Exhibit 10.1
Contract #3147
TRANSPORTATION SERVICE AGREEMENT
For Rate Schedule FSS
This STORAGE SERVICE AGREEMENT, hereinafter referred to as "Agreement," made
and entered into as of the 11th day of February, 2002, by and between
Mississippi River Transmission Corporation, a Delaware corporation,
hereinafter called "MRT," and Laclede Gas Company, a Missouri corporation,
hereinafter called "Customer."
In consideration of the mutual covenants herein contained, the parties
hereto agree that MRT shall provide natural gas storage service for
Customer, on a firm basis, and Customer shall furnish, or cause to be
furnished, to MRT natural gas for such storage during the term hereof, at
the rates and on the terms and conditions hereinafter provided and attached
hereto.
1) TERM
Effective Date: May 1, 2002
Primary Term End Date: April 30, 2007
This Agreement is binding as of February 11, 2002, and shall continue for a
primary term ending April 30, 2007; provided, however, that this Agreement
shall continue to be in effect thereafter unless and until terminated by
either MRT or Customer by written notice to the other delivered at least
twelve (12) months prior to the date of intended termination.
2) QUANTITIES
Maximum Stored Quantity (MSQ): 23,550,243 Dth
(Based on a heat content of 1,020 Btu per Cubic Foot)
Maximum Daily Withdrawal Quantity (MDWQ): 410,231 Dth
3) RATE
Service hereunder shall be provided pursuant to Rate Schedule FSS. Customer
shall pay, or cause to be paid, to MRT each month for all services provided
hereunder the maximum applicable rate and any other charges specified in
MRT's FERC Gas Tariff, Third Revised Volume No. 1, as on file and in effect
from time to time, for services rendered hereunder, unless otherwise agreed
in writing by MRT and Customer.
4) ADDRESSES
For Notices to Customer: For Bills to Customer:
Steven F. Mathews Gas Accounting
Laclede Gas Company Laclede Gas Company
720 Olive Street 720 Olive Street, 13th Floor
St. Louis, MO 63101 St. Louis, MO 63101
Telephone: (314) 516-8585 Telephone: (314) 516-8595
Facsimile: (314) 516-8551 Facsimile: (314) 241-2278
For Notices to MRT: For Payments to MRT: For Wire Transfer Payments to MRT:
9900 Clayton Road P. O. Box 502161 Mississippi River Transmission
St. Louis, MO 63124 St. Louis, MO 63150-2161 Chase Bank of Texas
Facsimile: (314) 991-7600 ABA No. 113000609
Account No. 00103275674
29
MRT Nominations (other MRT Pipeline Operations:
than electronic): Gas Control Department
Transportation Services 9900 Clayton Road
Facsimile: (318) 429-3298 St. Louis, MO 63124
Telephone: (314) 991-9900
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date hereinabove first written.
LACLEDE GAS COMPANY MISSISSIPPI RIVER TRANSMISSION
CORPORATION
By: /s/ Kenneth J. Neises By: /s/ Robert Trost
Name: Kenneth J. Neises Robert Trost
Title: Executive Vice President - Vice President, Marketing &
Energy and Administrative Services General Manager
St. Louis, MO 63101 9900 Clayton Road
St. Louis, MO 63124
30
GENERAL TERMS AND CONDITIONS
FOR RATE SCHEDULE FSS
1) Upon termination hereof for whatever reason, Customer agrees to stop
delivering gas to MRT for storage hereunder. In addition, upon
termination of this Agreement, Customer agrees that it will thereafter
make no further demand for service hereunder and MRT agrees that it
will make no further demand for the continuation of services or any
payment related thereto, other than payments which are due with
respect to any services previously provided. Customer agrees to
cooperate with and assist MRT in obtaining whatever regulatory
approvals and authorizations, if any, as are necessary or appropriate
in view of such termination and abandonment of service hereunder.
2) Termination of this Agreement shall not relieve either party of any
obligation that might otherwise exist to correct any volume
imbalance hereunder nor relieve Customer of its obligation to pay
any monies due hereunder to MRT.
3) In accordance with the terms and conditions of Section 17 of the
General Terms and Conditions of MRT's FERC Gas Tariff, Third
Revised Volume No. 1 (General Terms and Conditions), if Customer
fails to pay within thirty (30) days after payment is due all of
the amount of any bill for service rendered by MRT hereunder, MRT,
upon ten (10) days' written notice to Customer, may suspend further
injections and/or withdrawals of gas until such past due amount is
paid, or satisfactory credit arrangements have been made in
accordance with Section 5 of the General Terms and Conditions. If
Customer fails to pay or make satisfactory credit arrangements
within such ten (10) day notice period, MRT, in addition to any
other remedy it may have hereunder, may, upon thirty (30) days'
written notice to Customer, terminate this Agreement and cease
further injections and/or withdrawals of gas on behalf of Customer.
4) Service hereunder shall be provided pursuant to Rate Schedule FSS
of MRT's FERC Gas Tariff, Third Revised Volume No. 1. Customer will
provide fuel in kind.
5) This Agreement shall be subject to the provisions of the applicable
rate schedule as well as the General Terms and Conditions set forth
in MRT's FERC Gas Tariff, Third Revised Volume No. 1, as on file
and in effect from time to time, and such provisions are
incorporated herein by this reference. Any curtailment of storage
service hereunder shall be in accordance with the priorities set
out in MRT's General Terms and Conditions. To the extent not
inconsistent with effective law, MRT shall have the right to
determine the priority and/or scheduling of the storage service
under this Agreement and to revise the priority and/or scheduling
of this storage service from time to time.
6) MRT shall have the right at any time and from time to time to file
and place into effect unilateral changes or modifications in the
rates and charges, and other terms and conditions of service
hereunder, as set forth in the applicable rate schedule and in the
General Terms and Conditions, in accordance with the Natural Gas
Act or other applicable law.
7) In the event that MRT places on file with the Commission another
rate schedule which may be applicable to service rendered
hereunder, then MRT, at its option, may, from and after the
effective date of such rate schedule, utilize such rate schedule in
the performance of this Agreement. Such rate schedule or
superseding rate schedule(s) and any revisions thereof which shall
be filed and become effective shall apply to and be a part of this
Agreement. MRT shall have the right to propose, file and make
effective with the Commission, or other body having jurisdiction,
changes and revisions of any effective rate schedule(s) and/or
General Terms and Conditions, or to propose, file, and make
effective superseding rate schedules and/or General Terms and
Conditions, for the purpose of changing the rates, charges, and
other provisions thereof effective as to Customer.
8) This Agreement shall not be assigned by Customer in whole or in
part without MRT's prior written consent, which consent shall not
be unreasonably withheld, provided however, that Customers under
Rate Schedule FSS may release their capacity consistent with the
terms and conditions of the applicable rate schedule and the
General Terms and Conditions of MRT's FERC Gas Tariff, Third
Revised Volume No. 1.
31
In addition to all other rights and remedies, MRT may terminate the
Agreement immediately if it is assigned by Customer without MRT's
consent, whether the assignment or contract be voluntary or by
operation of law or otherwise. Subject to the above, the respective
rights and obligations of the parties under the Agreement shall
extend to and be binding upon their heirs, successors, assigns and
legal representatives.
9) Any notice, statement, or bill provided for in this Agreement shall
be in writing and shall be considered as duly delivered when
hand-delivered, telecopied, or when received by the other party if
mailed by United States mail, postage prepaid, to the addresses
specified herein (unless and until either party notifies the other,
in writing, of a change in its address).
10) Each party shall notify the other in writing of the name, address,
telephone number and telecopy number of the person or persons who
shall have authority to act for such party in connection with this
Agreement, and operating notices shall thereafter be served upon
such person or persons.
11) This Agreement constitutes the entire agreement between the parties
and no waiver, representation or agreement, oral or otherwise,
shall affect the subject matter hereof unless and until such
waiver, representation or agreement is reduced to writing and
executed by authorized representatives of the parties. No waiver by
either Customer or MRT of any one or more defaults by the other in
performance of any of the provisions of the Agreement shall operate
or be construed as a waiver of any other existing or future default
or defaults, whether of a like or of a different character.
12) This Agreement supersedes and cancels the Firm Storage Service
Agreement No. 502 between the parties hereto.
13) Customer shall have the option to reduce its FSS capacity in
proportion to Customer's reduction of the MDQ under FTS Contract 3310,
section 17 of the General Terms and Conditions, between MRT and
Customer. Customer must exercise its option within thirty (30) days
after service commences to the Bypassing Customer over its direct
connection with MRT, with the reduction of FSS capacity becoming
effective reasonably concurrent with the reduction of FTS capacity,
taking into consideration that any gas that Customer may be required
to remove from storage as a result of the FSS capacity reduction
must be undertaken in a reasonable manner and in a reasonable time
period.
14) The parties agree that Customer has the Right of First Refusal
(ROFR). If customer chooses to exercise its ROFR, it shall do so by
following the procedures applicable to the exercise of a ROFR
provided for in the tariff.
15) Customer is a local distribution Company which has requested the
opportunity for additional storage service flexibility to meet the
requirements of its residential and commercial heating customers
and others. Accordingly, for each year during the term of this
agreement, upon request received by MRT from Customer no later
than September 25, MRT and Customer will agree that Customer will
inject 100% of its MIQ by November 1 and will begin its withdrawal
season on November 1, with a Maximum Monthly Withdrawal level for
November of 30.06% of Maximum Customer Inventory. The relevant
provisions of Rate Schedule FSS will be waived to permit this
agreement between MRT and Customer for the year, and MRT will plan
its storage operations for that year in reliance upon its
agreement with Customer. This agreement and waiver is conditioned
on Customer's agreement for the year (1) to a November Minimum
Monthly Withdrawal requirement of 7.48% of Maximum Customer
Inventory and (2) to withdraw a minimum of 21% of its Maximum
Customer Inventory by December 31. To reach 100% of its MIQ by
November 1, Customer may not exceed the Maximum Daily or Maximum
Monthly injection amounts set out in Rate Schedule FSS, unless
waived by MRT in a non-discriminatory manner upon request by
Customer.
32