Exhibit 10.26
Contract #T1014F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS
SERVICE AGREEMENT
This Agreement is made and entered into at Omaha, Nebraska as of October 6,
1989, by and between NORTHERN BORDER PIPELINE COMPANY, hereinafter referred to
as "Company" and NATGAS U.S. INC., a Delaware corporation, hereinafter referred
to as "Shipper".
WHEREAS, Company's investors and lenders rely on Certificates of Public
Convenience and Necessity granted by the Federal Energy Regulatory Commission
and on the Tariff for the return of and the return on all funds invested in or
loaned to the Company; and
WHEREAS, the transportation of natural gas shall be effectuated pursuant to Part
157 or Part 284 of the Federal Energy Regulatory Commission's Regulations; and
WHEREAS, Company recognizes that it will be a condition to the initial
effectiveness of this Service Agreement that, notwithstanding any other
provision of the Tariff or this Service Agreement, the FERC and all other
appropriate federal governmental authorities and/or agencies in the United
States shall have issued, under terms and conditions acceptable to Shipper, all
authorizations and certificates;
NOW THEREFORE, in consideration of their respective covenants and agreements
hereinafter set out, the parties hereto covenant and agree as follows:
Article 1 - Basic Receipts
Shipper shall on each day beginning with Shipper's Billing Commencement Date,
which shall be one (1) day after the effective date as provided for in Article 7
- Term, be entitled to tender and, following tender, deliver to Company, at each
of Shipper's Points of Receipt, a quantity of gas not in excess of the Daily
Receipt Quantity for such Point of Receipt for such day, as defined in such
Section 1, and Company shall, on such day, take receipt of the quantity of gas
so tendered and delivered by Shipper at such Point of Receipt.
Article 2 - Excess Receipts
If Shipper shall desire to tender to Company on any day beginning with Shipper's
Billing Commencement Date, at any of Shipper's Points of Receipt, a quantity of
gas in excess of Shipper's Daily Receipt Quantity for such Point of Receipt for
such day, it shall notify Company of such desire. If Company in its sole
judgment, determines that it has available the necessary capacity to receive and
transport all or any part of such excess quantity and make deliveries in respect
thereof, and that the performance of Company's obligations to
other Shippers under their Service Agreements will not be adversely affected
thereby, Company may elect to receive from Shipper said excess quantity or part
thereof, and shall so notify Shipper. Scheduling of Excess Receipts will be in
accordance with Subsection 5.3 of Rate Schedule T-1, Section 5 of Rate Schedule
IT-1 and Subsection 5.1 in Rate Schedule OT-1. If more than one of the Shippers
subject to Rate Schedule T-1 shall notify Company of a desire to tender gas to
Company pursuant to Article 2 of their respective Service Agreements on any day,
Company, if it elects to receive less than all of such gas, shall, except as
otherwise required by Subsection 5.3 of Rate Schedule T-1 and Subsection 13.73
of the General Terms and Conditions, allocate among such Shippers the aggregate
quantity it so elects to receive in proportion to their respective Total Maximum
Receipt Quantities or in such other equitable manner as Company's operating
conditions and the availability of its facilities may reasonably require.
Receipt of gas under this Article 2 which Company has previously elected to
receive from Shipper may be curtailed partially or entirely at any time or from
time to time by Company at will, in which event Company shall so notify Shipper
of its decision.
Article 3 - Deliveries
Company shall deliver gas to Shipper at the Point(s) of Delivery and under the
conditions specified in Exhibit A hereto and in accordance with Section 13 of
the General Terms and Conditions.
Article 4 - Payments
Shipper shall make payments to Company in accordance with Rate Schedules T-1 and
OT-1 and the other applicable terms and provisions of this Agreement.
Article 5 - Change in Tariff Provisions
Upon notice to Shipper, Company shall have the right to file with the Federal
Energy Regulatory Commission any changes in the terms of any of its Rate
Schedules, General Terms and Conditions or Form of Service Agreement as Company
may deem necessary, and to make such changes effective at such times as Company
desires and is possible under applicable law. Shipper may protest any filed
changes before the Federal Energy Regulatory Commission and exercise any other
rights it may have with respect thereto.
Article 6 - Cancellation of Prior Agreements
When this Service Agreement becomes effective, it shall supersede, cancel and
terminate the following Agreements:
2
United Gas Pipeline Company U.S Shippers
Service Agreement dated December 15, 1980
and Amendments thereto
Article 7 - Term
This Service Agreement shall become effective upon acceptance by Company of the
FERC Order approving the substitution of Shipper for United Gas Pipeline Company
and continue in effect from the date of said acceptance to October 31, 2001 and
thereafter until terminated by either Shipper or Company by not less than six
(6) months prior written notice to the OTHER. Service rendered pursuant to this
Service Agreement shall be abandoned upon termination of this Agreement.
Notwithstanding the provisions contained in the preceding paragraph, Appendix A,
which sets forth the alternative credit support arrangement for this Agreement,
is attached hereto and made a part hereof. Such Appendix A describes an Event of
Nonpayment with certain notice requirements and time periods in which to cure an
Event of Nonpayment. Failure to cure an Event of Nonpayment pursuant to Appendix
A shall entitle the Company to terminate this Agreement, in whole or in part,
upon thirty (30) days further written notice.
Article 8 - Applicable Law and Submission to Jurisdiction
This Agreement and Company's Tariff, and the rights and obligations of Company
and Shipper thereunder are subject to all relevant and United States lawful
statutes, rules, regulations and orders of duly constituted authorities having
jurisdiction. Subject to the foregoing, this Agreement shall be governed by and
interpreted in accordance with the laws of the State of Nebraska. For purposes
of legal proceedings, this Agreement shall be deemed to have been made in the
State of Nebraska and to be performed there, and the Courts of that State shall
have jurisdiction over all disputes which may arise under this Agreement,
provided always that nothing herein contained shall prevent the Company from
proceeding at its election against the Shipper in the Courts of any other state,
Province or country.
At the Company's request, the Shipper shall irrevocably appoint an agent in
Nebraska to receive, for it and on its behalf, service of process in connection
with any judicial proceeding in Nebraska relating to the Agreement. Such service
shall be deemed completed on delivery to such process agent (even if not
forwarded to and received by the Shipper). If said agent ceases to act as a
process agent within Nebraska on behalf of Shipper, the Shipper shall appoint a
substitute process agent within Nebraska and deliver to the Company a copy of
the new agent's acceptance of that appointment within 30 days.
Article 9 - Successors and Assigns
3
Any person which shall succeed by purchase, amalgamation, merger or
consolidation to the properties, substantially as an entirety, of Shipper or of
Company, as the case may be, and which shall assume all obligations under
Shipper's Service Agreement of Shipper or Company, as the case may be, shall be
entitled to the rights, and shall be subject to the obligations, of its
predecessor under Shipper's Service Agreement. Either party to a Shipper's
Service Agreement may pledge or charge the same under the provisions of any
mortgage, deed of trust, indenture, security agreement or similar instrument
which it has executed, or assign such Service Agreement to any affiliated Person
(which for such purpose shall mean any person which controls, is under common
control with or is controlled by such party). Nothing contained in this Article
9 shall, however, operate to release predecessor Shipper from its obligation
under its Service Agreement unless Company shall, in its sole discretion,
consent in writing to such release, which it shall not do unless it concludes
that, on the basis of the facts available to it, such release is not likely to
have a substantial adverse effect upon other Shippers or other Persons who may
become liable to provide funds to Company to enable it to meet any of its
obligations. Company shall not release any shipper from its obligations under
its Service Agreement without the written consent of the other Shippers unless:
(a) such release is effected pursuant to an assignment of obligations by such
Shipper, and the assumption thereof by the assignee, and the terms of such
assignment and assumption render the obligations being assigned and assumed no
more conditional and no less absolute than those at the time provided therein;
and (b) such release is not likely to have a substantial adverse effect upon
Company or the other Shippers. For the purposes hereof, and without limiting the
generality of the foregoing, any release of any Shipper from its obligations
under its Service Agreement shall be deemed likely to have a substantial adverse
effect upon Company or the other Shippers if the assignee of such obligations
has a credit standing which is not at least equal to the credit standing of the
assignor of such obligations (credit standings in each case as reflected by the
ratings on outstanding debt securities by Xxxxx'x Investors Service, Standard
and Poor's Corporation or another rating service acceptable to all Shippers to
the extent available or by other appropriate objective measures). Shipper shall,
at Company's request, execute such instruments and take such other action as may
be desirable to give effect to any such assignment of Company's rights under
such Shipper's Service Agreement or to give effect to the right of a Person whom
the Company has specified pursuant to Section 6 of the General Terms and
Conditions of Company's FERC Gas Tariff as the Person to whom payment of amounts
invoiced by Company shall be made; provided, however, that: (a) Shipper shall
not be required to execute any such instruments or take any such other action
the effect of which is to modify the respective rights and obligations of either
Shipper or Company under this Agreement; and (b) Shipper shall be under no
obligation at any time to determine the status or amount of any payments which
may be due from Company to any Person whom the Company has specified pursuant to
said Section 6 as the Person to whom payment of amounts invoiced by Company
shall be made.
4
Article 10 - Loss of Governmental Authority, Gas Supply,
Transportation or Market
Without limiting its other responsibilities and obligations under this
Agreement, the Shipper acknowledges that it is responsible for obtaining and
assumes the risk of loss of the following: (1) gas removal permits, (2) export
and import licenses, (3) gas supply, (4) markets and (5) transportation upstream
and downstream of the Company's pipeline system. Notwithstanding the loss of one
of the items enumerated above, Shipper shall continue to be liable for payment
to the Company of the transportation charges as provided for in this Agreement.
Article 11 - Other Operating Provisions
(This Article to be utilized when necessary to specify other operating
provisions.)
Article 12 - Exhibit A of Service Agreement, Rate Schedules and
General Terms and Conditions
Company's Rate Schedules and General Terms and Conditions, which are on file
with the Federal Energy Regulatory Commission and in effect, and Exhibit A
hereto are all applicable to this Agreement and are hereby incorporated in, and
made a part of, this Agreement. In the event that the terms and conditions
herein are in conflict with the General Terms and Conditions in Company's FERC
Gas Tariff, the terms and conditions of this Agreement are controlling.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly
executed as of the day and year first set forth above.
ATTEST: NORTHERN BRODER PIPELINE COMPANY
By: Northern Plains Natural Gas Company,
Managing Partner
/s/ Xxxxx X. Place By: /s/ X.X. Xxxx
------------------------- ------------------------------------
Assistant Secretary Title: Vice President
ATTEST: NATGAS U.S. INC.
[illegible] By: /s/ X.X. Xxxxxxx
------------------------- ------------------------------------
Assistant Secretary Title: Vice President
Operations & Transportation
-5-
NORTHERN BORDER PIPELINE COMPANY
AMENDED U.S. SHIPPERS SERVICE AGREEMENT
This Amendment is entered into as of this 2nd day of April, 1999 by and between
NORTHERN BORDER PIPELINE COMPANY, hereinafter referred to as "Company" and
PAN-ALBERTA GAS (U.S.) INC., hereinafter referred to as "Shipper".
WHEREAS, Company and Shipper have entered into a U.S. Shippers Service Agreement
dated as of October 6, 1989 and any such Amendments thereto (hereinafter the
"Service Agreement"); and
WHEREAS, Shipper desires to extend the term of the Service Agreement for 10,247
Mcf/day from October 31, 2003 to October 31, 2004.
NOW THEREFORE, in consideration of their respective covenants and agreements
hereinafter set out, the parties 5hereto covenant and agree as follows:
AMENDED EXHIBIT A
Exhibit A to the Service Agreement is hereby superseded by the attached Amended
Exhibit A reflecting the extension of the term of the Service Agreement for
10,247 Mcf/day from October 30, 2003 to October 31, 2004.
CHANGE IN TERM
The first paragraph of Article 7 of the Agreement shall hereafter be and read as
follows:
This Service Agreement shall become effective upon its
execution and continue in effect from such date until October
31, 2004 and thereafter in accordance with Company's Tariff,
provided that prior to November 1, 2000, Shipper will commit
to and demonstrate Shipper's ability to continue to satisfy
the credit requirements of Company's Tariff (as may be in
effect at that time) in respect of the period November 1, 2001
through October 31, 2004. Company shall provide by September
1, 2000 written notice to Shipper of the November 1, 2000
requirement. Should Shipper fall to fulfill this credit
commitment and demonstration obligation prior to November 1,
2000, Company may thereafter terminate this Service Agreement
upon thirty (30) days written notice to Shipper, provided that
the effective date of any such termination shall not be prior
to October 31, 2001. These same procedures will apply in
respect of credit requirements associated with further
extensions, if any, of the Service Agreement prior to November
1, 2000. Service rendered pursuant to this Service Agreement
shall be abandoned upon termination of this Agreement.
6
NORTHERN BORDER PIPELINE COMPANY
AMENDED U.S. SHIPPERS SERVICE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year set forth above.
ATTEST: NORTHERN BRODER PIPELINE COMPANY
By: Northern Plains Natural Gas Company,
Operator
/s/ Xxx Xxxxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------ ---------------------------------
Assistant Secretary Title: Vice President
WITNESS: PAN-ALBERTA GAS (U.S.) INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------ ---------------------------------
Title: Vice President Transportation &
Operation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: General Counsel & Corporate
Secretary
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NORTHERN BORDER PIPELINE COMPANY
AMENDED EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT
Company: Northern Border Pipeline Company
Company Address: 0000 Xxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Shipper: Pan-Alberta Gas (U.S.) Inc.
Attn: Xx. Xxxx Xxxxxxxx
Shipper's Address: 800 - 000 0xx Xxxxxx X.X.
Xxxxxxx, XX, Xxxxxx X0X 0X0
Maximum Maximum Maximum Maximum
Role Quantity Receipt Delivery Receipt Minimum
(Notes (MCF/Day) Pressure Pressure Temperature Temperature
Points 1 and 3) (Note 4) (PSIG) (PSIG) ((Degree)F) ((Degree)F)
---------------------------- ------------ --------------- -------------- -------------- --------------- ---------------
Port of Xxxxxx, MT PR 357,302 1435 - 000 00
XX 000,000 - - - -
XX 357,302 - - - -
DD 357,302 - - - -
Saskana, MT PR 60,000 1435 - 120 32
(Secondary-Note 2) RD 60,000 - - - -
TP 357,302 - - - -
DD 60,000 - - - -
Buford, ND PR 48,000 1435 - 120 32
(Secondary-Note 2) RD 48,000 - - - -
TP 357,302 - - - -
DD 48,000 - - - -
Watford City, ND PR 60,000 1435 - 120 32
(Secondary-Note 2) RD 60,000 - - - -
TP 357,302 - - - -
DD 60,000 - - - -
Hebron, ND PR 160,000 1435 - 120 32
(Secondary-Note 2) RD 160,000 - - - -
TP 357,302 - - - -
PD 30,000 - 725 - 32
DD 30,000 - - - -
Xxxx Ullin, ND PR 60,000 1435 - 120 32
(Secondary-Note 2) RD 60,000 - - - -
TP 357,302 - - - -
PD 100,000 - 725 - 32
DD 100,000 - - -
Xxxxxx, SD RD 770 - - - -
(Secondary-Note 2) TP 357,302 - - - -
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NORTHERN BORDER PIPELINE COMPANY
AMENDED EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUTED)
Maximum Maximum Maximum Maximum
Role Quantity Receipt Delivery Receipt Minimum
(Notes (MCF/Day) Pressure Pressure Temperature Temperature
Points 1 and 3) (Note 4) (PSIG) (PSIG) ((Degree)F) ((Degree)F)
---------------------------- ------------ --------------- -------------- -------------- --------------- ---------------
PD 770 - 700 - 32
DD 770 - - - -
MINA, SD RD 16,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 16,000 - 750 - 32
DD 16,000 - - - -
WARNER, SD RD 24,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 24,000 - 1,000 - 32
DD 24,000 - - - -
ABERDEEN, SD RD 35,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 35,000 - 800 - 32
DD 35,000 - - - -
WEBSTER, SD RD 5,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 5,000 - 700 - 32
DD 5,000 - - - -
MILBANK, SD RD 8,073 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 8,073 - 800 - 32
DD 8,073 - - - -
IVANHOE, MN RD 1,791 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 1,791 - 700 - 32
DD 1,791 - - - -
TYLER, MN RD 700 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 700 - 1,100 - 32
DD 700 - - - -
BALATON, MN RD 20,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 20,000 - 720 - 32
DD 20,000 - - - -
MARSHALL, MN RD 80,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 80,000 - 800 - 32
DD 80,000 - - - -
WESTBROOK, MN RD 2,500 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
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NORTHERN BORDER PIPELINE COMPANY
AMENDED EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUTED)
Maximum Maximum Maximum Maximum
Role Quantity Receipt Delivery Receipt Minimum
(Notes (MCF/Day) Pressure Pressure Temperature Temperature
Points 1 and 3) (Note 4) (PSIG) (PSIG) ((Degree)F) ((Degree)F)
---------------------------- ------------ --------------- -------------- -------------- --------------- ---------------
PD 2,500 - 800 - 32
DD 2,500 - - - -
WINDOM, MN RD 10,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 10,000 - 800 - 32
DD 10,000 - - - -
WELCOME, MN RD 175,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 175,000 - 796 - 32
DD 175,000 - - - -
LEDYARD, IA RD 4,000 - - - -
(SECONDARY-NOTE 2) TP 357,302 - - - -
PD 4,000 - 800 - 32
DD 4,000 - - - -
VENTURA, IA RD 357,302 - - - -
TP 357,302 - - - -
PD 357,302 - 820 - 32
DD 357,302 - - - -
Total Maximum
Receipt Quantity: 357,302 Mcf Effective 01/01/1999 through 10/31/2003
10,247 Mcf Effective 11/01/2003 through 10/31/2004
10
NORTHERN BORDER PIPELINE COMPANY
AMENDED EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUTED)
Note 1: The point role will be either PR for physical receipts, RD
for receipt by displacement, TP for transfer points, PD for
physical deliveries, and DD for delivery by displacement.
Note 2: Should nominations at secondary receipt and delivery points
be received which exceed available capacity, volumes will be
scheduled in accordance with Northern Border's nomination and
scheduling procedures.
Note 3: For receipt or delivery of gas by displacement, Company
cannot and does not have an obligation to physically deliver
or receive gas at these points. Volumes will be delivered or
received at these point(s) only to the extent that
corresponding equal or greater volumes are received or
delivered by other parties at these points on the same day.
These corresponding volumes will be used to displace volumes
nominated for delivery or receipt by Shipper.
Note 4: The total maximum quantity and the Mcf/day for receipt,
delivery and transfer points is 357,302 Mcf/day through
October 31, 2003 and is 10,247 Mcf/day from 11/01/2003 until
10/31/2004.
This Amended Exhibit A is made and entered into as of April 2, 1999. On the
effective date it shall supersede the Exhibit A dated as of December 22, 1998.
The effective date of this Exhibit A is April 2, 1999.
ATTEST: NORTHERN BRODER PIPELINE COMPANY
By: Northern Plains Natural Gas Company,
Operator
/s/ Xxx Xxxxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------ ---------------------------------
Assistant Secretary Title: Vice President
WITNESS: PAN-ALBERTA GAS (U.S.) INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------ ---------------------------------
Title: Vice President Transportation &
Operation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: General Counsel & Corporate
Secretary
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