EXHIBIT 10.83
February 4, 1997
Mr. J. Xxxx Xxxxxx, Mgr. - Gas Supply
Louisville Gas and Electric Company
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
RE: Amendment of Gas Transportation Agreement
Dated November 1, 1996
Service Package No. 10609
Dear Clay:
Tennessee Gas Pipeline Company and Louisville Gas and Electric Company agree
to amend the above mentioned Agreement which Amendment will be effective
November 1, 1997; (i) to extend the term of the Agreement for one year
through October 31, 2002; and (ii) to increase the Transportation Quantity
from 30,000 Dth to 51,000 Dth pursuant to the terms and conditions of
Tennessee Gas Pipeline Company's FERC Gas Tariff.
Except as amended herein, all terms and provisions of the Agreement shall
remain in full force and effect as written.
If the foregoing is in accordance with your understanding of the Agreement,
please so indicate by signing and returning to my attention both originals of
this letter. Upon Tennessee's execution, an original will be forwarded to
you for your files.
Should you have any questions, please do not hesitate to contact me at
(000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Tennessee Gas Pipeline Company
ACCEPTED AND AGREED TO ACCEPTED AND AGREED TO
This 6th Day of February , 1997 This Day of
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LOUISVILLE GAS AND ELECTRIC CO. TENNESSEE GAS PIPELINE CO.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Signed
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Title: Vice President-Gas Service Business Title: Vice President and
Agent and Attorney-In-Fact
February 4, 1997
Mr. J. Xxxx Xxxxxx
Manager-Gas Supply
Louisville Gas and Electric Company
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxxxxx 00000
RE: Firm Transportation Discount Agreement
TGP FT-A Contract No. 10609
Dear Clay:
In response to your request and pursuant to Section 5.1 of Tennessee Gas
Pipeline Company's ("TGP") FT-A Rate Schedule (Fifth Revised Volume No. 1,
Original Sheet Number 159), TGP hereby agrees to adjust its Rate Schedule FT-A
Transportation rate, as it may be established from time to time, as follows:
1. a) For the period commencing November 1, 1997 and extending
through October 31, 2002, for gas delivered by TGP on behalf
of Louisville Gas and Electric Company ("LG&E") at Calvary,
meter number 02-0844, or Monroe SMS, meter number 02-0843,
under TGP Service Package No. 10609 (the "FT-A Agreement") the
applicable FT-A rates for volumes received by TGP shall be the
lesser of (i) the 100% load factor derivative of the
then-effective maximum Rate Schedule FT-A reservation and
commodity rate, or (ii) the 100% load factor daily equivalent
weighted average rate of $.3307 per Dth. This rate will be
composed of a monthly reservation rate of $9.08 per Dth and a
daily commodity rate of $.0490 per Dth for receipts in TGP's
Zone 0 and a monthly reservation rate of $7.63 per Dth and a
daily commodity rate of $.0192 per Dth for receipts in TGP's
Zone 1. In the event LG&E amends the FT-A Agreement in a
manner that transfers receipt capacity held in one zone to
another, the parties agree to adjust the aforementioned
reservation and commodity rates such that the 100% load factor
daily equivalent weighted average rate of $.3307 per Dth is
maintained. These rates are inclusive of all surcharges.
b) [Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
Mr. J. Xxxx Xxxxxx
February 4, 1997
Page 2
c) LG&E shall provide or otherwise pay for fuel, use and lost and
unaccounted for gas pursuant to the fuel factors and other
terms and conditions of TGP's FERC Gas Tariff. Except as
provided in any settlement or any other agreement between LG&E
and TGP, LG&E shall not be prohibited from challenging such
fuel factors and other provisions of the General Terms and
Conditions of TGP's FERC Gas Tariff.
d) LG&E shall not be subject to any additional charges,
surcharges, or direct bills beyond the rates described above
during the term of this Agreement and any extension thereof.
LG&E also shall not be subject to liability or responsibility
for PCB or other environmental clean-up costs charged against
TGP unless such charges are a result of work performed by LG&E
or its agent(s).
e) [Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
f) [Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
2. a) [Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
b) The special rates in Section 1(a) of this Agreement shall
apply only to firm transportation to Calvary and Monroe. The
discount rates specified herein will continue to be available
to LG&E should LG&E release any portion, including any
segmentation thereof, of the capacity rights secured by this
Agreement at the point(s) of delivery at Calvary and Monroe.
TGP's maximum reservation and commodity rates for firm
transportation under Rate Schedule FT-A shall apply to
deliveries of gas at other points.
3. Upon expiration of the primary term of the FT-A Agreement, LG&E may
elect to extend such FT Agreement for one or more years.
[Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
Mr. J. Xxxx Xxxxxx
February 4, 1997
Page 3
[Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
LG&E shall also not be subject to any liability or responsibility
for PCB or other environmental clean-up costs unless said liability
is the direct result of work performed by LG&E.
4. The discounted rate specified herein will become effective subject
to the conditions specified herein. Should the Federal Energy
Regulatory Commission ("FERC"), or any court having jurisdiction,
at any time disallow any rate discount agreed to by TGP herein,
then TGP's maximum applicable FT-A rate shall apply to all
transportation services affected by such disallowances from the
effective date of the order. TGP agrees to seek rehearing of
FERC's order disallowing TGP's rate discount to LG&E agreed to by
TGP herein. LG&E may require TGP to appeal such order to the
appropriate court having jurisdiction. If LG&E elects to require
TGP to file such appeal, LG&E hereby agrees to assume one-half of
the costs of such appeal. Should TGP prevail on rehearing or
appeal, TGP agrees to refund to LG&E the difference between (a) the
maximum FT-A rate charged by TGP to LG&E as of the effective date
of the FERC order disallowing the rate discount, and (b) the
discounted rate agreed to herein. TGP agrees to make such refund
within thirty (30) days of the date that FERC grants rehearing or
the court reverses FERC's order disallowing the rate discount. No
policy statement, rulemaking, or rate order of general
applicability shall be deemed to have disallowed the discount to
LG&E provided for by this Discount Agreement, unless TGP seeks
clarification of such Commission action and the Commission
specifically finds that the discount to LG&E is to be disallowed.
In no event will TGP charge LG&E in excess of the applicable
maximum FT-A transportation rates established in TGP's tariff nor
less than the applicable minimum FT-A rates.
5. In case of a conflict, the terms of this Discount Agreement will
take precedence over the terms of the FT-A Agreement.
6. This agreement and any succeeding agreement pertaining to
discounted rates shall be known as the Discount Agreement.
7. Effective November 1, 1997, this Discount Agreement replaces in its
entirety the discount agreement between TGP and LG&E dated October
18, 1995.
Mr. J. Xxxx Xxxxxx
February 4, 1997
Page 4
8. [Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
Please acknowledge your acceptance of this proposal by signing below and
returning one copy to the undersigned. Retain the other original for your
records.
Sincerely,
/s/ Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx
TENNESSEE GAS PIPELINE COMPANY
By: /s/ Signed
----------------------------------
Its: Agent and Attorney-In-Fact
LOUISVILLE GAS AND ELECTRIC COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Date: February 6, 1997
Exhibit "B"
February 4, 1997
Mr. J. Xxxx Xxxxxx
Manager - Gas Supply
Louisville Gas and Electric Company
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
Re: Letter of Understanding Regarding
Redesigning Special Reservation and Daily
Commodity Rate Pursuant to Firm
Transportation Discount Agreement Dated
February 4, 1997
Dear Clay:
[Omitted pursuant to confidential treatment request. Material
filed separately with SEC.]
Mr. J. Xxxx Xxxxxx
February 4, 1997
Page 2
LG&E does not intend by such agreement to concede to any other
interpretation or construction of Sections 1(e), 1(f), and 9 of the Discount
Agreement or to have waived its right to insist on strict enforcement of all
terms and conditions of the Discount Agreement.
Due to limitations in Tennessee's computerized billing system, Tennessee
agrees to henceforth provide LG&E with individually-generated monthly invoices
to reflect the changes noted above.
Tennessee further agrees that, beginning November 1, 1997, and throughout
the term of the Discount Agreement, at least ten (10) days before rendering its
monthly invoice to LG&E, Tennessee will provide LG&E with a letter setting forth
the base reservation and daily commodity rate components of the Special Rates
and each of the applicable surcharges (E.G., GRI, PCB, GSR, ACA, ETC.) to be
billed pursuant to the terms of the Discount Agreement.
Very truly yours,
/s/ Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx
Agreed and Accepted this Agreed and Accepted this
[Date] day of February , 1997 6th day of February , 1997
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/s/ Xxx Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxx Xxxxxxxxx, Xxxxxxx X. Xxxxxx
Director - Central Team Vice President - Gas Service Business
Tennessee Gas Pipeline Company Louisville Gas and Electric Company
