1 EXHIBIT 10.D.1 [EL PASO NATURAL GAS LETTERHEAD] June 1, 1995 Southern California Gas Company Box 3249 Los Angeles, CA 90051-1249 Attention: Mr. Lee M. Stewart Senior Vice President Re: Transportation Contract Demand Reduction for Contract 97VT Gentlemen: Pursuant to your letter dated June 1, 1994, wherein Southern California Gas Company ("SoCalGas") exercised its option to reduce its Transportation Contract Demand under that certain Transportation Service Agreement dated October 16, 1990 between El Paso and SoCalGas, attached hereto for execution by SoCalGas are two (2) original counterparts of revised Exhibits A and B to said Transportation Service Agreement. These exhibits provide for the requested reduction in Transportation Contract Demand effective January 1, 1996. El Paso is preparing the appropriate application to be filed with the Federal Energy Regulatory Commission evidencing the reduction of certificated firm transportation quantities from 1,450,000 Mcf to 1,150,000 Mcf per day. By execution of the revised Exhibits A and B attached hereto and of this letter in the space provided below, SoCalGas evidences its written concurrence of the abandonment by El Paso of 300,000 Mcf per day of certificated firm transportation contract demand. If the foregoing correctly sets forth the agreement between our two companies on this matter, please execute the two (2) original counterparts of revised Exhibits A and B and indicate your acceptance and agreement on the two (2) original counterparts of this letter in the space provided below. Please retain one original counterpart of the revised Exhibits A and B and one original counterpart of 2 Southern California Gas Company 2 June 1, 1995 this letter for your files and return one fully executed copy of each to El Paso for its files. Very truly yours, EL PASO NATURAL GAS COMPANY By /s/ A. W. CLARK ------------------------- A. W. Clark Vice President ACCEPTED AND AGREED TO as of the date hereof: SOUTHERN CALIFORNIA GAS COMPANY By: /s/ L. M. STEWART ------------------------- Title: Senior Vice President ---------------------- Attachments 3 EXHIBIT A To The Transportation Service Agreement Dated October 16, 1990 As Amended and Restated Between El Paso Natural Gas Company and Southern California Gas Company Maximum Delivery Daily Type of Field Pressure(s) Quantity Field Shrinkage Receipt Point(s) (psig) 1/ (Mcf) Services(s) Factor(s) - ---------------- ----------- ---------- ------------ --------- El Paso Anadarko Mainline System - --------------- (EPNG Code STML ANA) Any point of interconnection existing from time to time on El Paso's mainline facilities in the Anadarko Basin, except ILEEDE and those requiring Actual production area operating services or pressure, transportation by not to exceed others to provide MAOP service under this of that agreement facility 2/ N/A N/A El Paso Permian Mainline System - --------------- (EPNG Code STML PER) Any point of interconnection existing from time to time on El Paso's mainline facilities in the Permian Basin, except those Actual requiring production operating area services or pressure, transportation by not to exceed others to provide MAOP service under this of that agreement facility 2/ N/A N/A Ex. A-1 4 EXHIBIT A (Continued) Maximum Delivery Daily Type of Field Pressure(s) Quantity Field Shrinkage Receipt Point(s) (psig) 1/ (Mcf) Service(s) Factor(s) - ---------------- ----------- ---------- ------------ --------- El Paso San Juan Mainline System - --------------- (EPNG Code STML, SJN) Any point of Actual interconnection operating existing from time pressure, to time on not to exceed El Paso's mainline MAOP facilities in of that the San Juan Basin facility 2/ N/A N/A Shipper's Transportation Contract Demand 1,150,000 Mcf 1/ Necessary pressure to enter the El Paso System and, except as otherwise noted, not in excess of the MAOP of the facility. 2/ El Paso shall be obligated to receive hereunder, in accordance with paragraph 1.1 of the Agreement and Section 4.2 of the General Terms and Conditions contained in El Paso's Volume No. 1-A Tariff, or superseding tariff, up to 1,150,000 Mcf per day of natural gas in the aggregate from all Receipt Point(s), plus applicable fuel, shrinkage and lost and unaccounted for volumes as provided in paragraph 1.2 of the Agreement. A. Effective Date of this Exhibit A: January 1, 1996. ------------------------------------ B. Supersedes Exhibit A Effective: July 16, 1993. -------------------------------------- SOUTHERN CALIFORNIA GAS COMPANY EL PASO NATURAL GAS COMPANY By /s/ L M STEWART By /s/ A W CLARK ------------------------- ------------------------- Vice President Vice President Date June 20, 1995 Date June 5, 1995 ------------------------- ------------------------ Ex. A-2 5 EXHIBIT B To The Transportation Service Agreement Dated October 16, 1990 As Amended and Restated Between El Paso Natural Gas Company and Southern California Gas Company Maximum Daily Delivery Quantity Delivery Point(s) Pressure (s) (Mcf) - ------------------ ------------ -------- Blythe Delivery pressure 610,000 ------ not less than (EPNG Code 32002 22) 600 psig Interconnection between the facilities of El Paso and Southern California Gas Company located at the borderline between the States of Arizona and California near Blythe, California Topock Delivery pressure *1/ - ------ not less than (EPNG Code 32003 22) 600 psig Interconnection between the facilities of El Paso and Southern California Gas Company located at the borderline between the States of Arizona and California near Topock, Arizona Topock Delivery pressure *1/ - ------ not less than (EPNG Code 32001 82) 600 psig Interconnection between the facilities of El Paso and Pacific Gas and Electric Company located at the borderline between the States of Arizona and California near Topock, Arizona Ex. B-1 6 EXHIBIT B (Continued) Maximum Daily Delivery Quantity Delivery Point(s) Pressure(s) (Mcf) - ----------------- ----------- --------- Mojave Pipeline Company ** *1/ - ----------------------- (EPNG Code IMOJAVE) Interconnection between the facilities of El Paso and Mojave Pipeline Company located at the borderline between the States of Arizona and California near Topock, Arizona Shipper's Transportation Contract Demand 1,150,00 Mcf * El Paso shall be obligated to deliver hereunder, in accordance with paragraph 1.3 of the Agreement and Section 4.2 of the General Terms and Conditions contained in El Paso's Volume No. 1-A Tariff, or superseding tariff, up to the Mdq of 1,150,000 MCF per day of natural gas in the aggregate at all Delivery Points, not to exceed any stated MDQ at a Delivery Point; provided, that El Paso shall be obligated to deliver hereunder only Shipper's quantities of natural gas received pursuant to this Agreement in the aggregate at all Delivery Point(s). ** Unless otherwise specified on this exhibit, the Delivery Pressure(s) for the Point(s) listed above shall be the pressure existing from time to time at the metering facility; however, El Paso reserves the right to deliver quantities at pressures up to the MAOP of that facility. 1/ The MDQ for deliveries at the Topock Delivery Points shall not exceed 540,000 Mcf per day in the aggregate. A. Effective Date of this Exhibit B: January 1, 1996 ------------------------------------------- B. Supersedes Exhibit B Effective: July 16, 1993. ------------------------------------------- SOUTHERN CALIFORNIA GAS COMPANY EL PASO NATURAL GAS COMPANY By /s/ L M STEWART By /s/ A W CLARK ------------------------- ------------------------- Vice President Vice President Date June 20, 1995 Date June 5, 1995 ------------------------- ------------------------ Ex. B-2