Exhibit 10.1
FIRST AMENDMENT TO GAS PURCHASE AGREEMENT
BETWEEN CITIZENS GAS UTILITY DISTRICT AND
ALAMCO, INC.
THIS FIRST AMENDMENT TO THE AGREEMENT by and between Citizens Gas Utility
District, a Tennessee gas utility district (hereinafter the "Buyer") and Alamco,
Inc., a Delaware corporation (hereinafter the "Seller"), is effective as of
November 1, 1997.
WHEREAS, Buyer and Seller are parties to that Gas Purchase Agreement
effective as of November 1, 1996 (the "Prior Agreement"); and
WHEREAS, both parties desire to extend the term of that Prior Agreement
and to amend it as specified herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties, intending to be legally bound, hereby agree to
amend the terms of the Prior Agreement as follows:
III. TERM
1. This Agreement shall be effective from November 1, 1997 through
October 31, 1999. After the primary term, this Agreement shall continue from
month-to-month thereafter, unless earlier terminated as provided hereunder or
upon thirty (30) days written notice to the other party.
2. If Buyer fails to take and purchase the required contract quantity
specified in Section II for five (5) consecutive days for any reason, including
without limitation Force Majeure, then Seller, without waiving any other
available rights or remedies, may (i) terminate this Agreement upon written
notice to Buyer, or (ii) sell all or any portion of the gas not taken to third
parties. Without limiting the foregoing, such termination shall not waive
Seller's rights, if any, against Buyer for Buyer's breach, if any, of this
Agreement.
3. If Buyer is required by any federal, state or local agency or its
governing body to reduce the price it pays Seller from that set forth in Section
VI hereof, it may either reduce the price, subject to agreement by Seller, or
terminate this Agreement by notifying Seller thirty (30) days in advance of such
reduction or termination. Provided, however, that in the event Seller does not
agree to such price reduction or this Agreement is terminated, Buyer shall
provide transportation services on its pipeline and facilities to Seller in
accordance with Section IX hereof.
VIII. BILLING AND PAYMENT
1. Buyer will be providing Seller with a statement reflecting volumes
delivered hereunder as well as payment for those volumes on or before thirty
(30) days after the end of a given Billing Period. During the period April 1
through October 31, the volumes which are measured at the Delivery Point(s)
shall be reduced by one and six tenths percent (1.6%) for fuel and retainage and
Seller shall be paid on volumes net of this fuel. For the period November 1
through March 31, there will be no fuel and retainage charge.
2. Seller shall have the right at reasonable hours to examine the
books, records and charts of Buyer to the extent necessary to verify the
accuracy of any statement, charge, or computation made pursuant to the
provisions of any Section hereof.
3. If an overpayment or underpayment in any form whatsoever shall at
any time be found, Seller shall refund the amount of the overpayment received by
Seller and Buyer shall pay the amount of the underpayment within thirty (30)
days after final determination thereof; provided, however, that no retroactive
adjustment shall be made for any overpayment or underpayment beyond a period of
forty-eight (48) months from the date a discrepancy occurred.
All other terms and conditions of the Prior Agreement not otherwise
modified herein, shall remain in full force and effect.
WITNESS the above execution hereof as of the date first written above.
WITNESS: BUYER:
CITIZENS GAS UTILITY DISTRICT
/s/ Xxxxxxx X. Xxxxxx, III BY: /s/Xxxxxx Xxxxxx
---------------------------- -------------------------
Its: General Manager
----------------------
WITNESS: SELLER:
ALAMCO, INC.
/s/ Xxxx Xxxxxxx BY: /s/ Xxxx X. Xxxxxxxx
----------------------------- --------------------------
Its: President/CEO
-------------------------
