EXHIBIT 10(xxxix)
Service Package No. 8703
Amendment No. 0
GAS STORAGE CONTRACT
(For Use Under Rate Schedule FS)
THIS AGREEMENT is made and entered into as of the 1st day of
November, 1994, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware Corporation, hereinafter referred to as "Transporter" and
ELIZABETHTOWN GAS COMPANY, a Division of NUI Corporation, a New Jersey
corporation, hereinafter referred to as "Shipper." Transporter and
Shipper shall collectively be referred to herein as the "parties."
ARTICLE I - SCOPE OF CONTRACT
Following the commencement of service hereunder, in accordance with the
terms of Transporter's Rate Schedule FS, and of this Agreement,
Transporter shall receive for injection for Shipper's account a daily
quantity of gas up to Shipper's Maximum Injection Quantity of 670 (Dth)
and Maximum Storage Quantity of 100,485 dekatherms (Dth) (on a
cumulative basis) and on demand shall withdraw from Shipper's storage
account and deliver to Shipper a daily quantity of gas up to Shipper's
Maximum Daily Withdrawal Quantity of 1,014 Dth.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery by
Transporter to Shipper under this Agreement shall be at the storage
service point at Transporter's Compressor Station NORTHERN.
ARTICLE III - PRICE
1. Shipper agrees to pay Transporter for all natural gas storage
service furnished to Shipper hereunder, including compensation for
system fuel and losses, at Transporter's legally effective rate or at
any effective superseding rate applicable to the type of service
specified herein. Transporter's present legally effectively rate for
said service is contained in Transporter's Tariff as filed with the
Federal Energy Regulatory Commission.
2. Shipper agrees to reimburse Transporter for any filing or similar
fees, which have not been previously paid by Shipper, which Transporter
incurs in rendering service hereunder.
3. Shipper agrees that Transporter shall have the unilateral right to
file with the appropriate regulatory authority and make effective
changes in (a) the rates and charges applicable to service pursuant to
Transporter's Rate Schedule FS, (b) the rate schedule(s) pursuant to
which service hereunder is rendered, or (c) any provision of the General
Terms and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned filings,
or may seek authorization from duly constituted regulatory authorities
for such adjustment of Transporter's existing FERC Gas Tariff as may be
found necessary to assure Transporter's just and reasonable rates.
ARTICLE V - TERM OF CONTRACT
This Agreement shall be effective as of the 1st day of November, 1994
and shall remain in force and effect until 31st March, 2013 ("Primary
Term" ) and on a month to month basis thereafter unless terminated by
either Party upon at least thirty (30) days prior written notice to the
other Party; provided, however, that if the Primary Term is one year or
more, then unless Shipper elects upon one year's prior written notice to
Transporter to request a lesser extension term, the Agreement shall
automatically extend upon the expiration of the primary term for a term
of five years; and shall automatically extend for successive five year
terms thereafter unless shipper provides notice as described above in
advance of the expiration of a succeeding term; provided further, if the
FERC or other governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment of such
service, this Agreement shall terminate on the abandonment date
permitted by the FERC or such other governmental body.
ARTICLE VI - NOTICES
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement shall be
in writing and mailed to the post office address of the party intended
to receive the same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: ELIZABETHTOWN GAS COMPANY
% NUI CORPORATION
550 Xxxxx 000-000
X. X. Xxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: XXXXX XXXXXXXX
BILLING: ELIZABETHTOWN GAS COMPANY
% NUI CORPORATION
000 Xxxxx 000-000
P. O. Xxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: XXXXX XXXXXXXX
or to such other address as either Party shall designate by formal
written notice to the other.
ARTICLE VII - ASSIGNMENT
Any company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Transporter or of
Shipper, as the case may be, shall be entitled to the rights and shall
be subject to the obligations of its predecessor in title under this
contract. Otherwise no assignment of the contract or any of the rights
or obligations thereunder shall be made by shipper, except pursuant to
the General Terms and Conditions of Transporter's FERC Gas Tariff.
It is agreed, however, that the restrictions on assignment contained in
this Article shall not in any way prevent either Party to the Contract
from pledging or mortgaging its rights thereunder as security for its
indebtedness.
ARTICLE VIII - MISCELLANEOUS
8.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
8.2 If any provision of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
8.3 Unless otherwise expressly provided in this Agreement or
Transporter's Tariff, no modification of or supplement to the terms
and provisions stated in this Agreement shall be or become
effective, until Shipper has submitted a request for change through
the TENN-SPEED 2 System and Shipper has been notified through TENN-
SPEED 2 of Transporter's agreement to such change.
ARTICLE IX - PRIOR AGREEMENTS CANCELLED
Transporter and shipper agree that this Contract, as of the date hereof,
shall supersede and cancel the following contract(s) between the parties
hereto:
Agreement for Storage Service Package 1584 dated September 1, 1993.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duty executed in several counterparts as of the date first
hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /S/ Xxxxx Xxxxxx
Agent and Attorney-in-Fact
DATE: 1/20/05
ELIZABETHTOWN GAS COMPANY
a Division of NUI Corporation
BY: /S/ Xxxxxxx X. Xxxxx
TITLE: Vice President, NUI Corporation
DATE: August 25, 1993
