EXHIBIT 10(E)
87 1533 004
System Contract #.1983
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
TRANSCO ENERGY MARKETING COMPANY
As Agent for ALABAMA GAS CORPORATION
DATED
AUGUST 1, 1991
87 1533 004
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
SERVICE AGREEMENT
THIS AGREEMENT entered into this lst day of August, 1991, by and between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter
referred to as "Seller," first party, and TRANSCO ENERGY MARKETING COMPANY, as
Agent for ALABAMA GAS CORPORATION, hereinafter referred to as "Buyer;" second
party,
W I T N E S S E T H
WHEREAS, Buyer has requested Seller to receive certain quantities of
natural gas at various points downstream of Seller's Compressor Station No. 70
on Seller's mainline in the State of Mississippi and transport such gas, on a
firm basis, to the existing interconnections between Seller and Alabama Gas
Corporation ("Alagasco") in Chilton and Dallas Counties, Alabama; and
WHEREAS, Seller agrees to receive, transport and redeliver or cause the
redelivery of such quantities of natural gas as requested under the terms and
conditions hereinafter set forth;
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement and of Seller's
Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas
for transportation and Seller agrees to receive, transport and redeliver natural
gas to Buyer or for the account of Buyer, on a firm basis, up to the dekatherm
equivalent of a Transportation Contract Quantity ("TCQ") of 100,000 Mcf per day.
2. Transportation service rendered hereunder shall not be subject to
curtailment or interruption except as provided in Section 11 of the General
Terms and Conditions of Seller's FERC Gas Tariff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s) of
receipt hereunder at a pressure sufficient to allow the gas to enter Seller's
pipeline system at the varying pressures that may exist in such system from time
to time; provided, however, that such pressure of the gas delivered or caused to
be delivered by Buyer shall not exceed the maximum operating pressure(s)
specified below. In the event the maximum operating pressure(s) of Seller's
pipeline system, at the point(s) of receipt hereunder, is from time to time
increased or decreased, then the maximum allowable pressure(s) of the gas
delivered or caused to be delivered by Buyer to Seller at the point(s) of
receipt shall be correspondingly increased or decreased upon written
notification of Seller to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this agreement shall be:
See EXHIBIT A for Points of Receipt
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer the gas
transported hereunder at the following point(s) of delivery and at a pressure(s)
of:
See EXHIBIT B for Points of Delivery
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be in effect as of August 1, 1991 and shall remain in
force and effect until 8:00 a.m. Eastern Standard Time October 31, 2002 and
thereafter until terminated by Seller or Buyer upon at least three (3) years
written notice; provided, however, this agreement shall terminate immediately
and, subject to the receipt of necessary authorizations, if any, Seller may
discontinue service hereunder if (a) Buyer, in Seller's reasonable judgement
fails to demonstrate credit worthiness, and (b) Buyer fails to provide adequate
security in accordance with Section 8.3 of Seller's Rate Schedule FT. As set
forth in Section 8 of Article II of Seller's August 7, 1989 revised Stipulation
and Agreement in Docket 88-68 et. al., (a) pregranted abandonment under Section
284.221 (d) of the Commission's Regulations shall not apply to any long term
conversions from firm sales service to transportation service under Seller's
Rate Schedule FT and (b) Seller shall not exercise its right to terminate this
service agreement as it applies to transportation service resulting from
conversions from firm sales service so long as Buyer is willing to pay rates no
less favorable than Seller is otherwise able to collect from third parties for
such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered to Buyer hereunder in
accordance with Seller's Rate Schedule FT and the applicable provisions of the
General Terms and Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be legally amended or
superseded from time to time. Such Rate Schedule and General Terms and
Conditions are by this reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas that Buyer delivers or
causes to be delivered to Seller shall include the quantity of gas retained by
Seller for applicable compressor fuel, line loss make-up in providing the
transportation service hereunder, which quantity may be changed from time to
time and which will be specified in the currently effective Sheet No. 44 of
Volume No. 1 of this Tariff which relates to service under this agreement and
which is incorporated herein.
3. In addition to the applicable charges for firm transportation service
pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller
for any and all filing fees incurred as a result of Buyer's request for service
under Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller
by the Federal Energy Regulatory Commission or any successor governmental
authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the effective date hereof
the following contract(s) between the parties hereto:
Agreement between Buyer and Seller dated November 21, 1987.
2. No waiver by either party of any one or more defaults by the other in
the performance of any provisions of this agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this agreement shall be in
accordance with the laws of the State of Texas, without recourse to the law
governing conflict of laws, and to all present and future valid laws with
respect to the subject matter, including present and future orders, rules and
regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. Notices to either party shall be in writing and shall be considered as
duly delivered when mailed to the other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P. O. Box 1396
Houston, Texas 77251
Attention: Customer Services
(b) If to Buyer:
Transco Energy Marketing Company
as Agent for Alabama Gas Corporation
P. O. Box 1396
Houston, Texas 77251
Attention: Natural Gas Marketing
Such addresses may be changed from time to time by mailing appropriate notice
thereof to the other party by certified or registered mail.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed by their respective officers or representatives thereunto duly
authorized.
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
(Seller)
By
----------------------------------------
Thomas E: Skains
Senior Vice President
Transportation and Customer Services
TRANSCO ENERGY MARKETING COMPANY
as Agent for ALABAMA GAS CORPORATION
(Buyer)
By
----------------------------------------
Title
--------------------------------------
87 1533 004
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
EXHIBIT "A"
(FT)
Buyer's
Mainline Capacity
Entitlement
Point(s) of Receipt (Mcf/d)*
- ------------------- -----------------
1. Discharge Side of Seller's Compressor 100,000
Station 70 at M.P. 661.77 in Walthall
County, Mississippi. (M.P. 661.77 -
Station 70 Discharge TP# 7142)
2. Existing Point of Interconnection between 100,000
Seller and United Gas Pipe Line Company
at Walthall (Seller Meter No. 3095),
Walthall County, Mississippi. (Walthall-
UGPL TP# 6310)***
3. Existing Point of Interconnection between 100,000
Seller and Meter named Darbun-Pruett 34-10
(Seller Meter No. 3446) at M.P. 668.46 on
Sellers Main Transmission Line, Darbun
Field, Walthall County, Mississippi.
(Darbun Pruett TP# 6750)
4. Existing Point of Interconnection between 100,000
Seller and Meter named Ivy Newsome (Seller
Meter No. 3413) in Marion County,
Mississippi. (Ivy Newsome TP# 6179)
5. Existing Point of Interconnection between 100,000
Seller and West Oakvale Field at M.P.
680.47-Marion County, Mississippi.
(M.P. 680.47-West Oakvale Field TP# 7144)
6. Existing Point of Interconnection between 100,000
Seller and East Morgantown Field at M.P.
680.47 in Marion County, Mississippi.
(M.P. 680.47-E. Morgantown Field TP# 7145)
7. Existing Point of Interconnection between 100,000
Seller and Greens Creek Field, at M.P.
681.84 Marion County, Mississippi.
(M.P. 681.84 Greens Creek Field TP# 7146)
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
EXHIBIT "A"
(Continued)
Buyer's
Mainline Capacity
Entitlement
Point(s) of Receipt (Mcf/d)*
- ------------------- -----------------
8. Existing Point of Interconnection between 100,000
Seller and Meter named M.P. 685.00-Oakville
Unit 6-6 in Jefferson Davis County,
Mississippi. (M.P. 685.00-Oakville Unit 6-6
TP# 1376)
9. Existing Point of Interconnection between 100,000
Seller and Meter named M.P. 687.23-Oakvale
Field in Marion County, Mississippi.
(M.P. 687.23-Oakvale Field TP# 7147)
10. Existing Point of Interconnection between 100,000
Seller and Bassfield at named M.P. 696.40
in Marion County, Mississippi. (M.P. 696.40
Bassfield TP# 9439)
11. Existing Point of Interconnection between 100,000
Seller and Meter named Lithium/Holiday
Creek-Frm (Seller Meter No. 3418), in
Jefferson Davis County, Mississippi.
(Lithium/Holiday Creek-Frm TP# 7041).
12. Existing Point of Interconnection between 100,000
Seller and S. W. Sumrall Field and Holiday
Creek at M.P. 692.05-Holiday Creek in
Jefferson Davis, Mississippi. (M.P. 692.05-
Holiday Creek TP# 7159)
13. Exiting Point of Interconnection between 100,000
Seller and ANR Pipe Line Company at
Holiday Creek (Seller Meter No. 3241),
Jefferson Davis County, Mississippi.
(Holiday Creek-ANR TP# 398)
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
EXHIBIT "A"
(Continued)
Buyer's
Mainline Capacity
Entitlement
Point(s) of Receipt (Mcf/d)*
- ------------------- -----------------
14. Existing Point of Interconnection between 100,000
Seller and Mississippi Fuel Company at
Jeff Davis (Seller Meter No. 3252),
Jefferson Davis County, Mississippi.
(Jefferson Davis County-Miss Fuels
TP# 6579)***
15. Existing Point of Interconnection between 100,000
Seller and Meter named Jefferson Davis-Frm
(Seller Meter No. 4420), in Jefferson Davis
County, Mississippi. (Jefferson Davis-Frm
TP# 7033)
16. Existing Point of Interconnection between 100,000
Seller and Carson Dome Field M.P. 696.41,
in Jefferson Davis County, Mississippi.
(M.P. 696.41-Carson Dome Field TP# 7148)
17. Existing Point of Interconnection between 100,000
Seller and Meter Station named Bassfield-
ANR Company at M.P. 703.17 on Seller's Main
Transmission Line (Seller Meter No. 3238),
Covington County, Mississippi. (Bassfield-
ANR TP# 7029)
18. Existing Point of Interconnection between 100,000
Seller and Meter named Patti Bihm # l
(Seller Meter No. 3468), in Covington
County, Mississippi. (Patti Bihm # 1
TP# 7629)
19. Discharge Side of Seller's Compressor 100,000
at Seller's Eminence Storage Field
(Seller Meter No. 4166 and 3160)
Covington County, Mississippi.
(Eminence Storage TP# 5561)
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
EXHIBIT "A"
(Continued)
Buyer's
Mainline Capacity
Entitlement
Point(s) of Receipt (Mcf/d)*
- ------------------- -----------------
20. Existing Point of Interconnection between 100,000
Seller and Dont Dome Field at M.P. 713.39
in Covington County, Mississippi.
(M.P. 713.39 - Dont Dome TP# 1396)
21. Existing Point of Interconnection between 100,000
Seller and Endevco in Covington County,
Mississippi. (Hattiesburg-Interconnect
Storage TP# 1686)
22. Existing Point at U.P. 719.58 on Seller's 100,000
Main Transmission Line (Seller Meter No.
354.4), Centerville Dome Field, Jones
County, Mississippi. (Centerville Dome
Field TP# 1532)
23. Existing Point at M.P. 727.78 on 100,000
Seller's Main Transmission Line,
Jones County, Mississippi. (Jones
County-Gitano TP# 7166)
24. Existing Point of Interconnection between 100,000
Seller and a Meter named Koch Reedy Creek
(Seller Meter No. 3333), Jones County,
Mississippi. (Reedy Creek-Koch TP# 670)
25. Existing Point of Interconnection between 100,000
Seller and Meter named Sharon Field
(Seller Meter No. 3000), in Jones County,
Mississippi. (Sharon Field TP# 419)
26. Existing Point of Interconnection between 100,000
Seller and Tennessee Gas Transmission
Company at Heidelberg (Seller Meter No. 3109),
Jasper County, Mississippi. (Heidelberg-
Tennessee TP# 6120)***
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
EXHIBIT "A"
(Continued)
Buyer's
Mainline Capacity
Entitlement
Point(s) of Receipt (Mcf/d)*
- ------------------- -----------------
27. Existing Point of Interconnection between 100,000
Seller and Mississippi Fuel Company at
Clarke (Seller Meter No. 3254),
Clarke County, Mississippi. (Clarke County-
Miss Fuels TP# 6047)***
28. Existing Point of Interconnection between 100,000
Seller and Meter named Clarke County-Koch
at M.P. 757.29 in Clarke County, Mississippi.
(Clarke County-Koch TP# 5566)
29. Existing Point of Interconnection between 100,000
Seller and Meter named M.P. 784.66 - Mobile
Bay in Butler Co., Alabama (M.P. 784.66 -
MB But TP #8244)
Buyer shall not tender, without the prior consent of Seller, at any point(s) of
receipt on any day a quantity in excess of the applicable Buyer's Mainline
Capacity Entitlement for such point(s) of receipt.
- ----------------------
* These quantities do not include the additional quantities of gas retained
by Seller for applicable compressor fuel and line loss make-up provided
for in Article V, 2 of this Service Agreement, which are subject to change
as provided for in Article V, 2 hereof. Receipt of gas limited to physical
capacity of the receipt point.
** Receipt of gas by displacement only.
*** Receipt of gas limited to physical capacity of Seller's lateral line
facilities.
87 1533 004
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
Exhibit B
Point(s) of Delivery Pressure
-------------------- --------
1. Existing interconnection between Seller Not less than fifty (50) pounds per
and Alagasco at Milepost 875.80 in square inch gauge or at such other
Dallas County, AL (Selma). pressures as may be agreed upon in
the day-to-day operations of Buyer
and Seller.
2. Existing interconnection between Seller Not less than fifty (50) pounds per
and Alagasco at Milepost 904.06 in square inch gauge or at such other
Chilton County, AL (Verbena). pressures as may be agreed upon in
the day-to-day operations of Buyer
and Seller.
3. Seller's Eminence Storage Field, Prevailing pressure in Seller's
Covington County, MS. pipeline system not to exceed
maximum allowable operating pressure.