EXHIBIT 10.41
GAS TRANSPORTATION AGREEMENT
BETWEEN
TEXAS GAS TRANSMISSION CORPORATION
AND
BOSTON GAS COMPANY
DATED NOVEMBER 1, 1993
INDEX
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PAGE NO.
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ARTICLE I Definitions 1
ARTICLE II Transportation Service 1
ARTICLE III Scheduling and Transportation 2
Limitations
ARTICLE IV Points of Receipt, Delivery, 3
and Supply Lateral Allocation
ARTICLE V Term of Agreement 3
ARTICLE VI Point(s) of Measurement 3
ARTICLE VII Facilities 4
ARTICLE VIII Rates and Charges 4
ARTICLE IX Miscellaneous 5
EXHIBIT "A"
FIRM POINT(S) OF RECEIPT
EXHIBIT "A-I"
SECONDARY POINT(S) OF RECEIPT
EXHIBIT "B"
FIRM POINT(S) OF DELIVERY
EXHIBIT "C"
SUPPLY LATERAL CAPACITY
STANDARD FACILITIES KEY
FIRM TRANSPORTATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of November, 1993,
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by and between Texas Gas Transmission Corporation, a Delaware corporation,
hereinafter referred to as "Texas Gas," and Boston Gas Company, a
Massachusetts corporation, hereinafter referred to as "Customer,"
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WITNESSETH:
WHEREAS, Customer has natural gas which cannot be moved into its system
through its existing facilities; and
WHEREAS, Texas Gas has the ability in its pipeline system to move
natural gas for the account of Customer; and
WHEREAS, Customer desires that Texas Gas transport such natural gas for
the account of Customer; and
WHEREAS, Customer and Texas Gas are of the opinion that the transaction
referred to above falls within the provisions of Section 284.223 of Subpart G of
Part 284 of the Federal Energy Regulatory Commission's (Commission) regulations
and the blanket certificate issued to Texas Gas in Docket No. CP88-686-000, and
can be accomplished without the prior approval of the Commission;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
Definitions
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1.1 Definition of Terms of the General Terms and Conditions of Texas Gas's
FERC Gas Tariff on file with the Commission is hereby incorporated by reference
and made a part of this Agreement.
ARTICLE II
Transportation Service
----------------------
2.1 Subject to the terms and provisions of this Agreement, Customer agrees
to deliver or cause to be delivered to Texas Gas, at the Point(s) of Receipt in
Exhibit "A" hereunder, Gas for Transportation, and Texas Gas agrees to receive,
transport, and redeliver, at the Point(s) of Delivery in Exhibit "B" hereunder,
Equivalent Quantities of Gas to Customer or for the account of Customer, in
accordance with Section 3 of Texas Gas's effective FT Rate Schedule and the
terms and conditions contained herein, up to 13,280 MMBtu per day during the
winter season, and up to 13,280 MMBtu per day during the summer
season, which shall be Customer's Firm Transportation Contract Demand, and up to
2,005,280 MMBtu during the winter season, and up to 2,841,920 MMBtu during the
summer season, which shall be Customer's Seasonal-Quantity Levels.
2.2 Customer shall reimburse Texas Gas for the Quantity of Gas required for
fuel, company use, and unaccounted for associated with the transportation
service hereunder in accordance with Section 16 of the General Terms and
Conditions of Texas Gas's FERC Gas Tariff. The applicable fuel retention
percentage(s) is shown on Exhibit "A". Texas Gas may adjust the fuel retention
percentage as operating circumstances warrant; however, such change shall not be
retroactive. Texas Gas agrees to give Customer thirty (30) days written notice
before changing such percentage.
2.3 Texas Gas, at its sole option, may, if tendered by Customer, transport
daily quantities in excess of the Transportation Contract Demand.
2.4 In order to protect its system, the delivery of gas to its customers
and/or the safety of its operations, Texas Gas shall have the right to vent
excess natural gas delivered to Texas Gas by Customer or Customer's supplier(s)
in that part of its system utilized to transport gas received hereunder. Prior
to venting excess gas, Texas Gas will use its best efforts to contact Customer
or Customer's supplier in an attempt to correct such excess deliveries to Texas
Gas. Texas Gas may vent such excess gas solely within its reasonable judgment
and discretion without liability to Customer, and a pro rata share of any gas so
vented shall be allocated to Customer. Customer's pro rata share shall be
determined by a fraction, the numerator of which shall be the quantity of gas
delivered to Texas Gas at the Point of Receipt by Customer or Customer's
suppliers in excess of Customer's confirmed nomination and the denominator of
which shall be the total quantity of gas in excess of total confirmed
nominations flowing in that part of the Texas Gas's system utilized to transport
gas, multiplied by the total quantity of gas vented or lost hereunder.
2.5 Any gas imbalance between receipts and deliveries of gas, less fuel and
PVR adjustments, if applicable, shall be cleared each month in accordance with
Section 17 of the General Terms and Conditions in Texas Gas's FERC Gas Tariff.
Any imbalance remaining at the termination of this Agreement shall also be
cashed-out as provided herein.
ARTICLE III
Scheduling
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3.1 Customer shall be obligated five (5) working days prior to the end of
each month to furnish Texas Gas with a schedule of the estimated daily
quantity(ies) of gas it desires to be received, transported, and redelivered for
the following month. Such schedules will show the quantity(ies) of gas Texas Gas
will receive from Customer at the Point(s) of Receipt, along with the identity
of the supplier(s) that is delivering or causing to be delivered to Texas Gas
quantities for Customer's account at each Point of Receipt for which a
nomination has been made.
2
3.2 Customer shall give Texas Gas, after the first of the month, at least
twenty-four (24) hours notice prior to the commencement of any day in which
Customer desires to change the quantity(ies) of gas it has scheduled to be
delivered to Texas Gas at the Point(s) of Receipt. If Customer's nomination
change does not require Texas Gas to interrupt service to another Customer,
Texas Gas will agree to waive this 24-hour prior notice and implement nomination
changes requested by Customer to commence in such lesser time frame subject to
Texas Gas's being able to confirm and verify such nomination change at both
Receipt and Delivery Points, and receive PDAs reflecting this nomination change
at both Receipt and Delivery Points. Texas Gas will use its best efforts to
make the nomination change effective at the time requested by Customer; however,
if Texas Gas is unable to do so, the nomination change will be implemented as
soon as confirmation is received.
ARTICLE IV
Points of Receipt, Delivery, and Supply Lateral Allocation
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4.1 Customer shall deliver or cause to be delivered natural gas to Texas Gas
at the Point(s) of Receipt specified in Exhibit "A" attached hereto and Texas
Gas shall redeliver gas to Customer or for the account of Customer at the
Point(s) of Delivery specified in Exhibit "B" attached hereto in accordance with
Sections 7 and 15 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
4.2 Customer's preferential capacity rights on each of Texas Gas's supply
laterals shall be as set forth in Exhibit "C" attached hereto, in accordance
with Section 34 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
ARTICLE V
Term of Agreement
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5.1 This Agreement shall become effective November 1, 1993, and shall remain
in full force and effect for a primary term of twelve (12) years ending October
31, 2005, and shall continue for year to year thereafter unless either party
terminates this Agreement at the end of such primary or any anniversary date
thereof by giving the other party at least 365 days advance written notice.
ARTICLE VI
Point(s) of Measurement
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6.1 The gas shall be delivered by Customer to Texas Gas and redelivered by
Texas Gas to Customer at the Point(s) of Receipt and Delivery hereunder.
3
6.2 The gas shall be measured or caused to be measured by Customer and/or
Texas Gas at the Point(s) of Measurement which shall be as specified in Exhibits
A, A-I, and B herein. In the event of a line loss or leak between the Point of
Measurement and the Point of Receipt, the loss shall be determined in accordance
with the methods described contained in Section 3, "Measuring and Measuring
Equipment," contained in the General Terms and Conditions of First Revised No. 1
of Texas Gas's FERC Gas Tariff.
ARTICLE VII
Facilities
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7.1 Texas Gas and Customer agree that any facilities required at the
Point(s) of Receipt, Point(s) of Delivery, and Point(s) of Measurement, shall be
installed, owned, and operated as specified in Exhibits A, A-I, and B herein.
Customer may be required to pay or cause Texas Gas to be paid for the installed
cost of any new facilities required as contained in Sections 1.3, 1.4, and 1.5
of Texas Gas's FT Rate Schedule. Customer shall only be responsible for the
installed cost of any new facilities described in this Section if agreed to in
writing between Texas Gas and Customer.
ARTICLE VIII
Rates and Charges
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8.1 Each month, Customer shall pay Texas Gas for the service hereunder, an
amount determined in accordance with Section 5 of Texas Gas's FT Rate Schedule
contained in Texas Gas's FERC Gas Tariff and as indicated on Exhibit "A" herein,
which Rate Schedule is by reference made a part of this Agreement. The maximum
rates for such service consist of a monthly reservation charge multiplied by
Customer's firm transportation demand as specified in Section 2.1 herein. The
reservation charge shall be billed as of the effective date of this Agreement.
In addition to the monthly reservation charge, Customer agrees to pay Texas Gas
each month the maximum commodity charge up to Customer's Transportation Contract
Demand. For any quantities delivered by Texas Gas in excess of Customer's
Transportation Contract Demand, Customer agrees to pay the maximum FT overrun
commodity charge. In addition, Customer agrees to pay:
(a) Texas Gas's Fuel Retention percentage(s).
(b) The currently effective GRI funding unit, if applicable, the currently
effective FERC Annual Charge Adjustment unit charge (ACA), the currently
effective Take-or-Pay surcharge, or any other then currently effective
surcharges, including but not limited to Order 636 Transition Costs.
If Texas Gas declares force majeure which renders it unable to perform service
herein, then Customer shall be relieved of its obligation to pay demand charges
for that part of its FT Contract Demand affected by such force majeure event
until the force majeure event is remedied.
4
Unless otherwise agreed to in writing by Texas Gas and Customer, Texas Gas may,
from time to time, and at any time selectively after negotiation, adjust the
rate(s) applicable to any individual Customer; provided, however, that such
adjusted rate(s) shall not exceed the applicable Maximum Rate(s) nor shall they
be less than the Minimum Rate(s) set forth in the currently effective Sheet No.
10 of this Tariff. If Texas Gas so adjusts any rates to any Customer, Texas Gas
shall file with the Commission any and all required reports respecting such
adjusted rate.
8.2 In the event Customer utilizes a Secondary Point(s) of Receipt or
Delivery for transportation service herein, Customer will continue to pay the
monthly reservation charges as described in Section 8.1 above. In addition,
Customer will pay the maximum commodity charge applicable to the zone in which
gas is received and redelivered up to Customer's Transportation Contract Demand
and the maximum overrun commodity charge for any quantities delivered by Texas
Gas in excess of Customer's winter season or summer season Transportation
Contract Demand. Customer also agrees to pay the ACA, Take-or-Pay Surcharge, GRI
charges, fuel retention charge, and any other effective surcharges, if
applicable, as described in Section 8.1 above.
8.3 It is further agreed that Texas Gas may seek authorization from the
Commission and/or other appropriate body for such changes to any rate(s) and
terms set forth herein or in Rate Schedule FT, as may be found necessary to
assure Texas Gas just and reasonable rates. Nothing herein contained shall be
construed to deny Customer any rights it may have under the Natural Gas Act, as
amended, including the right to participate fully in rate proceedings by
intervention or otherwise to contest increased rates in whole or in part.
8.4 Customer agrees to fully reimburse Texas Gas for all filing fees, if
any, associated with the service contemplated herein which Texas Gas is required
to pay to the Commission or any agency having or assuming jurisdiction of the
transactions contemplated herein.
8.5 Customer agrees to execute or cause its supplier or processor to execute
a separate agreement with Texas Gas providing for the transportation of any
liquids and/or liquefiables, and agrees to pay or reimburse Texas Gas, or
cause Texas Gas to be paid or reimbursed, for any applicable rates or charges
associated with the transportation of such liquids and/or liquefiables, as
specified in Section 24 of the General Terms and Conditions of Texas Gas' FERC
Gas Tariff.
ARTICLE IX
Miscellaneous
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9.1 Texas Gas's Transportation Service hereunder shall be subject to receipt
of all requisite regulatory authorizations from the Commission, or any successor
regulatory authority, and any other necessary governmental authorizations, in a
manner and form acceptable to Texas Gas. The parties agree to furnish each other
with any and all information necessary to comply with any laws, orders, rules,
or regulations.
5
9.2 Except as may be otherwise provided, any notice, request, demand,
statement, or xxxx provided for in this Agreement or any notice which a party
may desire to give the other shall be in writing and mailed by regular mail, or
by postpaid registered mail, effective as of the postmark date, to the post
office address of the party intended to receive the same, as the case may be, or
by facsimile transmission, as follows:
Texas Gas
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Texas Gas Transmission Corporation
0000 Xxxxxxxxx Xxxxxx
Post Office Box 1160
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Gas Revenue Accounting (Xxxxxxxx and Statements)
Transportation & Exchange (Other Matters)
Nomination & Allocation (Nominations)
Fax (000) 000-0000
Customer
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Boston Gas Company
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxxxxxxxx Xxxxxx
The address of either party may, from time to time, be changed by a party
mailing, by certified or registered mail, appropriate notice thereof to the
other party. Furthermore, if applicable, certain notices shall be considered
duly delivered when posted to Texas Gas's Electronic Bulletin Board, as
specified in Texas Gas's tariff.
9.3 This Agreement shall be governed by the laws of the State of Kentucky.
9.4 Each party agrees to file timely all statements, notices, and petitions
required under the Commission's Regulations or any other applicable rules or
regulations of any governmental authority having jurisdiction hereunder and to
exercise due diligence to obtain all necessary governmental approvals required
for the implementation of this Transportation Agreement.
9.5 All terms and conditions of Rate Schedule FT and the attached Exhibits
A, A-I, B, and C are hereby incorporated to and made a part of this Agreement.
9.6 This contract shall be binding upon and inure to the benefit of the
successors, assigns, and legal representatives of the parties hereto.
9.7 Neither party hereto shall assign this Agreement or any of its rights or
obligations hereunder without the consent in writing of the other party.
Notwithstanding the foregoing, either party may assign its right, title and
interest in, to and by virtue of this Agreement including any and all
extensions, renewals, amendments, and supplements thereto, to a trustee or
trustees ,
6
individual or corporate, as security for bonds or other obligations or
securities, without such trustee or trustees assuming or becoming in any respect
obligated to perform any of the obligations of the assignor and, if any such
trustee be a corporation, without its being required by the parties hereto to
qualify to do business in the state in which the performance of this Agreement
may occur, nothing contained herein shall require consent to transfer this
Agreement by virtue of merger or consolidation of a party hereto or a sale of
all or substantially all of the assets of a party hereto, or any other corporate
reorganization of a party hereto.
9.8 This Agreement insofar as it is affected thereby, is subject to all
valid rules, regulations, and orders of all governmental authorities having
jurisdiction.
9.9 No waiver by either party of any one or more defaults by the other in
the performance of any provisions hereunder shall operate or be construed as a
waiver of any future default or defaults whether of a like or a different
character.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective representatives thereunto duly authorized, on the day
and year first above written.
ATTEST: TEXAS GAS TRANSMISSION CORPORATION
[SIGNATURE ILLEGIBLE] By [SIGNATURE ILLEGIBLE]
--------------------------- ------------------------------
Vice President
WITNESSES: BOSTON GAS COMPANY
By Xxxxxxx X. Xxxxxxx
___________________________ ------------------------------
Vice President
[SIGNATURE ILLEGIBLE]
--------------------- Attest: _________________________
____ Secretary
Date of Execution by Customer:
18 March 94
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7
Firm Transportation Agreement
Contract No. T4855
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Exhibit "A"
Firm Point(s) of Receipt
BOSTON GAS COMPANY
Meter Daily Firm Fuel Use/Loss (%)
Zone Number NAME Capacity (MMBtu) Winter Summer
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1 9866 Cornerstone-Ada 398 2.68 2.02
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1 2102 Xxxxxxxx 1,059 2.68 2.02
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1 2455 Beacon 133 2.68 2.02
---- ----
1 0000 Xxxxxx Xxxxxxxxx Xxxxxx 133 2.68 2.02
---- ----
1 9303 Helena #2 1,018 2.68 2.02
---- ----
SL 9446 NGPL - Xxxxx 2.199 2.68 2.02
---- ----
SL 9471 Sohio 126 2.68 2.02
---- ----
SL 9843 Mobile- Xxxxx 2.314 2.68 2.02
---- ----
SL 9035 Anr-Xxxxxx 16 2.68 2.02
---- ----
SL 0000 Xxxxx Xxx 3,805 2.68 2.02
---- ----
SL 9003 Xxxx 2,445 2.68 2.02
Notes: 1) Further information on Receipt Point Description, Facilities, and MAOP
can be found under the Receipt Point tab in Texas Gas's Gas Quest
Manual.
DEMAND COMMODITY
FT CHARGES:
EXHIBIT "A-1"
SECONDARY POINTS OF RECEIPT
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Supply
----------------------------------------------------------------
Lateral Segment Meter Supply Point
No.
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NORTH LOUISIANA
Carthage-Haughton
2102 Xxxxxxxx
9805 Delhl
9051 Xxxxxxx
9860 Xxxxxx - Xxxxxxxxx/Xxxxxx
8116 Texas Eastern-Sligo
9884 Valero-Carthage
Xxxxxxxx-Xxxxxx
8003 Xxxxxxxxx
2455 Beacon
9866 Cornerstone-Ada
2173 Crystal Oil-West Arcadia
2340 X.X. Xxxxxxxxx-Xxxxxx
2186 LGI#1
2456 XxXxxxxxx
2459 Minden Pan-Am #1
2457 Xxxxxx-Xxxx
9819 Xxxxxx-Xxxxxx
9461 Xxxx-XxXxxxxxxx
2760 Sligo Plant
9834 Texaco-Athens
Xxxxxx-East
2631 Xxxxxxx Plant
2202 Ergon-Monroe
8760 Lonewa
8020 MRT-Bastrop
9302 Xxxxx
9812 Par Minerals/Downsville
9823 Reliance-Xxxxxxx
2612 Reliance-West Monroe
0000 Xxxxxxxxx-Xxxxxxx
Xxxxxx
2145 Claiborne
2010 Fina Oil-HICO
9818 PGC-Bodcaw
2757 Texas Eastern - Xxxxxx
2756 Texas Eastern - Xxxxxx (Master List)
Page 1
EXHIBIT "A-1"
SECONDARY POINTS OF RECEIPT
----------------------------------------------------------------
Supply
----------------------------------------------------------------
Lateral Segment Meter Supply Point
No.
----------------------------------------------------------------
WEST
Iowa-Xxxxxx
2091 Caribbean-China #1
2092 Caribbean-China #2
2093 Caribbean-China #3
9038 Coastal/ANR-Iowa
9839 Great Southern-Woodlawn
8170 Iowa
0000 Xxxxxx Xxxxxxx-Xxxxxxxx
9890 Source Petroleum-S. Elton #1
9896 Source Petroleum-S. Elton #2
2883 Tee Oil-Woodlawn
0000 Xxxxxxx Xx. 0
Xxxxxxx Xxx-Xxxxxxxx
0000 Xxxxxxxxxx Co.-South Thornwell
2615 Xxxxxxxx Xxxx Xxxxx-X. Xxxxxxxxx
2170 Xxxxxxxx-North Xxxxxxxx
9828 Denovo-Lake Xxxxxx
2207 Xxxxxx Petroleum-Xxxxxxxx
9028 Gas Energy Development-Xxxxx
0000 Xxxxxx-Xxxxxxxx
0000 XXX Xxxxxxxxxxx-Xxxxxxxx
0000 Xxxxxx Xxxxxxx-Xxxxxxx Xxx
8071 LRC-Mallard Bay
9813 Rio Bravo
2701 Samedan-N Xxxxxxxx
2635 Shell-Chalkley
2266 South Mallard-BayAmerical
2822 Superior-X. Xxxxxxxxx
9879 Total Minatone-Xxxx City
2885 Union Texas-Welsh
0000 Xxxxx Xxxxx
XXXXXXXXX
Xxxx Xxxxxxx-Xxxxx
2581 E.C.14
9872 E.C.9A
2033 Little Cheniere-Arco
2034 Little Cheniere-Xxxxxx
2392 LRC-Grand Cheniere
Page 2
