Exhibit 10.2
Contract #3310
TRANSPORTATION SERVICE AGREEMENT
For Rate Schedule FTS
This TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as
"Agreement," is 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 transport for Customer, on a firm basis,
and Customer shall furnish, or cause to be furnished, to MRT natural gas for
such transportation 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 one (1) year prior to the date of intended termination.
2) QUANTITIES
Maximum Daily Quantity (MDQ): 670,418 Dth/D
3) RECEIPT AND DELIVERY POINTS
See exhibit A
<FN>
*On any day MRT shall not be obligated to receive or deliver a
cumulative quantity in excess of the MDQ set forth in this
Agreement.
4) RATE
Service hereunder shall be provided pursuant to Rate Schedule FTS.
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.
5) 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
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For Notices to MRT: For Payments to MRT: For Wire Transfer Payments to MRT:
9900 Clayton Road P. O. Box 502161 Mississippi River
St. Louis, MO 63124 St. Louis, MO 63150-2161 Transmission
Facsimile: (314) 991-7600 Chase Bank of Texas
ABA No. 113000609
Account No. 00103275674
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
Address: 720 Olive Street 9900 Clayton Road
St. Louis, MO 63101 St. Louis, MO 63124
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GENERAL TERMS AND CONDITIONS
1) Upon termination hereof for whatever reason, Customer agrees to
stop delivering gas to MRT for transportation 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, 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 19 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' prior written notice to Customer, may suspend
further receipt and/or delivery 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 receipt and/or delivery of gas on behalf of Customer.
4) Service hereunder shall be provided pursuant to Rate Schedule FTS
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
transportation 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
transportation service under this Agreement and to revise the
priority and/or scheduling of this transportation 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) Customer may deliver or cause to be delivered to MRT a maximum
receipt point quantity at the Receipt Points described herein, and
MRT shall redeliver thermally equivalent quantities at the Delivery
Points described herein which excludes a quantity of gas for Fuel
Use and Loss. A maximum delivery point quantity is also specified
for each MRT delivery point. For firm service, the sum of all
individual maximum receipt point quantities shall not exceed the
maximum receipt point quantities in the aggregate. For firm
service, the sum of all individual maximum delivery point
quantities shall not exceed the maximum daily quantity set forth in
this Agreement.
8) For firm service, Secondary Receipt and Secondary Delivery Points
are available to Customer pursuant to the General Terms and
Conditions of MRT's FERC Gas Tariff, Third Revised Volume No. 1.
Customer agrees to pay any additional charges applicable to its
utilization of a Secondary Receipt Point.
9) 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
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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.
10) 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 Schedules FTS and SCT 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. 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.
11) 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).
12) 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.
13) 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.
14) For firm service, Exhibit A attached hereto is incorporated into this
Agreement in its entirety.
15) This agreement supersedes and cancels the FTS Service Agreement
No. 463 between MRT and Customer.
16) 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.
17) If after May 1, 2002 a firm customer of Customer ("Bypassing
Customer") directly connects with MRT and terminates its customer
relationship with Customer, Customer shall have the right to reduce
its MDQ, with corresponding reductions in other applicable MRT
contract entitlements, upon written notice to MRT. The parties
intend that the amount of the reduction is to reflect the amount of
capacity that Customer had reserved under this Agreement to serve
on a firm basis those requirements of the Bypassing Customer that
were being served on Customer's system on May 1, 2002, whether or
not those requirements as of May 1, 2002, were those of the
Bypassing Customer or of a predecessor customer of Customer. In
addition, if after May 1, 2002 a Bypassing Customer directly
connects with Missouri Pipeline Company ("MPC") and terminates its
customer relationship with Customer, Customer shall have the right
to reduce its MDQ, with corresponding reductions in other
applicable MRT contract entitlements, upon written notice to MRT.
The parties intend that the amount of the reduction in the case of
proposed MDQ reductions related to Bypassing Customers connecting
directly to MPC is to reflect the contract demand requirements of
the Bypassing Customer that were being served on Customer's system
on May 1, 2002, whether or not those requirements as of May 1,
2002, were those of the Bypassing
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Customer or of a predecessor customer of Customer, subject to the
following additional conditions and limitations. With respect to
bypasses using a direct connection with MPC, Customer shall not
have the right to reduce its MDQ on MRT unless at the time that
the Bypassing Customer directly connects with MPC, (1) MRT or an
affiliate of MRT has interconnected with Trans Mississippi
Pipeline ("TMP") for the purpose of delivering natural gas to TMP,
(2) MPC has been determined to be an interstate pipeline subject
to the jurisdiction of the FERC and (3) MPC has obtained all
necessary state and federal authorizations to bypass Laclede and
serve the Bypassing Customer. The maximum amount of total MDQ
reductions on MRT that Laclede may obtain as a result of Bypassing
Customers connecting directly to MPC is 3,000 Dth, provided
however, that this maximum amount is based on the assumption that
only Panhandle Eastern Pipe Line Company is interconnected with
MPC and only MRT and/or an affiliate of MRT is interconnected with
TMP. This maximum amount shall be reduced for each additional
interstate or intrastate pipeline that interconnects with MPC, TMP
or Missouri Gas Company ("MGC") according to the following formula
maximum amount of MDQ reduction = 3,000 Dth/day
-------------
1+ X
where X is the number of pipelines interconnected with MPC, TMP or
MGC in addition to Panhandle and MRT and/or an affiliate of MRT.
Subject to the limitations on MDQ reductions relating to bypasses
using direct connections with MPC, the amount of the MDQ reduction
may be determined in one of two ways. Customer may provide an
affidavit to MRT setting out the Bypassing Customer's contract
demand on Customer for the contract year in which the bypass is to
take place and the average of that contract demand and the
Bypassing Customer's contract demands on Customer for the two
preceding contract years. If Customer provides such an affidavit,
the amount of the MDQ reduction shall equal the amount designated
by Customer up to the greater of (1) the Bypassing Customer's
average contract demand amount set out in Customer's affidavit or
(2) the Bypassing Customer's contract demand on Customer for the
contract year in which the bypass is to take place. Alternatively,
if Customer proposes an MDQ reduction greater than the maximum
amount described in the preceding sentence, Customer shall provide
MRT with the proposed amount of the MDQ reduction and the basis for
that amount. MRT's agreement to the amount of the MDQ reduction
proposed by Customer under this alternative shall not be withheld
unreasonably. This right to reduce MDQ can be exercised up to
thirty (30) days after service commences to the Bypassing Customer
over its direct connection with MRT or MPC and shall be effective
as follows. If service commences to the Bypassing Customer over its
direct connection with MRT or MPC during the period September 1
through and including January 31, the MDQ reduction will be
effective the later of (1) the succeeding May 1 or (2) the first
day of the month after the termination of the Bypassing Customer's
customer relationship with Customer. If service commences to the
Bypassing Customer over its direct connection with MRT or MPC
during any other period, the MDQ reduction will be effective the
latest of (1) the first day of the second calendar month (a) after
such service commences or (b) after exercise by Customer of its
right or (2) the first day of the month after the termination of
the Bypassing Customer's customer relationship with Customer. The
Right to reduce MDQ contained in this paragraph 17 shall not apply
if the MRT or MPC capacity used to serve the Bypassing Customer
after bypass is provided by an affiliate of Customer. Nothing
contained in paragraph 17 shall preclude Customer from claiming and
exercising any additional rights to reduce MDQ available to
bypassed LDCs under the policies promulated by the FERC (see. e.g.
Williams Natural Gas Company, 81 FERC paragraph 61,301 (1997) at
62,412), as modified or amended from time to time.
18) If Customer unbundles its combined sales and distribution services
for its local distribution system pursuant to an order of any
governing authority having jurisdiction ("Unbundling"), Customer
and MRT shall cooperate through reasonable means in an effort to
implement the Unbundling in a manner that is fair to both parties.
Among other opportunities for cooperation that may arise at the
time to effectuate the ordered Unbundling in a reasonable manner,
Customer and MRT will work together to assign to the appropriate
entities, using the tariff capacity release procedures (or such
other mechanisms as may be available at the time), capacity held by
Customer under this Agreement to serve the customers whose services
are being unbundled. Revenues received by MRT from replacement
shippers attributable to demand or reservation charge payments for
such released capacity shall be credited to Laclede, in accordance
with the tariff, to the extent of the demand or reservation charge
obligation that Customer
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may have with respect to such capacity. With respect to the MRT
capacity retained by Customer, if any, after the parties have
cooperated to implement Unbundling as set out above, Customer will
continue to have those rights relating to bypass set out in the
preceding paragraph.
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EXHIBIT A
RECEIPT AND DELIVERY POINTS
CONTRACT 3310
Maximum
Receipt
Pressure Maximum
Receipt Point (PSIG) Quantity*
- ------------- ------ ---------
PRVL 710 135,000
Koch at Perryville
Interconnect with Koch Gateway Services,
NE 1/4, Sec. #24, T20N, R4E (Located on MRT
Main Line System.) Loch SLN #3317
TRNK 950 120,928
Trunkline/MRT
Interconnect with Trunkline Gas Company,
SW 1/4, Sec. #5, T2N, R6E. Trunkline Meter
#80036
AGLE 720 189,562
Reliant Energy/Glendale
Interconnect with Reliant Energy Gas Transmission
Ouachita
A-307, Mile Pole 88, SW 1/4, Sec. #5, T9N, R8W
MTHN 710 15,000
Marathon Oil Company
Interconnect with Marathon Oil Company in Webster
Parish, Louisiana, Sec. 12, T19N, R9W.
NOAR 720 30,000
NOARK @ Lawrence Co., AR interconnect
Interconnect with NOARK Pipeline System in Lawrence
Co., AR. Section 11, T17N, R1E.
NGPS 950 71,570
NGPL/MRT Shattuc (NGPL PIN #169)
Interconnect with Natural Gas Pipeline of America,
SE 1/4, Sec. #21, T2N, R1W.
PGCL 875 10,000
PELICO/Leatherman Creek
MRT's Interconnect with PELICO in the Leatherman
Creek Field, Claiborne Prsh, LA. SE 1/4, Sec. 20, T19N, R7W.
NGPP 710 25,000
NGPL/MRT Pocahontas (NGPL PIN #519)
Interconnect with Natural Gas Pipeline of America,
SE 1/4, Sec. #32, T19N, R2E.
OZRK 22,300
Ozark Gas Transmission System/Searcy
Interconnect with Ozark Gas Transmission System near
Searcy, Sec. #25, T7N, R6W.
Maximum
Delivery
Pressure Maximum
Delivery Point(s) (PSIG) Quantity*
- ----------------- ----- ---------
LGCA 670,418
Laclede Gas Company - Aggregate
Aggregate point for Laclede Gas Company's delivery
points on MRT's system.
*STG 670,418
MRT Storage
MRT storage facilities located in primarily in Ouachita
Parish, LA
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SLGO 875 15,968
Sligo
Interconnect with Reliant Energy Field Services' Sligo
plant, Bossier Parish, LA, NW 1/4, Sec. 32, T18N, R11W.
DELH 875 35,000
Delhi/Harrison County
Interconnect with Delhi Gas Pipeline Company
*STG 670,418
MRT Storage
MRT storage facilities primarily located in Ouachita
Parish, LA.
<FN>
*On any day MRT shall not be obligated to receive or deliver a cumulative
quantity in excess of the MDQ set forth in this Agreement.
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EXHIBIT A
Customer: Laclede Gas Company Contract: 3310
Primary Path(s): From To
DELH LGCA
TRNK *STG
Rate Zone Capacity:
FLD 477,920
MKT 670,418
Line Capacity:
W 75,968
On any given day the customer is entitled to the
greater of the 75,968 or 74.47% of available West
Line capacity.
M 477,920
E 192,498
Line Priority:
FLD/W 75,968
FLD/M 401,952
MKT/E 192,498
Transportation Zones: FLD: Field Zone MKT: Market Zone
Service Lines: E: East Line M: Main Line W: West Line O: Off System Gathering
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AMENDMENT NO. 1 TO
FIRM TRANSPORTATION SERVICE AGREEMENT NO. 3310
THIS AMENDMENT, is binding and entered into as of February 13,
2002, by and between MISSISSIPPI RIVER TRANSMISSION CORPORATION, a Delaware
Corporation, hereinafter referred to as "MRT", and LACLEDE GAS COMPANY, a
Missouri corporation, hereinafter referred to as "Customer."
WHEREAS, MRT and Customer entered into a Firm Transportation
Service Agreement as of February 11, 2002, hereinafter referred to as the
"FTS Agreement"; and
WHEREAS, Customer reduced its Maximum Daily Quantity ("MDQ") as a
result of a permanent capacity release,
WHEREAS, MRT has agreed to amend the FTS agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties agree to amend the FTS
Agreement as follows:
PARAGRAPH 2 - QUANTITIES
The Maximum Daily Quantity ("MDQ") is hereby decreased from 670,418
Dth/d. to 664,738 Dth/d.
Receipt Point AGLE #805547 Glendale, Receipt Point Maximum Daily
Quantity ("RPMDQ"): Decreased by 5,680 Dth/d. from 189,562 Dth/d. to
183,882 Dth/d.
Delivery Point GCSI #805495 Granite City Steel, Delivery Point
Maximum Daily Quantity ("DPMDQ"): Decreased by 5,680 Dth/d from 5,680 Dth/d.
to 0 Dth/d.
On any day MRT shall not be obligated to receive or deliver a
cumulative quantity in excess of the MDQ set forth in this Agreement.
The decreases set forth in Paragraph 2 shall be effective as
provided for in the FTS Agreement, and shall continue in effect for the
period stated therein.
Except as hereinabove amended, the FTS Agreement shall remain in
full force and effect as written.
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 and General
Energy and Administrative Services Manager
720 Olive St. 9900 Clayton Road
St. Louis, MO 63101 St. Louis, MO 63124
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