TGP tariff fuel retention rates.
(h) TGP 300 Line Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
(1) is the TGP tariff fuel retention rate
Note: TGP is the Tennessee Gas Pipeline
EXHIBIT B-4 PAGE 1
Purchase Prices for described services - Year 2 through 10 April 1, 2003 - March
31, 2012
TO BE USED IF TEST PROVES GREATER THAN 10 BCF BUT LESS THAN 11 BCF OF WORKING
GAS
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT EAST AURORA
PRIMARY DELIVERY VARIOUS ZONE 4 AND ZONE 5 POINTS (SEE TABLE)
MAXIMUM MAXIMUM TGP LATERAL TGP ZONE
DAILY STORAGE TRANSPORTATION 4-5 DELIVERY
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b)
100 *** *** *** *** *** ***
90 0 0 *** 0.00 *** 0.00
60 0 0 *** 0.00 *** 0.00
30 0 0 *** 0.00 *** 0.00
10 0 0 *** 0.00 *** 0.00
*** ***
TGP ZONE
4-5 DELIVERY
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** *** *** ***
90 *** 0.00 0.00 ***
60 *** 0.00 0.00 ***
30 *** 0.00 0.00 ***
10 *** 0.00 0.00 ***
***
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP Zone 4-5 Delivery Transportation Quantity, is the amount of
transportation released on the Tennessee Electronic Bulletin Board. This
volume is less than MDQ due to TGP fuel retention
(h) TGP Zone 4-5 Delivery Transportation Price is the price per Dth, per
Month, paid by NJRES to TGP and credited to the eCORP Marketing invoice by
TGP. Contract description, Attachment B
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
EXHIBIT B-4 (CONTINUED) PAGE 2
Purchase Prices for described services - Year 2 through 10 April 1, 2003 - March
31, 2012
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT 319 - PRIMARY DELIVERY WHITE PLAINS
MAXIMUM MAXIMUM TGP LATERAL
DAILY STORAGE TRANSPORTATION TGP 300 LINE
DAYS OF QUANTITY QUANTITY STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION
SERVICE (DTH) (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) less (1)
100 *** *** *** *** *** ***
90 0 0 *** $ - *** 0.00
60 0 0 *** $ - *** 0.00
30 0 0 *** $ - *** 0.00
10 0 0 *** $ - *** 0.00
*** *** ***
TOTAL STORAGE SERVICES SOLD
100 *** ***
90 - -
60 - -
30 - -
10 - -
*** *** ***
TGP 300 LINE
TRANSPORTATION
DAYS OF PRICE TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE /(DTH/MONTH) TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) (h) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** *** *** ***
90 *** $ -- $ -- ***
60 *** $ -- $ -- ***
30 *** $ -- $ -- ***
10 *** $ -- $ -- ***
***
Amounts entered in column (b) for purposes of this exhibit are illustrative to
demonstrate the Put calculation mechanics. Actual Put calculations will based on
actual amounts inserted in column (b).
EACH COMPONENT, COLUMN (a) THROUGH (k) AS DEFINED, CONSTITUTES THE ENTIRE 'PUT"
SERVICE. IN NO EVENT MAY ONE COMPONENT BE 'PUT' TO NJRES WITHOUT THE ASSOCIATED
COMPONENT FOR THAT PARTICULAR SERVICE ECORP MARKETING MUST CONSIDER OTHER
'REVENUE POOL' COMPONENTS AS DESCRIBED IN THE AGREEMENT WHEN DETERMINING THE
SERVICES TO TO SOLD OR "PUT TO NJRES
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the field
and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service multiplied
by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month by
NJRES to CNYOG and credited to eCORP Marketing (This price is only valid
with TGP Lateral and 300 Line Transportation
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for the
Stagecoach Storage Service which is credited to the eCORP Marketing
invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP 300 Line Transportation Quantity, is the amount of transportation
released on the Tennessee Electronic Bulletin Board. This volume is less
than (b) due to TGP tariff fuel retention rates.
(h) TGP 300 Line Transportation Price is the price per Dth, per Month, paid by
NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP and
credited to eCORP Marketing for the Tennessee Transportation Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for the
Storage and Transportation Services and subsequently credited to the eCORP
Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage and
Transportation Services divided by Maximum Storage Quantity
(1) is the TGP tariff fuel retention rate
Note: TGP is the Tennessee Gas Pipeline
EXHIBIT B-5 PAGE 1
PURCHASE PRICES FOR DESCRIBED SERVICES - YEAR 2 THROUGH 10
APRIL 1, 2003 - MARCH 31, 2012
TO BE USED IF TEST PROVES GREATER THAN 11 Bcf OF WORKING GAS
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT EAST AURORA
PRIMARY DELIVERY VARIOUS ZONE 4 AND ZONE 5 POINTS (SEE TABLE)
TGP ZONE 4-5
MAXIMUM TGP LATERAL TGP ZONE 4-5 DELIVERY
DAILY MAXIMUM TRANSPORTATION DELIVERY TRANSPORTATION
DAYS OF QUANTITY STORAGE STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION PRICE
SERVICE (DTH) QUANTITY (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY /(DTH/MONTH)
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) (h)
100 *** *** *** *** *** *** ***
90 0 0 *** 0.00 *** 0.00 ***
60 0 0 *** 0.00 *** 0.00 ***
30 0 0 *** 0.00 *** 0.00 ***
10 0 0 *** 0.00 *** 0.00 ***
*** ***
DAYS OF TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** *** ***
90 0.00 $ - ***
60 0.00 $ - ***
30 0.00 $ - ***
10 0.00 $ - ***
***
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the
field and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service
multiplied by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month
by NJRES to CNYOG and credited to eCORP Marketing
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for
the Stagecoach Storage Service which is credited to the eCORP
Marketing invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid
by NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP Zone 4-5 Delivery Transportation Quantity, is the amount of
transportation released on the Tennessee Electronic Bulletin Board.
This volume is less than MDQ due to TGP fuel retention
(h) TGP Zone 4-5 Delivery Transportation Price is the price per Dth, per
Month, paid by NJRES to TGP and credited to the eCORP Marketing
invoice by TGP. Contract description, Attachment B
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP
and credited to eCORP Marketing for the Tennessee Transportation
Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for
the Storage and Transportation Services and subsequently credited to
the eCORP Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage
and Transportation Services divided by Maximum Storage Quantity
EXHIBIT B-5 (CONTINUED) PAGE 2
Purchase Prices for described services - Year 2 through 10
April 1, 2003 - March 31, 2012
STORAGE SERVICE
WITH TENNESSEE GAS PIPELINE CAPACITY
PRIMARY RECEIPT 319 - PRIMARY DELIVERY WHITE PLAINS
MAXIMUM TGP LATERAL TGP 300 LINE
DAILY MAXIMUM TRANSPORTATION TGP 300 LINE TRANSPORTATION
DAYS OF QUANTITY STORAGE STORAGE PRICE TOTAL ANNUAL PRICE TRANSPORTATION PRICE
SERVICE (DTH) QUANTITY (DTH) /(DTH/MONTH) STORAGE CREDIT /(DTH/MONTH) QUANTITY /(DTH/MONTH)
(a) (b) (a) * (b) = (c) (d) (c) * (d) * 12 = (e) (f) (g) = (b) less (1) (h)
100 *** *** *** *** *** *** ***
90 0 0 *** $ 0.01 *** 0 ***
60 0 0 *** $ 0.01 *** 0 ***
30 0 0 *** $ 0.00 *** 0 ***
10 0 0 *** $ 0.00 *** 0 ***
*** *** ***
TOTAL STORAGE SERVICES SOLD
100 *** ***
90 0 0
60 0 0
30 0 0
10 0 0
*** *** ***
DAYS OF TOTAL ANNUAL TOTAL ANNUAL ANNUAL $
SERVICE TRANSPORTATION CREDIT CREDIT DTH/MSQ
(a) ((b) * (f)) + ((g) * (h)) * 12 = (i) (e) + (i) = (j) (j) / (c) = (k)
100 *** *** ***
90 $ 0.01 $ 0.02 ***
60 $ 0.01 $ 0.02 ***
30 $ 0.01 $ 0.01 ***
10 $ 0.01 $ 0.01 ***
***
Amounts entered in column (b) for purposes of this exhibit are illustrative to
demonstrate the Put calculation mechanics. Actual Put calculations will based on
actual amounts inserted in column (b).
EACH COMPONENT, COLUMN (a) THROUGH (k) AS DEFINED, CONSTITUTES THE ENTIRE 'PUT"
SERVICE. IN NO EVENT MAY ONE COMPONENT BE 'PUT' TO NJRES WITHOUT THE ASSOCIATED
COMPONENT FOR THAT PARTICULAR SERVICE eCORP MARKETING MUST CONSIDER OTHER
'REVENUE POOL' COMPONENTS AS DESCRIBED IN THE AGREEMENT WHEN DETERMINING THE
SERVICES TO TO SOLD OR "PUT TO NJRES
DEFINITIONS:
(a) Number of days of storage service
(b) Maximum Daily Quantity, MDQ, is the withdrawal capability from the
field and a like amount of Tennessee Gas Pipeline Transportation
(c) Maximum Storage Quantity, MSQ, is the number of Days of Service
multiplied by MDQ
(d) Storage Price is the total unit price per Dth of MSQ paid each month
by NJRES to CNYOG and credited to eCORP Marketing (This price is only
valid with TGP Lateral and 300 Line Transportation
(e) Total Annual Storage Credit is the dollars paid by NJRES to CNYOG for
the Stagecoach Storage Service which is credited to the eCORP
Marketing invoice by CNYOG
(f) TGP Lateral Transportation Price is the price per Dth, per Month, paid
by NJRES to TGP and credited to the eCORP Marketing invoice by TGP
(g) TGP 300 Line Transportation Quantity, is the amount of transportation
released on the Tennessee Electronic Bulletin Board. This volume is
less than (b) due to TGP tariff fuel retention rates.
(h) TGP 300 Line Transportation Price is the price per Dth, per Month,
paid by NJRES to TGP and credited to the eCORP Marketing invoice by
TGP
(i) Total Annual Transportation Credit is the dollars paid by NJRES to TGP
and credited to eCORP Marketing for the Tennessee Transportation
Service
(j) Total Annual Credit is the dollars paid by NJRES to CNYOG and TGP for
the Storage and Transportation Services and subsequently credited to
the eCORP Marketing TGP and CNYOG invoices
(k) Total $ Dth/ MSQ is the annual dollars paid by NJRES for both Storage
and Transportation Services divided by Maximum Storage Quantity
(1) is the TGP tariff fuel retention rate
Note: TGP is the Tennessee Gas Pipeline
Exhibit B-6
***
EXHIBIT C
GUARANTY AGREEMENT
This Guaranty Agreement (this "Guaranty") is made as of the 9th day of
January, 2002, between eCORP MARKETING, LLC, a Delaware limited liability
company ("COMPANY"), and NEW JERSEY RESOURCES CORPORATION, a New Jersey
corporation ("GUARANTOR").
W I T N E S S E T H:
WHEREAS, Company and NJR ENERGY SERVICES COMPANY ("NJRES"), a
wholly-owned subsidiary of Guarantor, have entered or will enter into (i)
Amended and Restated Natural Gas Storage Marketing and Management Agreement
between Company and NJRES, dated as of January 9, 2002, (the "M&M Agreement");
(ii) the Transportation Capacity Release Agreement between CNYOG, Company and
NJRES, dated as of January 9, 2002, (the "Transportation Capacity Release");
(iii) Base Gas Lease Agreement between CNYOG and NJRES, dated as of January 9,
2002, (the "Base Gas Agreement"); and (iv) a certain letter agreement between
CNYOG, Company and NJRES, dated as of January 9, 2002 regarding the M & M
Agreement (the "Letter Agreement") (such agreements, as the same from time to
time may be modified, amended and supplemented, shall be referred to herein as
the "AGREEMENTS").
NOW THEREFORE, in order to induce Company to enter into Agreements,
Guarantor hereby covenants and agrees as follows:
1. Guaranty. Subject to the provisions hereof, including, without
limitation, Sections 6 and 16 below, Guarantor hereby irrevocably, absolutely
and unconditionally guarantees, as a primary obligor and not merely as a surety,
the timely payment and performance of all obligations of NJRES (the "NJRES
OBLIGATIONS") to Company under the Agreements. This Guaranty is a guaranty of
performance when due and not of collection. To the extent that NJRES shall fail
in the payment or performance of any NJRES Obligation upon Company's compliance
with Section 3, Guarantor shall honor such NJRES Obligation to the extent of
such failure. The liability of Guarantor under this Guaranty shall be subject to
the terms and conditions herein set forth.
2. Amendment: No renewal, extension, amendment, waiver, or modification
of or addition or supplement to or deletion from any of the terms of the
Agreements to which NJRES is a party or otherwise caused to occur or permitted
to exist shall release or limit Guarantor's liability hereunder, and every such
change is hereby in every respect consented to by Guarantor.
3. Demands and Notice. Company shall make a demand (herein referred to
as a "PERFORMANCE DEMAND") upon Guarantor if at any time NJRES defaults under
the Agreements and continues to fail or refuse to cure such default in
performance for a period of fifteen (15) days, and Company has elected to
enforce its rights under this Guaranty. A Performance Demand shall be in writing
and shall reasonably and briefly specify the NJRES Obligation(s) which Company
is calling upon Guarantor to perform and the nature of NJRES's breach. A
Performance Demand in the foregoing form shall be deemed sufficient notice to
Guarantor that it must perform or cause to be performed the NJRES Obligation(s).
Guarantor shall also pay,
within fifteen (15) days of Guarantor's receipt of a Performance Demand, all
reasonable expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be incurred by Company in enforcing any
rights with respect to, or collecting against Guarantor under, this Guaranty (as
set forth in reasonable detail in the Performance Demand); provided, that
Guarantor shall not be liable for any such expenses if no payment or performance
under any of the Agreements is due or determined to be due.
4. Setoffs and Counterclaims. Guarantor reserves to itself all rights,
setoffs, counterclaims and other defenses which NJRES is or may be entitled to
arising from or out of the Agreements, except for defenses arising out of the
bankruptcy, insolvency, dissolution or liquidation of NJRES. If any payment of
the guaranteed obligations is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of NJRES or a similar
proceeding or circumstance, the Guarantor's obligations hereunder with respect
to such payment or payments shall be reinstated as though such payment had not
been made.
5. Notices. Any Performance Demand, notice, request, instruction,
correspondence or other document to be given hereunder by any party to another
(herein collectively called "Notice") shall be in writing and delivered
personally or mailed by certified mail, postage prepaid and return receipt
requested, or by telecopier, as follows:
To Company: eCORP Marketing, LLC
10,000 Memorial Drive
Suite 530
Houston, Texas 77024
Attention: G.S. Clifton
Facsimile No: (713) 526-2363
Phone No.: (713) 882-2288
To Guarantor: New Jersey Resources Corporation
1415 Wyckoff Road
P.O. Box 1464
Wall, New Jersey 07719
Attention: Allan Denninger
Phone No.: (732) 938-7891
Fax No.: (732) 938-7547
Notice given by personal delivery or mail shall be effective upon
actual receipt. Notice given by telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices by telecopier shall be
confirmed promptly after transmission in writing by certified mail or personal
delivery. Any party may change any address to which Notice is to be given to it
by giving Notice as provided above of such change of address.
6. Limitation. Notwithstanding any contrary provision of this Guaranty
or of the Agreement, Guarantor's maximum liability to Company under this
Guaranty (the "Guaranty Cap") shall be equal to (a) $18,000,000 for the period
from April 1, 2002 to and including March
2
31, 2003 and (b) $22,000,000 for each annual period thereafter from April 1,
2003 to and including March 31, 2012.
7. Amendment of Guaranty. No term or provision of this Guaranty shall
be amended, modified, altered, supplemented or terminated except in a writing
signed by the parties hereto.
8. Waivers. Guarantor hereby waives (a) notice of acceptance of this
Guaranty; (b) presentment and demand concerning the liabilities of Guarantor,
except as expressly hereinabove set forth; and (c) any right to require that any
action or proceeding be brought against NJRES or any other person, or to require
that Company seek enforcement of any performance against NJRES or any other
person, prior to any action against Guarantor under the terms hereof. No delay
of Company in the exercise of, or failure to exercise, any rights hereunder
shall operate as a waiver of such rights, a waiver of any other rights or a
release of Guarantor from any obligations hereunder. Guarantor hereby
acknowledges receipt of a copy of each of the Agreements.
9. Assignment. This Guaranty shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of
Company. The Guarantor shall not assign its obligations under this Guaranty
without Company's prior written consent, which consent shall not be unreasonably
withheld.
10. Covenants. At all times during which this Guaranty is in effect,
Guarantor shall comply with the following financial covenants:
(i) Leverage Ratio. At no time shall Guarantor's ratio of Consolidated
Total Indebtedness to Consolidated Capitalization exceed 0.67:1.00;
(ii) Interest Coverage. At no time shall the ratio of Guarantor's
Consolidated EBITDA for the four (4) most recently completed Fiscal
Quarters, taken as a single accounting period, to the Guarantor's
Consolidated Interest Expense for the four (4) most recently completed
Fiscal Quarters, taken as a single accounting period, be less than 2.25
to 1.0; and
(iii) Asset Dispositions. Guarantor shall not, nor shall it permit any
Subsidiary to, transfer or dispose of in a single transaction or series
of related transactions assets within net book value in excess of
$250,000,000.
As used herein, the defined terms "Consolidated Total Indebtedness",
"Consolidated Capitalization", "Consolidated EBITDA", "Consolidated Interest
Expense", "Fiscal Quarter", and "Subsidiary" shall have the meaning assigned to
such terms as of the date hereof in that certain Credit Agreement dated as of
January 5, 2001 (the "Credit Agreement") by and among the Guarantor, PNC Bank,
National Association, as Administrative Agent, Summit Bank, as Syndication
Agent, and the other agents and lenders listed therein, and said defined terms
(and each of the defined terms used in said defined terms) shall be incorporated
by references as if fully stated herein. In the event of a failure by Guarantor
to comply with financial covenants set forth in clauses (i) and (ii) above or
the public announcement of a transfer or disposition described in clause (iii)
above, the sole remedy of Company shall be the right of Company to
3
require that Guarantor arrange for the issuance of an Acceptable Letter of
Credit (as defined below) in a stated amount of $18,000,000 should such
requirement be imposed on or before March 31, 2003 and $22,000,000 thereafter,
as soon as practicable but in any event within thirty (30) days of receipt of a
written demand by Company for the same. Any such Acceptable Letter of Credit
shall permit drawings thereunder solely by Company and for the account of
Guarantor upon the presentation of a certification to the issuing bank (with a
copy to Guarantor) stating that a Performance Demand has been validly presented
hereunder and Guarantor has failed to honor such demand within fifteen (15) days
after such presentation. In no event shall Company be permitted to make a demand
under such Acceptable Letter of Credit in an amount in excess of the limitations
set forth in Section 6.
As used herein, an "Acceptable Letter of Credit" shall mean a clean
irrevocable standby letter of credit with a term of three hundred and sixty five
(365) days, and containing automatic annual renewal provisions, issued by a
domestic commercial banking institution organized or chartered under the laws of
the United States (or any State thereof) that has a senior unsecured non-credit
enhanced debt rating of at least "A" by Standard and Poor's, a division of The
McGraw-Hill Companies, Inc., or "A2" by Moody's Investment Services, Inc. (the
"LOC Issuer"). The Acceptable Letter of Credit will provide that the LOC Issuer
will provide notice to Company with a copy to NJRES not earlier than forty-five
(45) days and not later than thirty (30) days prior to the expiry date of the
Acceptable LOC as to whether or not the Acceptable LOC will be reissued for an
additional three hundred and sixty five (365) days in a stated amount of
$22,000,000 (an "Acceptable Extension"). Upon a notice from the LOC Issuer that
it will not be issuing an Acceptable Extension (or Guarantor has not otherwise
arranged for the issuance of a replacement Acceptable Letter of Credit in a
stated amount of $22,000,000), then eCORP Marketing will draw on the Acceptable
Letter of Credit and the proceeds thereof will be deposited under an escrow
arrangement reasonably satisfactory to Guarantor and Company, which shall permit
releases therefrom solely in the following circumstances (i) a Performance
Demand has been validly presented thereunder and Guarantor has failed to honor
such demand within fifteen (15) days after such presentation, in which case the
amount so demanded shall be released to a Company or (ii) (A) Guarantor has
arranged for a replacement Acceptable Letter of Credit in a stated amount of
$22,000,000, (B) this Guaranty shall have terminated in accordance with Section
16 below, or (C) NJRES shall have effectively terminated its obligations under
Section 14.4 of the M&M Agreement, in each such case the entire amount held in
such escrow account shall be released to Guarantor.
11. Entire Agreement. This Guaranty embodies the entire agreement and
understanding between Guarantor and Company and supersedes all prior agreements
and understandings relating to the subject matter hereof. The headings in this
Guaranty are for purposes of reference only, and shall not affect the meaning
hereof.
12. GOVERNING LAW. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED IN ACCORDANCE WITH AND ENFORCED PURSUANT TO THE LAWS OF THE STATE OF
NEW YORK, EXCLUDING ANY CONFLICT-OF-LAW RULES WHICH WOULD DIRECT THE APPLICATION
OF THE LAW OF ANOTHER JURISDICTION.
4
13. WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS GUARANTY.
14. Submission to Jurisdiction. Any legal action or proceeding with
respect to this Guaranty and any action for enforcement of any judgment in
respect thereof may be brought in the courts of the United States of America for
the Southern District of New York, and, by execution and delivery of this
Guaranty, Guarantor hereby accepts for itself and in respect of its property,
generally and unconditionally, the exclusive jurisdiction of the aforesaid court
from any appeal thereof. Guarantor irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to Guarantor at its notice address provided pursuant to Section 5.
Guarantor hereby irrevocably waives any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Guaranty brought in the courts
referred to above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.
15. Counterparts. This Guaranty may be executed in a number of
counterparts, each of which, when executed, shall be deemed an original.
16. Termination. This Guaranty shall terminate and be of no further
force and effect as of the earlier to occur of (i) the termination of all of the
Agreements and (ii) March 31, 2012, and Guarantor shall have no further
obligation thereunder unless a Performance Demand has been delivered to
Guarantor prior to that termination, and then only to the extent of the
performance so demanded. Upon termination of this Guaranty pursuant to this
Section 16 or otherwise, any letter of credit issued pursuant to Section 10
above will be returned for cancellation.
5
IN WITNESS WHEREOF, the parties hereto have caused this Guaranty
Agreement to be signed by their respective duly authorized representatives on
the day and year first above written.
By execution, signer certifies that signer is authorized
to execute this Agreement on behalf of company:
eCORP MARKETING, LLC
- ----------------------------------------------------------
(Authorized Signature)
John F. Thrash
- ----------------------------------------------------------
(Print or Type Name)
Manager
- ----------------------------------------------------------
(Title)
By execution, signer certifies that signer is authorized
to execute this Agreement on behalf of company:
NEW JERSEY RESOURCES CORPORATION
- ----------------------------------------------------------
(Authorized Signature)
Glenn C. Lockwood
- ----------------------------------------------------------
(Print or Type Name)
Senior Vice President and Chief Financial Officer
- ----------------------------------------------------------
(Title)
EXHIBIT D
-------------------------------------------------------------------------------------------------------------
CONTRACT TERM STORAGE TGPL LATERAL
------------- ------------------------------------------------ --------------------------
PRICE/MONTH ANNUAL PRICE/MONTH ANNUAL
CUSTOMER START END DAYS MDWQ CAPACITY (Dth) STORAGE VALUE (Dth) LATERAL VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
TGPL 300 LINE TRANSPORTATION TGPL ZONE 4-5 TRANSPORT SPREADS TOTAL
------------------------------------- ---------------------------------- ------------- ANNUAL
PRICE/MONTH ANNUAL PRICE/MONTH ANNUAL UNIT ANNUAL CONTRACT UNIT
CUSTOMER QUANTITY (Dth) 300 LINE VALUE QUANTITY (Dth) Z 4-5 VALUE VALUE VALUE VALUE PRICE
- ------------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
APR-02 MAY-02
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
-
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
JUN-02
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
JUL-02 AUG-02
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
SEP-02
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
OCT-02 NOV-02
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
DEC-02
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
JAN-03 FEB-03
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
MAR-03
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
-------------------------------------------------
FISCAL YEAR 2002
-------------------------------------------------
Total MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
APR-03 MAY-03
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
JUN-03
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
JUL-03 AUG-03
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
SEP-03
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
OCT-03 NOV-03
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
DEC-03
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
JAN-04 FEB-04
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
MAR-04
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
-------------------------------------------------
FISCAL YEAR 2003
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
APR-04 MAY-04
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
JUN-04
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
JUL-04 AUG-04
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
SEP-04
-------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
----------------------------------------------------------------------------------------------------
OCT-04 NOV-04
------------------------------------------------- -------------------------------------------------
Monthly MDWQ TGPL TGPL Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4 Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery Value Capacity Delivery Delivery Delivery
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
------------------------------------------------
DEC-04
------------------------------------------------
Monthly MDWQ TGPL TGPL
Contract Storage Storage 300-Line Other Z 4
Value Capacity Delivery Delivery Delivery
------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
------------------------------------------------
TOTAL $ - - - - -
=======================================================
----------------------------------------------------------------------------------------------------
JAN-05 FEB-05
------------------------------------------------- -------------------------------------------------
MONTHLY MDWQ TGPL TGPL MONTHLY MDWQ TGPL TGPL
CONTRACT STORAGE STORAGE 300-LINE OTHER Z 4 CONTRACT STORAGE STORAGE 300-LINE OTHER Z 4
VALUE CAPACITY DELIVERY DELIVERY DELIVERY VALUE CAPACITY DELIVERY DELIVERY DELIVERY
----------------------------------------------------------------------------------------------------
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
$ - - - - - $ - - - - -
- -
$ - - - - - $ - - - - -
----------------------------------------------------------------------------------------------------
TOTAL $ - - - - - $ - - - - -
===========================================================================================================
-------------------------------------------------
MAR-05
-------------------------------------------------
MONTHLY MDWQ TGPL TGPL
CONTRACT STORAGE STORAGE 300-LINE OTHER Z 4
VALUE CAPACITY DELIVERY DELIVERY DELIVERY
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================
-------------------------------------------------
FISCAL YEAR 2004
-------------------------------------------------
MONTHLY MDWQ TGPL TGPL
CONTRACT STORAGE STORAGE 300-LINE OTHER Z 4
VALUE CAPACITY DELIVERY DELIVERY DELIVERY
-------------------------------------------------
$ - - - - -
$ - - - - -
$ - - - - -
$ - - - - -
-
$ - - - - -
-------------------------------------------------
TOTAL $ - - - - -
========================================================