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EXHIBIT 10.24
SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of October, 1994, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and MOUNTAINEER GAS CO, a WEST VIRGINIA
Corporation, hereinafter referred to as "Shipper." Transporter and Shipper
shall collectively be referred to herein as the "Parties." This agreement
replaces Gas Transportation Agreement No. 5458, dated December 1, 1993 and the
parties hereto agree that this Agreement shall be deemed a novation of the
earlier Agreement.
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity
of gas which Transporter agrees to receive and transport on a firm
basis, subject to Article II herein, for the account of Shipper
hereunder on each day during each year during the term hereof, which
shall be 4,825 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to each Point of
Delivery shall be as specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
To the extent that no new measurement facilities are installed to provide
service hereunder, measurement operations will continue in the manner in which
they have previously been handled. In the event that such facilities are not
operated by Transporter or a downstream pipeline, then responsibility for
operations shall be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter
for the transportation service provided herein shall be in accordance
with Transporter's Rate Schedule FT-A and the General Terms and
Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees paid to FERC, which have not been previously
paid for by Shipper, which Transporter incurs in rendering service
hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall
have the unilateral right to file with the appropriate regulatory
authority and make effective changes in (a) the rates and charges
applicable to service pursuant to Transporter's Rate Schedule FT-A,
(b) the rate schedule(s) pursuant to which service hereunder is
rendered, or (c) any provision of the General Terms and Conditions
applicable to those rate schedules. Transporter agrees that Shipper
may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Transporter's existing FERC Gas Tariff as may be found
necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated
therein, as the same may be changed or superseded from time to time in
accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules and regulations and is contingent
upon the receipt and continuation of all necessary regulatory
approvals or
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
authorizations upon terms acceptable to Transporter. This Agreement
shall be void and of no force and effect if any necessary regulatory
approval is not so obtained or continued. All Parties hereto shall
cooperate to obtain or continue all necessary approvals or
authorizations, but no Party shall be liable to any other Party for
failure to obtain or continue such approvals or authorizations.
9.2 The transportation service described herein shall be provided subject
to Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC
Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General
Terms and Conditions of Transporter's FERC Gas Tariff, Shipper
warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be in place
as of the requested effective date of service, and that it has
advised the upstream and downstream transporters of the
receipt and delivery points under this Agreement and any
quantity limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in
the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from
all suits, actions, debts, accounts, damages, costs, losses
and expenses (including reasonable attorneys fees) arising
from or out of breach of any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of October, 1994,
and shall remain in force and effect until the 31st day of October,
2000, ("Primary Term") and on an Automatic Rollover basis thereafter
unless terminated by either Party upon at least thirty (30) days prior
written notice to the other Party; provided, however, that if the
Primary Term is one year or more, then unless Shipper elects to give
upon one year or more prior written notice to Transporter to request a
lesser extension term of this Agreement, the Agreement
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
shall automatically extend upon the expiration of the Primary Term for
a term of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice described
above in advance of the expiration of a succeeding term; provided
further, if the FERC or other governmental body having jurisdiction
over the service rendered pursuant to this Agreement authorizes
abandonment of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other governmental
body.
12.2 Any portions of this Agreement necessary to resolve or cashout
imbalances under this Agreement as required by the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall
survive the other parts of this Agreement until such time as such
balancing has been accomplished; provided, however, that Transporter
notifies Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions
of Transporter's FERC Tariff.
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: MOUNTAINEER GAS CO
P.O. BOX 3152
CHARLESTON, WV 25332
Attention: CAROLYN MORRIS
BILLING: MOUNTAINEER GAS CO
414 SUMMERS STREET
CHARLESTON, WV 25301
Attention: CAROLYN MORRIS
or to such other address as either Party shall designate by formal written
notice to the other.
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of
trust, indenture, or other instrument which it has executed or may
execute hereafter as security for indebtedness. Either Party may,
without relieving itself of its obligation under this Agreement assign
any of its rights hereunder to a company with which it is affiliated.
Otherwise, Shipper shall not assign this Agreement or any of its
rights hereunder, except in accord with Article III, Section 11 of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation
to the properties, substantially as an entirety, of either Party
hereto shall be entitled to the rights and shall be subject to the
obligations of its predecessor in interest under this Agreement.
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's
Gas Tariff, no modification of or supplement to the terms and
provisions stated in this agreement shall be or become effective until
Shipper has submitted a request for change through the TENN-SPEE(R) 2
System and Shipper has been notified through TENN- SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and
made a part hereof for all purposes.
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: [illegible]
-----------------------------------
Agent and Attorney-in-Fact
MOUNTAINEER GAS CO
BY: /s/ Richard L. Grant
-----------------------------------
Richard L. Grant
TITLE: President
--------------------------------
DATE: March 25, 1996
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SERVICE PACKAGE NO. 8396
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED October 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
MOUNTAINEER GAS CO
MOUNTAINEER GAS CO
EFFECTIVE DATE OF AMENDMENT: October 1, 1994
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 8396
SERVICE PACKAGE TQ: 4,825 Dth
INTERCONNECT PARTY BILLABLE-
METER METER NAME NAME COUNTY ST ZONE R/D LEG METER-TQ TQ
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010008 UNION - WARDNER COASTAL UNION PACIFIC NUECES TX 00 R 100 223 223
PLT DEH FUELS INC
011034 COLUMBIA GULF-EGAN DEHYD COLUMBIA GULF ACADIA LA 01 R 800 2,573 2,573
EXCH TRANSMISSION CO
011777 LOUISIANA-ELOT BAY LOUISIANA ST BERNARD LA 01 R 500 2,029 2,029
TRANSPORT INTRASTATE GAS
CORP
Total Receipt TQ: 4,825 4,825
020001 COLUMBIA-UF BR RUN COBB COLUMBIA GAS KANAWHA WV 03 D 087 4,825 4,825
W VA TRANSMISSION
CORP
NUMBER OF RECEIPT POINTS AFFECTED: 3
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
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