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EXHIBIT 10.26
Throughput Request No. 12351
(for internal use only)
Throughput Agreement No. 22224
Effective Date: ______________
INTERRUPTIBLE THROUGHPUT SERVICE AGREEMENT
Rate Schedule TI
THIS INTERRUPTIBLE THROUGHPUT SERVICE AGREEMENT ("TI Agreement") by and
between Northern Natural Gas Company, a Delaware Corporation ("Northern"), and
Continental Natural Gas, Inc., a Marketer ("Shipper"), covering the
transportation of natural gas on an interruptible basis by Northern for Shipper
as more particularly described herein is entered into in accordance with the
following terms and conditions:
1. This transportation shall be provided pursuant to Subpart G of Part 284
of the Federal Energy Regulatory Commission's ("Commission") regulations.
2. INTERRUPTIBLE MAXIMUM DAILY QUANTITY ("MDQ"): Up to 40,000 MMBTU per
day.
3. TERM. Initial delivery hereunder shall not commence until this TI
Agreement is executed by Shipper and the executed Agreement is received by
Northern. This TI Agreement shall become effective upon the execution of both
parties and shall continue for a term of one (1) year and month to month
thereafter, unless and until terminated upon thirty (30) days' prior written
notice to the other party.
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4. RATE: Unless Northern agrees in writing to a lower rate, Shipper shall
pay Northern each month for transportation service rendered hereunder at the
maximum rates or charges in effect from time to time under Rate Schedule TI, or
any effective superseding rate schedule on file with the Commission.
The out-of-balance transportation rate for resolving imbalances shall be
the highest path rate actually used by Shipper during the billing month.
5. ADDRESS FOR NOTICES TO SHIPPER:
Continental Natural Gas, Inc.
P. O. Box 21470
Tulsa, OK 74121
ATTN: Diane Lawler
6. ADDRESS FOR INVOICES TO SHIPPER:
Continental Natural Gas, Inc.
P. O. Box 21470
Tulsa, OK 74121
ATTN: Diane Lawler
7. This Agreement supersedes and cancels the following Throughput Service
Agreement(s) between the parties hereto: NONE
8. OTHER PROVISIONS:
8.1 Subject to the terms of this Agreement as it may be amended from time to
time, Shipper may deliver or cause to be delivered to Northern, at the
suction side of Northern's Fort Buford Compressor Station located in
Section 4, Township 151 North, Range 103 West, McKenzie County, North
Dakota ("Fort
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Buford"), all or a portion of the quantities of gas under this Agreement
that Shipper desires Northern to compress. Northern agrees to accept
and compress, on an interruptible basis, such gas delivered to it by
Shipper under this Agreement, and to redeliver such gas for the account
of Shipper to Northern Border Pipeline Company ("NBPL") at the discharge
side of Northern's Fort Buford Compressor Station for subsequent
transportation by NBPL. Shipper agrees to pay the maximum
transportation rate(s) as set forth in the tariff, which includes the
charge for compression service at Fort Buford. Shipper shall not have
the right to use this agreement solely for compression service at Fort
Buford. Shipper shall bear a fuel use charge of 1.25% of gas quantities
delivered to Northern at the suction side of Fort Buford. Shipper shall
be required to nominate, in accordance with Section 3, "Nominations" of
Subpart A, of the General Terms and Conditions of this Tariff, NNG/NBPL
Fort Buford suction/discharge and those quantities it desires Northern
to compress at Fort Buford under this Agreement.
8.2 Shipper understands and acknowledges that Shipper is responsible for
ensuring that the upstream transporting pipeline which delivers gas for
Shipper to Northern at the Point(s) of Receipt has capacity on its
system to effectuate deliveries for Shipper's account, and that the
downstream party which receives gas from Northern at the Point(s) of
Delivery hereunder for Shipper's account has capacity on its
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system to receive such gas. Accordingly, Shipper shall remain
responsible under this Agreement for all charges set forth in Section 4,
"General" of this Agreement, notwithstanding Shipper's inability to
cause gas to be delivered to Northern at the Point(s) of Receipt and/or
received by the downstream party at the Point(s) of Delivery hereunder.
9. ADDITIONAL TERMS AND CONDITIONS: The additional Terms and Conditions
attached hereto and Appendix A are incorporated herein by reference and made a
part of this Agreement.
This TI Agreement constitutes a contract with Northern Natural Gas
Company, for the transportation of natural gas, subject to the terms and
conditions attached hereto and Appendix "A".
NORTHERN SHIPPER
NORTHERN NATURAL GAS COMPANY CONTINENTAL NATURAL GAS INC.
By: By:
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Title: Title:
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Attest or Witness:
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Date Executed: Date Executed:
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TERMS AND CONDITIONS
SECTION 1. MAXIMUM DAILY QUANTITY
1.1 If made available by Shipper, Northern agrees to receive and deliver
thermally equivalent volumes of natural gas on an interruptible basis up
to the MDQ as set forth on the face of this Agreement.
1.2 Northern agrees to transport overrun volumes and throughput peaking
volumes as defined in Section 5, "Overrun and Throughput Peaking," of
Rate Schedule TI for Shipper on an interruptible basis provided that
Northern has determined that it has sufficient capacity to transport
such volumes. Such transportation of interruptible overrun volumes and
throughput peaking volumes shall be in accordance with all terms and
conditions of Northern's FERC Gas Tariff and Rate Schedule TI.
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
pressure sufficient to effect delivery into Northern's facilities, as
such pressure may vary from time to time, not to exceed the maximum
allowable operating pressure.
2.2 Northern agrees to transport and deliver gas to Shipper, or for
Shipper's account, on an interruptible basis at the Point(s) of Delivery
identified in Appendix "A".
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
Northern to Shipper within forty-five (45) days from the effective date
of this Agreement if Northern determines that incomplete or inaccurate
information has been submitted to effectuate this transportation service
which causes such service not to comply with the Commission regulations;
provided, however, Shipper shall have five (5) work days from the date
of the notice to correct the information to keep the Agreement in
effect.
3.2 Termination of this Agreement shall not relieve Northern and Shipper of
the obligation to correct any volume imbalances hereunder or Shipper to
pay money due hereunder to Northern.
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SECTION 4. GENERAL
4.1 This Agreement in all respects shall be subject to the provisions of
Rate Schedule TI and the "GENERAL TERMS AND CONDITIONS" contained in
Northern's FERC Gas Tariff, as may be revised from time to time.
4.2 Northern's Rate Schedule TI and the "GENERAL TERMS AND CONDITIONS" set
forth in Northern's FERC Gas Tariff, as may be revised from time to
time, are hereby incorporated by reference and made a part hereof.
4.3 Northern may file and seek Commission approval under Section 4 of the
Natural Gas Act ("NGA") at any time and from time to time to change any
rates, charges or other provisions set forth in Rate Schedule TI and the
"GENERAL TERMS AND CONDITIONS" in Northern's FERC Gas Tariff, and
Northern shall have the right to place such changes in effect in
accordance with the NGA, and this Throughput Service Agreement shall be
deemed to include such changes and any changes which become effective by
operation and law and Commission Order, without prejudice to Shipper's
right to protest the same.
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, or if
sent by express mail, overnight delivery, telex, telecopy or other
mutually agreeable means of electronic transmission, to Shipper when
sent to the address set forth on the face of this Agreement and to
Northern when sent to the following:
Accounting Matters: Northern Natural Gas Company
P.O. Box 1188
Houston, Texas 77251-1188
ATTN: Customer Service Department
All Notices: Northern Natural Gas Company
P.O. Box 1188
Houston, Texas 77251-1188
ATTN: Customer Services,
Contract Control (EB 4108)
Payments: Northern Natural Gas Company
Citibank, N.A.
399 Park Avenue
Account No. 4049-8026
New York, New York 10043
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APPENDIX A
INTERRUPTIBLE TRANSPORTATION SERVICE AGREEMENT
TI Rate Schedule
Shipper: Continental Natural Gas, Inc.
Date: _________________ Supersedes Appendix Dated: N/A
Maximum Daily Quantity: 40,000 MMBtu per day
RECEIPT AND DELIVERY POINT LEGAL DESCRIPTIONS
Part I. (See attached)
1/ For purposes of this Appendix A, any valid receipt point on Northern's
system can be utilized as a receipt point subject to the terms and
conditions of Rate Schedule TI.
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