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EXHIBIT 10.21
ENRON TRANSPORTATION & STORAGE
. . .Services Provided by Northern Natural Gas Company and Transwestern
Pipeline Company
November 13, 1996
Continental Natural Gas Incorporated
FTS-1 Agreement No. 24690
Attn: Bob Malackowski
Continental Natural Gas Incorporated ("Shipper") and Transwestern Pipeline
Company ("Transwestern") (collectively referred herein as "Parties" or
individually as "Party") are Parties to the above-referenced contract. The
Parties desire to amend Contract #24690 as provided herein and do hereby agree
to the following:
1. Shipper may utilize overrun volumes on the path of primary receipt
point Panhandle Pool (POI# 58647) to the primary delivery point of TW-CNG
Beaver (POI# 60213) at an overrun rate of $0.0700/MMBtu for a term of November
11, 1996 through November 30, 1996.
2. Each party agrees that it will maintain this amendment, all of its
contents and subsequent discount documentation and communications in strict
confidence and that it will not cause or permit disclosure thereof to any third
party without the express written consent of the other party except to the
extent necessary to comply with valid laws, regulations or orders of any court
or agency having jurisdiction. However, in the event a party becomes aware of a
judicial or administrative proceeding or request that has resulted or that may
result in such disclosure, it shall so notify the other party immediately and
will also take all actions necessary to maintain confidentiality of all
discount communications and documents.
This amendment shall be effective November 11, 1996. No other terms or
conditions of the Agreement are effected hereby. Except as amended herein, the
Agreement shall remain in full force and effect.
This Amendment shall be binding and inure to the benefits of the
Parties hereto and their respective successors and assignments.
ACCEPTED AND AGREED TO ACCEPTED AND AGREED TO
This 12th day of December, 1996. This ____ day of ____________, 1996.
CONTINENTAL NATURAL GAS INCORPORATED TRANSWESTERN PIPELINE COMPANY
By: /s/ By:
------------------------------- -------------------------------
Scott C. Longmore
Title: Vice President of Marketing Title:
----------------------------
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ENRON TRANSPORTATION & STORAGE
. . .Services Provided by Northern Natural Gas Company and Transwestern
Pipeline Company
March 15, 1996
Continental Natural Gas, Inc.
Attn: Scott C. Longmore
Pursuant to negotiations, Transwestern Pipeline Company ("Transwestern") and
Continental Natural Gas, Inc. ("Shipper") agree as follows regarding the
provisions of firm transportation services:
1. Shipper and Transwestern have entered into a Firm Transportation
Service Agreement ("FTS-1") (Contract # 24690). The firm maximum daily
transportation quantity (MAXDTQ) is:
15,000 MMBtu per day
The term of the discounted rate provided hereunder shall be from the later of
April 1, 1996 or the in-service date of Transwestern owned custody transfer
measurement at the Primary Receipt Points through March 31, 2001.
2. The discounted rate for the FTS-1 agreement is as follows:
$ .0607 - Reservation Rate /MMBtu/day
$ .0093 - Commodity Rate/MMBtu
$ .0700 - Total Rate/MMBtu/day
In addition to the above stated rates, Shipper shall also pay discounted fuel,
at a rate of 1%, pursuant to Transwestern's FERC Gas Tariff. The transportation
rates, set forth above, shall in no event be greater than the maximum or lower
that the minimum rates provided in Transwestern's FERC Gas Tariff, as amended
from time to time.
3. Shipper agrees that if it utilizes alternate receipt or delivery
points, other than alternate receipt points located on the northeast side of
Transwestern's Compressor Station P-3, the discounted rate set forth herein
will not be applicable and Transwestern's maximum rates will apply.
4. Shipper agrees that if it utilizes Transwestern's capacity release
program to release, on either a temporary or permanent basis, any capacity
subject to this discount, the discount associated with said capacity shall be
terminated and the applicable maximum rates shall apply.
5. Each party agrees that it will maintain this amendment, all of its
contents and subsequent discount documentation and communications in strict
confidence and that it will not cause or permit disclosure thereof to any third
party without the express written consent of the other party except to the
extent necessary to comply with valid laws, regulations or orders of any court
or agency having jurisdiction. However, in the event a party becomes aware of a
judicial or administrative proceeding or request that has resulted or that may
result in such disclosure, it shall so notify the other party
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immediately and will also take all actions necessary to maintain
confidentiality of all discount communications and documents.
If this represents your understanding of our Agreement, please acknowledge
acceptance of these terms in the space provided below.
TRANSWESTERN PIPELINE COMPANY
/s/
- --------------------------------
Bob Burleson
Enron Transport & Storage
Agreed to and accepted this 15th day of March, 1996.
By: /s/
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CONTINENTAL NATURAL GAS, INC.
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ENRON TRANSPORTATION & STORAGE
. . .Services Provided by Northern Natural Gas Company and Transwestern
Pipeline Company
March 14, 1996
Continental Natural Gas, Inc.
Attn: Scott C. Longmore
Pursuant to negotiations, Transwestern Pipeline Company ("Transwestern") and
Continental Natural Gas, Inc. ("Shipper") agree as follows regarding the
provisions of firm transportation services:
1. Shipper and Transwestern have entered into a Firm Transportation Service
Agreement ("FTS-1") (Contract # 24690). The firm maximum daily transportation
quantity (MAXDTQ) is:
15,000 MMBtu per day
The term of the discounted rate provided hereunder shall be from the later of
April 1, 1996 or the in-service date of Transwestern owned custody transfer
measurement at the Primary Receipt Points through March 31, 2001.
2. The discounted rate for the FTS-1 agreement is as follows:
$ .0607 - Reservation Rate /MMBtu/day
$ .0093 - Commodity Rate/MMBtu
$ .0700 - Total Rate/MMBtu/day
In addition to the above stated rates, Shipper shall also pay discounted fuel,
at a rate of 1%, pursuant to Transwestern's FERC Gas Tariff. The transportation
rates, set forth above, shall in no event be greater than the maximum or lower
that the minimum rates provided in Transwestern's FERC Gas Tariff, as amended
from time to time.
3. Shipper agrees that if it utilizes alternate receipt or delivery
points, other than alternate receipt points in the Panhandle Zone, the
discounted rate set forth herein will not be applicable and Transwestern's
maximum rates will apply.
4. Shipper agrees that if it utilizes Transwestern's capacity release
program to release, on either a temporary or permanent basis, any capacity
subject to this discount, the discount associated with said capacity shall be
terminated and the applicable maximum rates shall apply.
5. Each party agrees that it will maintain this amendment, all of its
contents and subsequent discount documentation and communications in strict
confidence and that it will not cause or permit disclosure thereof to any third
party without the express written consent of the other party except to
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the extent necessary to comply with valid laws, regulations or orders of any
court or agency having jurisdiction. However, in the event a party becomes
aware of a judicial or administrative proceeding or request that has resulted
or that may result in such disclosure, it shall so notify the other party
immediately and will also take all actions necessary to maintain
confidentiality of all discount communications and documents.
If this represents your understanding of our Agreement, please acknowledge
acceptance of these terms in the space provided below.
TRANSWESTERN PIPELINE COMPANY
/s/
- --------------------------------
Bob Burleson
Enron Transport & Storage
Agreed to and accepted this 14th day of March, 1996.
By: /s/
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CONTINENTAL NATURAL GAS, INC.
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TRANSPORTATION SERVICE AGREEMENT - FORM M
Terms and Conditions
Section 1 - Transportation Quantity
1.1 Subject to the terms, conditions and limitations hereof and of
Transporter's Rate Schedule FTS-1, Transporter agrees to
receive and transport, on a firm basis, to or for the account
of Shipper, quantities of gas up to the MAXDTQ set forth on
the face of this Agreement and to deliver thermally equivalent
volumes less the percentage of gas used by Transporter in
providing the transportation service as specified in
Transporter's Rate Schedule FTS-1.
1.2 Transporter agrees to transport natural gas for Shipper in
excess of the MAXDTQ on an interruptible basis provided that
Transporter has determined that it has sufficient capacity to
transport such excess volumes.
Section 2 - Receipt and Delivery
2.1 Shipper agrees to tender, or cause to be tendered, gas for
transportation at the Point(s) of Receipt identified in
Appendix "A" at pressures sufficient to effect delivery into
Transporter's facilities not to exceed the maximum allowable
operating pressure; provided, however, Transporter shall have
no obligation to provide compression and/or alter its system
operation to enable Shipper to effectuate said deliveries.
2.2 Transporter agrees to transport and deliver gas to Shipper, or
for Shipper's account, at the Point(s) of Delivery identified
in Appendix "B"; provided, however, Transporter shall have no
obligation to provide compression and/or alter its system
operation to effectuate said deliveries.
2.3 Both Transporter and Shipper recognize that due to variations
in operating conditions, daily and monthly deliveries
hereunder by Transporter may be greater or less than the
corresponding receipts less gas used by Transporter for
transportation hereunder. Shipper and Transporter agree that
any excess or deficiency in such receipts, less gas used, and
deliveries shall be adjusted or corrected in gas as soon as
operating conditions reasonably permit.
Section 3 - Termination
3.1 Notwithstanding the "Term" set forth in Paragraph 3 on the
face of this Agreement, this Agreement shall terminate upon
written notice by Transporter to Shipper within forty-five
(45) days from the effective date of this Agreement if
Transporter determines that incomplete or inaccurate
information has been submitted to effectuate this
transportation service which causes such service to not comply
with Transporter's FERC Gas Tariff or the Commission's
Regulations.
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3.2 Termination of this Agreement shall not relieve Transporter
and Shipper of the obligation to correct any volume imbalances
hereunder, or Shipper to pay money due hereunder to
Transporter. Accordingly, Section 2.3 of this Agreement shall
survive termination until all imbalances have been eliminated
and all amounts due hereunder have been paid.
Section 4 - General
4.1 This Agreement in all respects shall be subject to the
provisions of Rate Schedule FTS-1 as well as the General Terms
and Conditions, if applicable, contained in Transporter's FERC
Gas Tariff Second Revised Volume No. 1, as may be revised from
time to time.
4.2 Transporter shall have the unilateral right to file and seek
Commission approval under Section 4 of the Natural Gas Act
(NGA) to change any rates, charges or other provisions set
forth in Rate Schedule FTS-1 or the general terms and
conditions of its FERC Gas Tariff from time to time and to
place such changes in effect in accordance with Section 4(c)
of the NGA and this Transportation Service Agreement shall be
deemed to include such changes and any changes which become
effective by operation of law and F.E.R.C. Order, without
prejudice to Shipper's right to protest the same.
4.3 Transporter's Rate Schedule FTS-1 is hereby incorporated by
reference and made a part hereof.
Section 5 - Notices
5.1 Any notice, statement, or bill provided for in this Agreement
shall be in writing and shall be considered as having been
given if delivered personally or if mailed by United States
mail, postage prepaid, to Shipper when sent to the address set
forth on the face of this Agreement and to Transporter when
sent to the following:
All Notices: Transwestern Pipeline Company
Attn: Transportation Administration
Department P.O. Box 1188 Houston, Texas
77251-1188
Payments: Transwestern Pipeline Company
Attn: Gas Accounting
P.O. Box 1188
Houston, Texas 77251-1188
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