<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998
REGISTRATION NUMBER 333-53533
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
COGEN TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4911 76-0571474
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
COGEN TECHNOLOGIES, INC.
711 LOUISIANA, 33RD FLOOR
HOUSTON, TEXAS 77002
713/336-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD A. LYDECKER, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
711 LOUISIANA, 33RD FLOOR
HOUSTON, TEXAS 77002
713/336-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
CHARLES H. STILL JOSEPH A. COCO
FULBRIGHT & JAWORSKI L.L.P. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1301 MCKINNEY, SUITE 5100 LLP
HOUSTON, TEXAS 77010-3095 919 THIRD AVENUE
713-/651-5151 NEW YORK, NY 10022-3897
212/735-3000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTES
This Amendment No. 2 to Registration Statement on Form S-1 has been filed
solely to effect the filing of Exhibits 4.1, 10.4, 10.33, and 10.79 through
10.82.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the Offering are:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................ $265,000
NASD Filing Fee.................................................... 30,500
New York Stock Exchange Listing for Common Stock................... *
Legal Fees and Expenses............................................ *
Accounting Fees and Expenses....................................... *
Printing Expenses.................................................. *
Transfer Agent and Registrar Fees.................................. *
Miscellaneous...................................................... *
--------
TOTAL............................................................ $ *
========
</TABLE>
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Company's Certificate of Incorporation and Article X
of the Companys Bylaws provide for mandatory indemnification to at least the
extent specifically allowed by Section 145 of the General Corporation Law of
the State of Delaware (the GCL).
Pursuant to Section 145 of the GCL, the Company generally has the power to
indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit
to which they are, or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
in which they reasonably believed to be, or not opposed to, the best interest
of the Company, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the Company, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to the Registrant unless the court determines
that indemnification is appropriate. The statute expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Company also has the power to purchase and maintain
insurance for such persons.
The above discussion of the Company's Certificate of Incorporation and
Bylaws and Section 145 of the GCL is not intended to be exhaustive and is
qualified in its entirety by such document and statute.
Directors and Officers are insured at the Company's expense, against certain
liabilities which might arise out of their employment and which are not
subject to indemnification under the Bylaws.
Reference is made to the form of Underwriting Agreement, filed as Exhibit
1.1 hereto, which contains provisions for indemnification of the Company, its
directors, officers and any controlling persons by the Underwriters against
certain liabilities for information furnished by the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the organization of the Company, in May 1998 an aggregate
of 1,000 shares of Common Stock were issued to the McNair Interests and the
Minority Interests pursuant to Section 4(2) of the Securities Act of 1993, as
amended.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<C> <S>
+1.1 Form of Underwriting Agreement.
+3.1 Certificate of Incorporation.
+3.2 Bylaws.
4.1 Form of Common Stock Certificate.
+4.2 See Exhibits 3.1 and 3.2 hereto for provisions of the Certificate
of Incorporation and Bylaws of Cogen defining the rights of the
holders of Common Stock.
+4.3 Indenture dated , between Cogen Technologies, Inc. and
, as Trustee.
+4.4 Rights Agreement dated as of , 1998, between Cogen
Technologies, Inc. and , as Rights Agent, which includes
as exhibits, the form of Right Certificate and the Summary of
Rights to Purchase Common Shares.
+5.1 Opinion of Fulbright & Jaworski L.L.P.
*10.1 Power Purchase Agreement dated April 14, 1989 between Consolidated
Edison Company of New York, Inc. and Cogen Technologies, Inc.
*10.2 First Amendment dated September 19, 1990 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
*10.3 Second Amendment dated December 22, 1993 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
10.4 Gas Service Agreement between Cogen Technologies Linden Venture,
L.P. and Public Service Electric and Gas Company and Elizabethtown
Gas Company dated July 13, 1990 (Confidential Treatment for certain
provisions of this agreement has been requested pursuant to Rule
406 under the Securities Act).
*10.5 Agreement between Cogen Technologies Linden Venture, L.P. and Exxon
Corporation for the Sale of Steam dated August 1, 1990.
*10.6 Backup Fuel Storage and Supply Agreement between Cogen Technologies
Linden Venture, L.P. and Exxon Corporation dated October 4, 1991.
*10.7 Ground Lease Agreement between Cogen Technologies Linden Venture,
L.P. and Exxon Corporation dated August 1, 1990.
*10.8 Operation and Maintenance Agreement by and between Cogen
Technologies Linden Venture, L.P. and General Electric Company
dated June 6, 1997.
*10.9 Amended and Restated Term Loan Agreement, dated as of September 15,
1992, between Cogen Technologies Linden, Ltd. and State Street Bank
and Trust Company of Connecticut, National Association, as Trustee.
*10.10 First Amendment, dated April 30, 1993, to the Amended and Restated
Term Loan Agreement, dated as of September 15, 1992, between Cogen
Technologies Linden, Ltd. and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee.
*10.11 Amended and Restated Agreement of Limited Partnership of Cogen
Technologies Linden Venture, L.P., dated as of September 15, 1992.
*10.12 First Amendment, dated April 30, 1993, to the Amended and Restated
Agreement of Limited Partnership of Cogen Technologies Linden
Venture, L.P., dated as of September 15, 1992.
*10.13 Agreement of Limited Partnership of Cogen Technologies Linden,
Ltd., effective as of June 28, 1989.
*10.14 First Amendment, dated as of February 14, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.15 Second Amendment, dated as of July 31, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.16 Easement Agreement dated June 21, 1991 among Cogen Technologies
Linden Venture, L.P., Texas Eastern Cryogenics, Inc., Texas Eastern
Transmission Corporation and Houston Center Corporation and
Assignment and Conveyance dated December 22, 1993.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
*10.17 Amended and Restated Security Deposit Agreement and Escrow
Agreement dated as of September 17, 1992 among Cogen Technologies
Linden Venture, L.P., Cogen Technologies Linden, Ltd., State Street
Bank and Trust Company of Connecticut as Limited Partner and as
Lender and Midatlantic National Bank, as amended by Amendment dated
April 30, 1993.
*10.18 Promissory note dated May 22, 1986 by Cogen Technologies N.J., Inc.
in favor of Bayonne Industries, Inc.
*10.19 Assignment and Security agreement dated February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.20 Collateral Agency Agreement dated as of February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.21 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Cogen Technologies Linden Venture, L.P. and Anadarko Energy
Services Company dated July 1, 1997.
*10.22 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Engage Energy US, L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and The
Coastal Corporation dated July 1, 1997.
*10.23 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Columbia Energy Services Corporation and
Guaranty Agreement between Cogen Technologies Linden Venture, L.P.
and Columbia Gas Systems Corporation dated July 1, 1997.
*10.24 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Sonat Marketing Company L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. Sonat,
Inc. dated July 1, 1997.
*10.25 Amended and Restated Firm Gas Purchase and Sale Agreement between
Cogen Technologies Linden Venture, L.P. and Texaco Natural Gas Inc.
and Guaranty Agreement between Cogen Technologies Linden Venture,
L.P. and Texaco Exploration and Production Inc. dated July 1, 1997.
*10.26 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Vastar Gas Marketing, Inc. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and
Vastar Resources, Inc. dated July 1, 1997.
*10.27 Letter of Credit and Reimbursement Agreement dated as of September
17, 1992 between Cogen Technologies Linden Venture, L.P. and
General Electric Capital Corporation.
*10.28 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Columbia Energy Services Corporation and Guaranty Agreement between
Camden Cogen, L.P. and Columbia Gas Systems Corporation dated July
1, 1997.
*10.29 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Texaco Natural Gas Inc. and Guaranty Agreement between Camden
Cogen, L.P. and Texaco Exploration and Production Inc. dated July
1, 1997.
*10.30 Power Purchase and Interconnection Agreement, dated April 15, 1988,
between Public Service Electric and Gas Company and Camden Cogen,
L.P.
*10.31 First Amendment, dated June 12, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
*10.32 Second Amendment, dated August 31, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
10.33 Gas Service Agreement, dated May 15, 1991, between Camden Cogen
L.P. and Public Service Electric and Gas Company (Confidential
Treatment for certain provisions of this agreement has been
requested pursuant to Rule 406 under the Securities Act).
*10.34 First Amendment, dated November 1, 1991, to the Gas Service
Agreement dated May 15, 1991 between Camden Cogen L.P. and Public
Service Electric and Gas Company.
*10.35 Energy Purchase Agreement, dated December 18, 1989, between Camden
Cogen, L.P. and Camden Paperboard Corporation.
*10.36 Amendment and Restatement dated as of April 1, 1993 of the
Construction and Term Loan Agreement dated as of February 4, 1992
among Camden Cogen, PL.P. and General Electric Capital Corporation,
et al.
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
*10.37 Amendment No. 1 dated as of December 22, 1993 to the Amendment and
Restated dated as of April 1, 1993 of the Construction and Term
Loan Agreement dated as of February 4, 1992 among Camden Cogen
PL.P. and General Electric Capital Corporation, et al.
*10.38 Term Loan Agreement, dated as of the Conformed Agreement Date,
among Cogen Technologies Camden GP Limited Partnership and General
Electric Capital Corporation.
*10.39 Amendment No. 1 dated as of April 1, 1993 to the Term Loan
Agreement, dated as of the Conformed Agreement Date, among Cogen
Technologies Camden GP Limited Partnership and General Electric
Capital Corporation.
*10.40 Agreement of Limited Partnership of Cogen Technologies Camden GP
Limited Partnership, dated as of July 26, 1991.
*10.41 First Amendment, dated December 1, 1991, to the Agreement of
Limited Partnership of Cogen Technologies Camden GP Limited
Partnership, dated as of July 26, 1991.
*10.42 Amended and Restated Agreement of Limited Partnership of Camden
Cogen L.P., dated as of February 9, 1993.
*10.43 Amendment No. 1 dated as of April 1, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.44 Amendment No. 2 dated as of December 22, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.45 Operation and Maintenance Agreement by and between Camden Cogen
L.P. and General Electric Company dated June 6, 1997.
*10.46 Mortgage dated February 4, 1992 between General Electric Capital
Corporation and Camden Cogen, L.P., as amended by First Amendment
to Mortgage dated April 19, 1993 and Assignment of Mortgage dated
December 22, 1993.
*10.47 Second Amended and Restated Security Deposit Agreement dated
December 22, 1993 between Bank of Tokyo Trust Company, Toronto
Dominion Bank Trust Company, Camden Cogen, L.P., General Electric
Capital Corporation and Cogen Technologies Camden GP Limited
Partnership and Successor Security Deposit Agreement dated December
22, 1993.
*10.48 Security Agreement dated as of the Conformed Agreement Date between
General Electric Capital Corporation and Camden Cogen, L.P.,
Amendment No. 1 dated April 1, 1993 and Amendment No. 2 dated
December 22, 1993.
*10.49 Pledge and Security Agreement dated as of the Conformed Agreement
Date between General Electric Capital Corporation and Cogen
Technologies Camden Inc., Amendment No. 1 dated April 1, 1993 and
Amendment No. 2 dated December 22, 1993.
*10.50 Mortgage from Camden Cogen L.P., Mortgagor, to General Electric
Power Funding Corporation, Mortgagee, Dated as of February 4, 1992.
*10.51 Second Mortgage from Camden Cogen L.P., Mortgagor, to Public
Service Electric and Gas Company, Mortgagee, Dated as of February
4, 1992.
*10.52 Interest Rate and Currency Exchange Agreement dated April 1, 1993
General Electric Capital Corporation and Camden Cogen, L.P.,
Confirmation Letter dated April 1, 1993 and Amendment No. 1 dated
December 22, 1993.
*10.53 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Camden Cogen, L.P. and Anadarko Energy Services Company
dated July 1, 1997.
*10.54 Agreement for the Sale of Steam and Electricity dated June 13, 1985
between IMTT-Bayonne and Cogen Technologies NJ, Inc., as amended by
Amendment dated May 26, 1986 and Consent to Assignment dated
December 15, 1988.
*10.55 Agreement for the Sale of Steam between Cogen Technologies NJ
Venture and Exxon Company U.S.A., as amended by Amendment dated
August 21, 1988.
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
*10.56 Letter Agreement for Gas Service between Public Service Electric
and Gas Company and Cogen Technologies NJ Venture dated October 10,
1986.
*10.57 Water Supply Agreement between the City of Bayonne and Cogen
Technologies NJ Venture dated June 1, 1988.
*10.58 Lease Agreement between Bayonne Industries, Inc. and IMTT-Bayonne
and Cogen Technologies NJ Venture dated October 18, 1986.
*10.59 Easement from Bayonne Industries, Inc. and IMTT-Bayonne to Cogen
Technologies NJ Venture dated October 20, 1986, as amended by
Amendment dated December 15, 1988.
*10.60 Power Purchase and Operations Coordination Agreement between Public
Service Electric and Gas Company and Cogen Technologies NJ Venture
dated June 5, 1989.
*10.61 Agreement for Purchase of Electric Power between Cogen Technologies
NJ Inc. and Jersey Central Power & Light Company dated October 29,
1985.
*10.62 Amendment dated September 5, 1986 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 29, 1985.
*10.63 Amendment dated August 1, 1988 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 28, 1985.
*10.64 Operation and Maintenance Agreement by and between Cogen
Technologies NJ Venture and General Electric Company dated June 6,
1997.
*10.65 Revised Transmission Service and Interconnection Agreement between
Public Service Electric and Gas Company and Cogen Technologies NJ
Venture dated April 27, 1987.
*10.66 Term Loan Agreement dated as of November 1, 1987 between Cogen
Technologies NJ Venture and The Prudential Insurance Company of
America.
*10.67 First Amendment dated December 15, 1988 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.68 Second Amendment dated July 31, 1996 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.69 $5,000,000 Revolving Credit Loan Agreement dated as of December 19,
1996 by and between Cogen Technologies NJ Venture and Southwest
Bank of Texas, N.A.
*10.70 First Amendment dated December 19, 1997 to the $5,000,000 Revolving
Credit Loan dated as of December 19, 1996 by and between Cogen
Technologies NJ Venture and Southwest Bank of Texas, N.A.
*10.71 Amended and Restated Joint Venture Agreement of Cogen Technologies
NJ Venture dated August 12, 1986.
*10.72 Option Agreement between Bayonne Industries, Inc. and Cogen
Technologies NJ, Inc. dated May 22, 1986.
*10.73 Purchase and Sale Agreement among Bayonne Industries, Inc., IMTT-
Bayonne and Cogen Technologies NJ, Inc. dated May 22, 1986.
*10.74 Steam Producing Facilities Lease Agreement between Cogen
Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986 and
Consent to Assignment dated May 22, 1986.
*10.75 Mortgage and Security Agreement between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988.
*10.76 Security Agreement and Assignment between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988, as amended by Amendment dated April 22, 1995 and Waiver
dated July 28, 1995.
*10.77 Disbursement and Security Agreement between The Prudential
Insurance Company of America, Midatlantic National Bank and Cogen
Technologies NJ Venture dated December 15, 1988, as amended by
Amendment dated February 9, 1989.
*10.78 Kerosene Fuel Storage Agreement dated May 5, 1994 between IMTT-
Bayonne and Cogen Technologies NJ Venture.
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S>
10.79 Assignment and Security Agreement, dated February 4, 1992, made by
Cogen Technologies Camden GP Limited Partnership in favor of
General Electric Capital Corporation.
10.80 Pledge and Security Agreement, dated as of the Conformed Agreement
Date, made by Cogen Technologies Camden, Inc. in favor of General
Electric Capital Corporation.
10.81 Management Services Agreement dated effective as of September 1,
1989 by and between Cogen Technologies NJ, Inc., Cogen Technologies
Management Company and Robert C. McNair.
10.82 Assignment and Assumption Agreement between Cogen Technologies
Management Company and Cogen Technologies Management Services,
L.P., with respect to Management Services Agreement dated effective
as of September 1, 1989 by and between Cogen Technologies NJ, Inc.,
Cogen Technologies Management Company and Robert C. McNair.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
+21.1 Subsidiaries of the Company.
*23.1 Consent of Arthur Andersen LLP
+23.3 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
*24.1 Power-of-attorney.
</TABLE>
- --------
* Previously filed
+ To be filed by amendment.
As permitted by Item 601(b)(4) of Regulation S-K, the Company has not filed
with this Registration Statement certain instruments defining the rights of
holders of long-term debt of the Company, if any, because the total amount of
securities authorized under any of such instruments does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis. The
Company agrees to furnish a copy of any such agreements to the Securities and
Exchange Commission upon request.
(b) Financial Statement Schedules: None.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of
this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas on the 24th day of August, 1998.
Cogen Technologies, Inc.
(Registrant)
By: /s/ Robert C. McNair
----------------------------------
ROBERT C. MCNAIR
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE DATE
/s/ Robert C. McNair Chairman of the
- ----------------------------------- Board, Chief August 24, 1998
ROBERT C. MCNAIR Executive Officer
and Director
(Principal
Executive Officer)
/s/ Richard A. Lydecker, Jr. Senior Vice
- ----------------------------------- President and Chief August 24, 1998
RICHARD A. LYDECKER, JR. Financial Officer
(Principal
Financial and
Accounting Officer)
* Director August 24, 1998
- -----------------------------------
PHILIP J. BURGUIERES
* Director August 24, 1998
- -----------------------------------
ERNEST H. COCKRELL
* Director August 24, 1998
- -----------------------------------
MALCOLM GILLIS
Director
- -----------------------------------
CHARLES BERDON LAWRENCE
* Director August 24, 1998
- -----------------------------------
CONSTANTINE S. NICANDROS
*By: Richard A. Lydecker, Jr.
- -----------------------------------
RICHARD A. LYDECKER, JR.
As Attorney-in-Fact
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
+1.1 Form of Underwriting Agreement.
+3.1 Certificate of Incorporation.
+3.2 Bylaws.
4.1 Form of Common Stock Certificate.
+4.2 See Exhibits 3.1 and 3.2 hereto for provisions of the Certificate
of Incorporation and Bylaws of Cogen defining the rights of the
holders of Common Stock.
+4.3 Indenture dated , between Cogen Technologies, Inc. and
, as Trustee.
+4.4 Rights Agreement dated as of , 1998, between Cogen
Technologies, Inc. and , as Rights Agent, which includes
as exhibits, the form of Right Certificate and the Summary of
Rights to Purchase Common Shares.
+5.1 Opinion of Fulbright & Jaworski L.L.P.
*10.1 Power Purchase Agreement dated April 14, 1989 between Consolidated
Edison Company of New York, Inc. and Cogen Technologies, Inc.
*10.2 First Amendment dated September 19, 1990 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
*10.3 Second Amendment dated December 22, 1993 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
10.4 Gas Service Agreement between Cogen Technologies Linden Venture,
L.P. and Public Service Electric and Gas Company and Elizabethtown
Gas Company dated July 13, 1990 (Confidential Treatment for certain
provisions of this agreement has been requested pursuant to Rule
406 under the Securities Act)
*10.5 Agreement between Cogen Technologies Linden Venture, L.P. and Exxon
Corporation for the Sale of Steam dated August 1, 1990.
*10.6 Backup Fuel Storage and Supply Agreement between Cogen Technologies
Linden Venture, L.P. and Exxon Corporation dated October 4, 1991.
*10.7 Ground Lease Agreement between Cogen Technologies Linden Venture,
L.P. and Exxon Corporation dated August 1, 1990.
*10.8 Operation and Maintenance Agreement by and between Cogen
Technologies Linden Venture, L.P. and General Electric Company
dated June 6, 1997.
*10.9 Amended and Restated Term Loan Agreement, dated as of September 15,
1992, between Cogen Technologies Linden, Ltd. and State Street Bank
and Trust Company of Connecticut, National Association, as Trustee.
*10.10 First Amendment, dated April 30, 1993, to the Amended and Restated
Term Loan Agreement, dated as of September 15, 1992, between Cogen
Technologies Linden, Ltd. and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee.
*10.11 Amended and Restated Agreement of Limited Partnership of Cogen
Technologies Linden Venture, L.P., dated as of September 15, 1992.
*10.12 First Amendment, dated April 30, 1993, to the Amended and Restated
Agreement of Limited Partnership of Cogen Technologies Linden
Venture, L.P., dated as of September 15, 1992.
*10.13 Agreement of Limited Partnership of Cogen Technologies Linden,
Ltd., effective as of June 28, 1989.
*10.14 First Amendment, dated as of February 14, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.15 Second Amendment, dated as of July 31, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.16 Easement Agreement dated June 21, 1991 among Cogen Technologies
Linden Venture, L.P., Texas Eastern Cryogenics, Inc., Texas Eastern
Transmission Corporation and Houston Center Corporation and
Assignment and Conveyance dated December 22, 1993.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
*10.17 Amended and Restated Security Deposit Agreement and Escrow
Agreement dated as of September 17, 1992 among Cogen Technologies
Linden Venture, L.P., Cogen Technologies Linden, Ltd., State Street
Bank and Trust Company of Connecticut as Limited Partner and as
Lender and Midatlantic National Bank, as amended by Amendment dated
April 30, 1993.
*10.18 Promissory note dated May 22, 1986 by Cogen Technologies N.J., Inc.
in favor of Bayonne Industries, Inc.
*10.19 Assignment and Security agreement dated February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.20 Collateral Agency Agreement dated as of February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.21 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Cogen Technologies Linden Venture, L.P. and Anadarko Energy
Services Company dated July 1, 1997.
*10.22 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Engage Energy US, L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and The
Coastal Corporation dated July 1, 1997.
*10.23 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Columbia Energy Services Corporation and
Guaranty Agreement between Cogen Technologies Linden Venture, L.P.
and Columbia Gas Systems Corporation dated July 1, 1997.
*10.24 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Sonat Marketing Company L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. Sonat,
Inc. dated July 1, 1997.
*10.25 Amended and Restated Firm Gas Purchase and Sale Agreement between
Cogen Technologies Linden Venture, L.P. and Texaco Natural Gas Inc.
and Guaranty Agreement between Cogen Technologies Linden Venture,
L.P. and Texaco Exploration and Production Inc. dated July 1, 1997.
*10.26 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Vastar Gas Marketing, Inc. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and
Vastar Resources, Inc. dated July 1, 1997.
*10.27 Letter of Credit and Reimbursement Agreement dated as of September
17, 1992 between Cogen Technologies Linden Venture, L.P. and
General Electric Capital Corporation.
*10.28 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Columbia Energy Services Corporation and Guaranty Agreement between
Camden Cogen, L.P. and Columbia Gas Systems Corporation dated July
1, 1997.
*10.29 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Texaco Natural Gas Inc. and Guaranty Agreement between Camden
Cogen, L.P. and Texaco Exploration and Production Inc. dated July
1, 1997.
*10.30 Power Purchase and Interconnection Agreement, dated April 15, 1988,
between Public Service Electric and Gas Company and Camden Cogen,
L.P.
*10.31 First Amendment, dated June 12, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
*10.32 Second Amendment, dated August 31, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
10.33 Gas Service Agreement, dated May 15, 1991, between Camden Cogen
L.P. and Public Service Electric and Gas Company (Confidential
Treatment for certain provisions of this agreement has been
requested pursuant to Rule 406 under the Securities Act).
*10.34 First Amendment, dated November 1, 1991, to the Gas Service
Agreement dated May 15, 1991 between Camden Cogen L.P. and Public
Service Electric and Gas Company.
*10.35 Energy Purchase Agreement, dated December 18, 1989, between Camden
Cogen, L.P. and Camden Paperboard Corporation.
*10.36 Amendment and Restatement dated as of April 1, 1993 of the
Construction and Term Loan Agreement dated as of February 4, 1992
among Camden Cogen, PL.P. and General Electric Capital Corporation,
et al.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
*10.37 Amendment No. 1 dated as of December 22, 1993 to the Amendment and
Restated dated as of April 1, 1993 of the Construction and Term
Loan Agreement dated as of February 4, 1992 among Camden Cogen
PL.P. and General Electric Capital Corporation, et al.
*10.38 Term Loan Agreement, dated as of the Conformed Agreement Date,
among Cogen Technologies Camden GP Limited Partnership and General
Electric Capital Corporation.
*10.39 Amendment No. 1 dated as of April 1, 1993 to the Term Loan
Agreement, dated as of the Conformed Agreement Date, among Cogen
Technologies Camden GP Limited Partnership and General Electric
Capital Corporation.
*10.40 Agreement of Limited Partnership of Cogen Technologies Camden GP
Limited Partnership, dated as of July 26, 1991.
*10.41 First Amendment, dated December 1, 1991, to the Agreement of
Limited Partnership of Cogen Technologies Camden GP Limited
Partnership, dated as of July 26, 1991.
*10.42 Amended and Restated Agreement of Limited Partnership of Camden
Cogen L.P., dated as of February 9, 1993.
*10.43 Amendment No. 1 dated as of April 1, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.44 Amendment No. 2 dated as of December 22, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.45 Operation and Maintenance Agreement by and between Camden Cogen
L.P. and General Electric Company dated June 6, 1997.
*10.46 Mortgage dated February 4, 1992 between General Electric Capital
Corporation and Camden Cogen, L.P., as amended by First Amendment
to Mortgage dated April 19, 1993 and Assignment of Mortgage dated
December 22, 1993.
*10.47 Second Amended and Restated Security Deposit Agreement dated
December 22, 1993 between Bank of Tokyo Trust Company, Toronto
Dominion Bank Trust Company, Camden Cogen, L.P., General Electric
Capital Corporation and Cogen Technologies Camden GP Limited
Partnership and Successor Security Deposit Agreement dated December
22, 1993.
*10.48 Security Agreement dated as of the Conformed Agreement Date between
General Electric Capital Corporation and Camden Cogen, L.P.,
Amendment No. 1 dated April 1, 1993 and Amendment No. 2 dated
December 22, 1993.
*10.49 Pledge and Security Agreement dated as of the Conformed Agreement
Date between General Electric Capital Corporation and Cogen
Technologies Camden Inc., Amendment No. 1 dated April 1, 1993 and
Amendment No. 2 dated December 22, 1993.
*10.50 Mortgage from Camden Cogen L.P., Mortgagor, to General Electric
Power Funding Corporation, Mortgagee, Dated as of February 4, 1992.
*10.51 Second Mortgage from Camden Cogen L.P., Mortgagor, to Public
Service Electric and Gas Company, Mortgagee, Dated as of February
4, 1992.
*10.52 Interest Rate and Currency Exchange Agreement dated April 1, 1993
General Electric Capital Corporation and Camden Cogen, L.P.,
Confirmation Letter dated April 1, 1993 and Amendment No. 1 dated
December 22, 1993.
*10.53 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Camden Cogen, L.P. and Anadarko Energy Services Company
dated July 1, 1997.
*10.54 Agreement for the Sale of Steam and Electricity dated June 13, 1985
between IMTT-Bayonne and Cogen Technologies NJ, Inc., as amended by
Amendment dated May 26, 1986 and Consent to Assignment dated
December 15, 1988.
*10.55 Agreement for the Sale of Steam between Cogen Technologies NJ
Venture and Exxon Company U.S.A., as amended by Amendment dated
August 21, 1988.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
*10.56 Letter Agreement for Gas Service between Public Service Electric
and Gas Company and Cogen Technologies NJ Venture dated October 10,
1986.
*10.57 Water Supply Agreement between the City of Bayonne and Cogen
Technologies NJ Venture dated June 1, 1988.
*10.58 Lease Agreement between Bayonne Industries, Inc. and IMTT-Bayonne
and Cogen Technologies NJ Venture dated October 18, 1986.
*10.59 Easement from Bayonne Industries, Inc. and IMTT-Bayonne to Cogen
Technologies NJ Venture dated October 20, 1986, as amended by
Amendment dated December 15, 1988.
*10.60 Power Purchase and Operations Coordination Agreement between Public
Service Electric and Gas Company and Cogen Technologies NJ Venture
dated June 5, 1989.
*10.61 Agreement for Purchase of Electric Power between Cogen Technologies
NJ Inc. and Jersey Central Power & Light Company dated October 29,
1985.
*10.62 Amendment dated September 5, 1986 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 29, 1985.
*10.63 Amendment dated August 1, 1988 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 28, 1985.
*10.64 Operation and Maintenance Agreement by and between Cogen
Technologies NJ Venture and General Electric Company dated June 6,
1997.
*10.65 Revised Transmission Service and Interconnection Agreement between
Public Service Electric and Gas Company and Cogen Technologies NJ
Venture dated April 27, 1987.
*10.66 Term Loan Agreement dated as of November 1, 1987 between Cogen
Technologies NJ Venture and The Prudential Insurance Company of
America.
*10.67 First Amendment dated December 15, 1988 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.68 Second Amendment dated July 31, 1996 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.69 $5,000,000 Revolving Credit Loan Agreement dated as of December 19,
1996 by and between Cogen Technologies NJ Venture and Southwest
Bank of Texas, N.A.
*10.70 First Amendment dated December 19, 1997 to the $5,000,000 Revolving
Credit Loan dated as of December 19, 1996 by and between Cogen
Technologies NJ Venture and Southwest Bank of Texas, N.A.
*10.71 Amended and Restated Joint Venture Agreement of Cogen Technologies
NJ Venture dated August 12, 1986.
*10.72 Option Agreement between Bayonne Industries, Inc. and Cogen
Technologies NJ, Inc. dated May 22, 1986.
*10.73 Purchase and Sale Agreement among Bayonne Industries, Inc., IMTT-
Bayonne and Cogen Technologies NJ, Inc. dated May 22, 1986.
*10.74 Steam Producing Facilities Lease Agreement between Cogen
Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986 and
Consent to Assignment dated May 22, 1986.
*10.75 Mortgage and Security Agreement between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988.
*10.76 Security Agreement and Assignment between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988, as amended by Amendment dated April 22, 1995 and Waiver
dated July 28, 1995.
*10.77 Disbursement and Security Agreement between The Prudential
Insurance Company of America, Midatlantic National Bank and Cogen
Technologies NJ Venture dated December 15, 1988, as amended by
Amendment dated February 9, 1989.
*10.78 Kerosene Fuel Storage Agreement dated May 5, 1994 between IMTT-
Bayonne and Cogen Technologies NJ Venture.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.79 Assignment and Security Agreement, dated February 4, 1992, made by
Cogen Technologies Camden GP Limited Partnership in favor of
General Electric Capital Corporation.
10.80 Pledge and Security Agreement, dated as of the Conformed Agreement
Date, made by Cogen Technologies Camden, Inc. in favor of General
Electric Capital Corporation.
10.81 Management Services Agreement dated effective as of September 1,
1989 by and between Cogen Technologies NJ, Inc., Cogen Technologies
Management Company and Robert C. McNair.
10.82 Assignment and Assumption Agreement between Cogen Technologies
Management Company and Cogen Technologies Management Services,
L.P., with respect to Management Services Agreement dated effective
as of September 1, 1989 by and between Cogen Technologies NJ, Inc.,
Cogen Technologies Management Company and Robert C. McNair.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
+21.1 Subsidiaries of the Company.
*23.1 Consent of Arthur Andersen LLP
+23.3 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
*24.1 Power-of-attorney.
</TABLE>
- --------
* Previously filed
+ To be filed by amendment.
<PAGE>
<TABLE>
EXHIBIT 4.1
<S> <C> <C>
COMMON STOCK COMMON STOCK
NUMBER SHARES
CT
This certificate is transferable See Reverse For Certain Definitions
either in Chicago, IL
or New York, NY CUSIP 192388 10 6
COGEN TECHNOLOGIES, INC.
Incorporated Under the Laws of the State of Delaware
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF
COGEN TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized Officers. [COGEN TECHNOLOGIES
SEAL APPEARS HERE]
Dated:
/s/ R.A. LYDECKER /S/ ROBERT C. McNAIR
Secretary Charman of the Board
</TABLE>
<PAGE>
Cogen Technologies, Inc.
The corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement (the "Rights Agreement"),
between Cogen Technologies, Inc. and Harris Trust and Savings Bank, dated as of
the Record Date (as defined in Rights Agreement), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Cogen Technologies, Inc. Under certain circumstances, as
set forth in the Rights Agreement, the Rights described therein will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Cogen Technologies, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. As described in the Rights Agreement, Rights issued to
any Person who becomes an Acquiring Person (as those terms are defined in the
Rights Agreement) shall become null and void.
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as if they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-__________________________Custodian _____________________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ____________________________________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received _________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________ Shares
of Common Stock represented by the within certificate, and do hereby irrevocably
constitute and appoint ________________________________________________ Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated, ________________________ X _____________________________________
X _____________________________________
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED: ____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, OR DESTROYED, THE
CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
<PAGE>
EXHIBIT 10.4
GAS SERVICE AGREEMENT
BETWEEN
COGEN TECHNOLOGIES LINDEN VENTURE, L.P.
(BUYER)
AND
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
AND
ELIZABETHTOWN GAS COMPANY
(SELLERS)
[*] Indicates provisions redacted pursuant to request for confidential treatment
submitted to the Securities and Exchange Commission pursuant to Rule 406 under
the Securities Act of 1933.
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE 1 DEFINITIONS 2
ARTICLE 2 COMMITMENTS 9
ARTICLE 3 SERVICES 11
ARTICLE 4 RATES AND CHARGES 24
ARTICLE 5 DELIVERY AND RECEIPT 27
ARTICLE 6 POSSESSION, TITLE, WARRANTY AND LIABILITY 30
ARTICLE 7 TERM 32
ARTICLE 8 ACCOUNTING AND PAYMENT 33
ARTICLE 9 MEASUREMENT AND DELIVERY CONDITIONS 37
ARTICLE 10 FACILITIES 39
ARTICLE 11 FORCE MAJEURE 40
ARTICLE 12 LIMITATION OF LIABILITY 44
ARTICLE 13 DEFAULTS; RIGHT TO CURE 45
ARTICLE 14 ACTIONS REQUIRED TO SATISFY CERTAIN 47
CONDITIONS
ARTICLE 15 ASSIGNMENT OF INTERESTS 50
ARTICLE 16 ECONOMIC CHANGES 52
ARTICLE 17 NOTICES AND ADDRESSES 55
ARTICLE 18 MISCELLANEOUS 57
ARTICLE 19 ARBITRATION 59
EXHIBIT "A" [*]
EXHIBIT "B" SELLERS' BASE RATES
EXHIBIT "C" [*]
EXHIBIT "D" [*]
EXHIBIT "E" [*]
EXHIBIT "F" [*]
EXHIBIT "G" [*]
EXHIBIT "H" SELLERS' LETTERS OF REPRESENTATIONS
</TABLE>
<PAGE>
GAS SERVICE AGREEMENT
PREAMBLE
--------
THIS GAS SERVICE AGREEMENT, hereinafter referred to as the "Agreement",
is entered into and effective this 13th day of July, 1990, between COGEN
TECHNOLOGIES LINDEN VENTURE, L.P., hereinafter referred to as "Buyer", and
PUBLIC SERVICE ELECTRIC AND GAS COMPANY ("PSE&G") and ELIZABETHTOWN GAS COMPANY
("Elizabethtown"), hereinafter jointly referred to as "Sellers".
WHEREAS, Buyer proposes to finance, construct, own and operate a
cogeneration facility in Linden, New Jersey (the "Facility") and has entered
into a Power Purchase Agreement under which it will sell the net energy and
capacity of the Facility; and
WHEREAS, Sellers propose to transport and sell, and Buyer proposes to
receive and purchase, Natural Gas to be used as fuel for the generation of
electricity and steam at the Facility; and
WHEREAS, Sellers desire to obtain a firm supply of Natural Gas for
their systems during certain Peak Periods and Buyer proposes to provide Sellers
such firm supply as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants hereinafter set forth, the sufficiency of which is hereby
acknowledged, Buyer and Sellers agree as follows:
<PAGE>
ARTICLE 1
DEFINITIONS
-----------
Unless another meaning is expressly stated, the following words and
terms wherein used in this Agreement shall have the following meaning:
1.1 "Agreement" shall mean this contract, including all exhibits attached
---------
hereto and amendments hereof that may be made from time to time.
1.2 "Annual Period" shall mean any one of a succession of consecutive
-------------
twelve-month periods, the first of which shall begin on the Date of Initial
Commercial Operation of the Facility.
1.3 "Average Cost of Interstate Transportation" [*]
-----------------------------------------
-2-
<PAGE>
1.4 "Base Rates" shall mean those rates contained in all of Sellers' gas
----------
tariff rate schedules (designated as P.U.C.N.J. No. 10 Gas for PSE&G and B.P.U.
No. 10 Gas for Elizabethtown) as updated from time to time, excluding Gas costs.
Copies of Sellers' rate schedules are attached as Exhibit "B".
1.5 "BPU" shall mean the New Jersey Board of Public Utilities or successor
---
agency.
1.6 "Butane Service" shall mean the butane supply and storage service to be
--------------
provided by Buyer to Sellers at Exxon's Linden Plant, as provided herein.
1.7 "Buyer" shall mean Cogen Technologies Linden Venture, L.P., a Delaware
-----
limited partnership.
1.8 "Commercial Operation of the Facility" shall mean the production of
------------------------------------
electricity by Buyer at the Facility, upon completion of testing the Facility,
as such term is defined in the Power Purchase Agreement.
1.9 "Commodity Cost" shall mean [*]
--------------
-3-
<PAGE>
[*]
1.10 "Con Ed" shall mean Consolidated Edison Company of New York, Inc.
------
1.11 "Construction Conversion Date" shall mean the date construction loan
----------------------------
proceeds are released under the Construction Loan Agreement sufficient to
undertake the completion of the Facility, as specifically defined in the
Construction Loan Agreement.
1.12 "Construction Loan Agreement" shall mean the contract dated as of
---------------------------
February 15, 1990, among Buyer, the lenders parties thereto and General Electric
Power Funding Corporation, as Agent, which provides for the pre-construction and
construction financing for the Facility, as such contract may be amended,
supplemented or otherwise modified from time to time.
1.13 "Date of Initial Commercial Operation of the Facility" shall mean the
----------------------------------------------------
Day which begins at 12:01 a.m. on the first Day of the month which immediately
follows the date Buyer designates in writing to Con Ed as the initial date of
Commercial Operation of the Facility.
1.14 "Day" shall mean a period of consecutive hours beginning 8:00 a.m.
---
(Eastern time) and ending at 8:00 a.m. the following calendar day.
1.15 "Dekatherm" or "Dth" shall mean ten (10) therms of heating value.
--------- ---
-4-
<PAGE>
1.16 "Delivery Point(s)" shall mean the point or points of interconnection
-----------------
between the outlet of Sellers' meter and Buyer's Facility.
1.17 "Elizabethtown" shall mean Elizabethtown Gas Company.
-------------
1.18 "Extended Gas Service" shall mean the interruptible Gas service in
--------------------
addition to the Resale Service and any Sales Service rendered by Sellers to
Buyer during a Peak Period.
1.19 "Exxon" shall mean Exxon Corporation.
-----
1.20 "Facility" shall mean Buyer's cogeneration plant and all appurtenant
--------
structures and equipment including Buyer's electrical and steam interconnection
facilities and real property interests owned, leased, or subleased by Buyer in
and around Linden, New Jersey, as described in the filing made with the FERC in
Docket No. QF90-65-000, for the purpose of producing steam and generating
electricity. The Facility is designed to produce electric power and steam and
consume approximately 143,500 Dekatherms of Gas per Day at full output. The
expected fuel profile for the Facility is set forth in Exhibit "D" hereto.
1.21 "FERC" shall mean the Federal Energy Regulatory Commission or
----
successor agency.
1.22 "Gas" or "Natural Gas" shall mean gas of a quality acceptable for
--- -----------
delivery into the systems of Transporter(s) or Sellers, as applicable, or other
gases acceptable for normal use in Buyer's Facility.
-5-
<PAGE>
1.23 "Gas Tariff" shall mean any tariff of Sellers or Transporter(s)
----------
setting forth the terms and conditions for sales or transportation services
which is filed with a Governmental Authority.
1.24 "GEPFC" shall mean General Electric Power Funding Corporation.
-----
1.25 "Governmental Authority" shall mean any federal, state or local
----------------------
governmental entity exercising jurisdiction over rates, services, operations
and/or facilities subject to this Agreement.
1.26 "Linden Plant" shall mean the refining and chemical plants operated by
------------
Exxon in Linden, New Jersey.
1.27 "Maximum Quantity" shall mean one hundred and forty-three thousand,
----------------
five hundred (143,500) Dekatherms per Day of Natural Gas.
1.28 "MW" or "Megawatts" shall mean one thousand kilowatts of electricity.
-- ---------
1.29 "Minimum Quantity" shall mean seventy-three thousand (73,000)
----------------
Dekatherms per Day of Natural Gas.
1.30 "Peak Period" shall mean any Day if the U.S. Weather Bureau has
-----------
forecasted that the mean temperature at Newark International Airport for such
Day will be [*] degrees Fahrenheit or less.
1.31 "Power Purchase Agreement" shall mean Contract No. 344, dated April
------------------------
14, 1989, between Buyer and Con Ed,
-6-
<PAGE>
covering the sale of electricity from the Facility, and any amendments thereto
that may be made from time to time.
1.32 "PSE&G" shall mean Public Service Electric and Gas Company.
-----
1.33 "Receipt Point(s)" shall mean the points on the pipeline system(s) of
----------------
Transporter(s) at which Buyer delivers Gas to Sellers in connection with the
Resale Service. The initial Receipt Point(s), when determined by the mutual
agreement of the parties, shall be set forth in Exhibit "E" hereto and may be
changed by mutual agreement in the future. Neither Buyer's nor Sellers'
agreement shall be unreasonably withheld or delayed.
1.34 "Requested Service Date" shall mean the Day that Buyer is obligated to
----------------------
begin accepting and Sellers are obligated to begin rendering the Resale Service
and/or Sales Service hereunder, as set forth in paragraph 3.7 hereof.
1.35 "Resale Service" shall mean the service provided by Sellers to Buyer
--------------
whereunder Sellers purchase Gas from Buyer at the Receipt Point(s) and resell
equal volumes, less Shrinkage, to Buyer at the Delivery Point. The Resale
Service volume shall be eighty-five thousand (85,000) Dekatherms per Day, at the
Delivery Point, after allowance for Shrinkage, as provided herein.
1.36 "Sales Service" shall mean the service provided by Sellers to Buyer
-------------
whereunder Sellers sell Buyer their system
-7-
<PAGE>
supplies of Natural Gas at the Delivery Point. The Sales Service volume shall
range from a minimum volume of zero (0) to a maximum volume of fifty-eight
thousand, five hundred (58,500) Dekatherms per Day, as provided herein.
1.37 "Shrinkage" shall mean any Natural Gas retained by Transporter(s) for
---------
fuel or line loss in connection with the transportation of Natural Gas on behalf
of Sellers.
1.38 "Sellers" shall mean PSE&G and Elizabethtown.
-------
1.39 "Transporter(s)" shall mean the interstate pipeline companies
--------------
originating in the production areas of Texas, Louisiana, the Gulf of Mexico and
the Gulf coast, that sell to and/or transport Natural Gas on behalf of Sellers.
1.40 "Transportation Agreement(s)" shall mean any agreements under which
---------------------------
Transporter(s) transport Natural Gas on behalf of Sellers from the Gulf coast
area to New Jersey.
1.41 "Weighted Average Cost of Storage" or "WACS" shall mean [*]
-------------------------------- ----
-8-
<PAGE>
1.42 "Weighted Average Transportation Demand Charge" or "WATDC" shall mean
--------------------------------------------- -----
[*].
ARTICLE 2
COMMITMENTS
-----------
2.1 Buyer's Commitments. Pursuant to the terms and conditions of this
-------------------
Agreement, in order to satisfy the fuel requirements of the Facility, Buyer
commits:
(a) to contract for a year-round supply of Natural Gas of eighty-five
thousand (85,000) Dekatherms per Day, plus Shrinkage, which supply
will be firm for the months of December through March, and to utilize
the firm transportation capacity arranged by Sellers on
Transporter(s)' systems;
(b) to contract for such firm Gas supply by June 1 preceding each
December through March period and to promptly furnish copies of such
contracts to Sellers;
(c) to purchase Natural Gas from Sellers pursuant to the Resale
Service and Sales Service described in Article 3 hereof;
-9-
<PAGE>
(d) to acquire from Exxon's Linden Plant, and to dedicate to Sellers,
one hundred thousand (100,000) barrels of butane storage capacity for
exclusive use by Sellers during each November 15 through March period
and to purchase an initial fill of one hundred thousand (100,000)
barrels of butane by November 15 of each year as provided in paragraph
3.4, and two (2) refills each equal to one hundred thousand (100,000)
barrels of butane, for use by Sellers during each November 15 through
March period; and
(e) to act with due diligence and use reasonable efforts to obtain all
necessary permits and regulatory approvals required to utilize the
services provided herein and to cooperate with Sellers in seeking such
approvals and permits.
2.2 Sellers' Commitments. Pursuant to the terms and conditions of this
--------------------
Agreement, in order to satisfy the fuel requirements of the Facility, Sellers
commit:
(a) to increase Sellers' firm transportation capacity on
Transporter(s)' systems for a period of at least fifteen (15) years,
in order to have available sufficient Gas supply and transportation
capacity on Transporter(s)' systems to render the services to be
provided hereunder by the Requested Service Date, to utilize
reasonable efforts to maintain sufficient capacity for the remaining
term of this Agreement to render the services hereunder and to notify
Buyer within fifteen (15) Days of the termination of any long-term
firm Transportation Agreements with Transporter(s) covering volumes of
at least twenty-five thousand (25,000) Dekatherms per Day;
(b) to arrange for interruptible transportation of Buyer's Gas on
Transporter(s)' systems if firm transportation capacity is not
available and to provide interruptible Sales Service;
-10-
<PAGE>
(c) to sell Natural Gas to Buyer pursuant to the Resale Service and
Sales Service described in Article 3 hereof;
(d) following the Construction Conversion Date, to construct certain
pipeline and related facilities necessary to furnish the services to
be provided hereunder; and
(e) to petition for BPU approval of the services to be rendered by
Sellers hereunder and to act with due diligence, use reasonable
efforts and cooperate with Buyer and Transporter(s) in seeking
approvals from other Governmental Authority.
ARTICLE 3
SERVICES
--------
3.1 Testing Service. Prior to the Requested Service Date, if requested by
---------------
Buyer, Sellers shall make reasonable efforts to sell Gas to Buyer from their
systems' supplies and to arrange for the transportation of Gas through
Transporter(s)' systems for the testing of the Facility on Days other than
during a Peak Period. Sellers, in their sole discretion, may further provide
Extended Gas Service for the testing of the Facility during a Peak Period, if
requested by Buyer. If adequate service is not provided by Sellers for the
testing of the Facility, Buyer may purchase Gas from third-parties for such
testing and Sellers shall make reasonable efforts to have such Gas transported
through Transporter(s) and to deliver the same to the Facility providing doing
so does not materially adversely affect Sellers
-11-
<PAGE>
or Sellers' other customers. Buyer shall have the exclusive right to use any
butane purchased under paragraph 3.4 for the testing of the Facility.
3.2 Resale Service. Subject to the provisions hereof, on and after the
--------------
Requested Service Date, Sellers shall purchase the Natural Gas acquired by Buyer
from third-parties in a volume of eighty-five thousand (85,000) Dekatherms per
Day, plus Shrinkage, at the Receipt Point(s), which supply will be firm for the
months of December through March, and shall resell the same quantity, less
Shrinkage, of Natural Gas to Buyer at the Delivery Point. Sellers shall provide
Resale Service of at least the Minimum Quantity of Gas and/or butane on a
continuous, year-round basis. Sellers shall not be obligated during any Day to
purchase Gas from Buyer at the Receipt Point(s) in quantities in excess of those
purchased by Buyer at the Delivery Point, adjusted for Shrinkage, or to deliver
to Buyer at the Delivery Point quantities in excess of those sold to Sellers at
the Receipt Point(s), adjusted for Shrinkage.
3.3 Sales Service. Subject to the provisions hereof, on and after the
-------------
Requested Service Date, in addition to the Resale Service, Sellers shall provide
a Sales Service to Buyer with deliveries ranging from a minimum volume of zero
(0) to a maximum volume of fifty-eight thousand, five hundred (58,500)
Dekatherms per Day, as nominated by Buyer pursuant to paragraph 3.12 hereof.
-12-
<PAGE>
3.4 Butane Service. Buyer shall provide the Butane Service described in
--------------
paragraph 2.1(d) hereof. The initial [*] filling of the butane storage capacity
will be completed by [*] of each year and the additional two (2) refillings will
be made on the dates required by Sellers in an annual notification to be given
to Buyer not later than November 1 for butane deliveries to be made during the
ensuing winter season, unless the parties mutually agree otherwise. Buyer shall
bear all costs and liabilities attendant with this butane service, including the
cost of butane and butane storage, but excluding Sellers' costs, if any, related
thereto. [*] butane purchased by Buyer shall be dedicated for the exclusive use
at Buyer's Facility, unless Buyer, with Sellers' approval, elects to sell such
butane to a third-party. Sellers shall schedule the use of this Butane Service
pursuant to an operating schedule determined by Sellers; provided, however (i)
such schedule shall not interfere with Buyer's obligations under the Power
Purchase Agreement and (ii) butane shall be scheduled in seven thousand (7,000)
barrel per Day increments. Sellers commit to use of the [*] butane contracted
for by Buyer by March 31 of each winter season unless the parties mutually agree
otherwise. If requested by Sellers, Buyer shall use reasonable efforts to
contract for
-13-
<PAGE>
additional butane storage capacity, arrange for additional butane shipments, and
utilize additional butane, if operationally and environmentally possible, the
cost of which shall be borne by Sellers.
3.5 Extended Gas Service. Sellers, in their sole discretion, may provide
--------------------
Extended Gas Service to Buyer during a Peak Period, in excess of the Resale
Service and any Sales Service provided hereunder, or for testing of the
Facility, if such service is requested by Buyer.
3.6 Service Conditions. Buyer's commitment to provide the Butane Service in
------------------
paragraph 3.4 is contingent upon Sellers' providing the Resale Service and Sales
Service at the minimum levels provided hereunder. Sellers' commitment to provide
uninterrupted service of the Minimum Quantity hereunder is contingent upon
Buyer's providing an uninterrupted Gas supply of eighty-five thousand (85,000)
Dekatherms per Day and upon Buyer's providing the [*] Butane Service in
accordance with the schedule specified by Sellers and accomplishing the delivery
of the butane to the Facility when designated by Sellers.
In addition to any other remedy Sellers may have under this Agreement,
failure by Buyer to provide all or part of the Resale Service supply (subject to
the tolerance set forth in paragraph 5.3) during a Peak Period for any reason,
including force majeure, shall proportionately reduce Sellers' commitment
-14-
<PAGE>
to provide the otherwise uninterruptible Minimum Quantity of Resale Service by
the amount of any such failure. Furthermore, failure by Buyer to provide the
Butane Service during a Peak Period in accordance with the operating schedule
established by Sellers shall permit Sellers to suspend the otherwise
uninterruptible Minimum Quantity of Resale Service; provided, however,
notwithstanding the other provisions of this paragraph, if Buyer's failure to
meet said schedule for butane deliveries does not coincide with any Peak
Period(s) or does not materially adversely affect Sellers' ability to render
service to Buyer during a Peak Period, Buyer shall nevertheless be entitled to
receive the Minimum Quantity hereunder.
3.7 Commencement of Service. On or before the earlier of the Construction
-----------------------
Conversion Date or April 1, 1991, Buyer shall give Sellers written notice of the
Requested Service Date, which Requested Service Date shall be no earlier than
[*] after Sellers' receipt of such notice and no later [*], unless otherwise
agreed by the parties hereto. On or before October 1, 1991, Buyer shall have the
right to change the Requested Service Date by giving Sellers written notice
thereof, which change shall not vary from the initially requested date by more
than [*] Days and, in any event, shall be no earlier than March 1, 1992, and no
later than July 1, 1993. The Requested Service Date may be changed by mutual
agreement of the parties.
-15-
<PAGE>
3.8 Failure To Commence Service. If Buyer is prepared to accept, but Sellers
---------------------------
are unable to provide, the services hereunder on the Requested Service Date,
Sellers shall have no liability to Buyer providing Sellers have used due
diligence to have such service available, and Sellers shall continue to make all
reasonable efforts to place themselves in a position to provide the services
contemplated hereunder. Under such circumstances, [*] , Sellers shall
nevertheless provide [*] transportation for the Minimum Quantity hereunder and
arrange for [*] transportation of the balance of the Resale Service and Sales
Service volumes on Transporter(s)' systems until sufficient firm transportation
capacity is acquired by Sellers to satisfy Buyer's requirements hereunder. Under
such circumstances, [*] through March, Sellers shall make reasonable efforts to
provide [*] transportation of the Minimum Quantity hereunder and shall arrange
for the [*] transportation of the balance of the Resale Service and Sales
Service volumes on Transporter(s)' systems until sufficient firm transportation
capacity is acquired. If Sellers have not acquired sufficient firm
transportation capacity on Transporter(s)' systems to render the services
hereunder following the later of the Requested Service Date or the Date of
Initial Commercial Operation of the Facility or, after acquiring such firm
capacity, if Sellers do not retain
-16-
<PAGE>
the same during the term of this Agreement, Buyer may contract with third
parties to purchase fuel supplies and firm transportation capacity for the
Facility to supplement any services provided by Sellers hereunder. Buyer may
continue such purchases until sixty (60) days following Buyer's receipt of
Sellers' written notice that it can provide the required services hereunder.
Buyer shall have no obligation to perform under paragraph 3.4, and shall have
the exclusive use of any butane purchased thereunder and to modify the operating
schedule as it sees fit, until Sellers commence Resale Service and Sales Service
hereunder.
3.9 Failure To Accept Services. If Sellers are prepared to provide the
--------------------------
services hereunder on or after the Requested Service Date and Buyer has not
achieved Commercial Operation of the Facility by such date, Buyer shall
reimburse Sellers [*]
-17-
<PAGE>
[*]
3.10 [*] paragraph 3.9, providing Sellers have furnished to Buyer on or
before such date a written representation that Sellers have entered into
contracts to acquire additional firm transportation capacity on Transporter(s)'
systems which, when in service together with other transportation capacity
available to Sellers, will be sufficient to render the services to be provided
hereunder. A copy of Sellers' written representation is attached hereto and made
a part hereof as
-18-
<PAGE>
Letter No. 1 in Exhibit "H". If Sellers have not furnished Buyer such written
representation by the Construction Conversion Date, Buyer's obligation to
provide the letter of credit shall be suspended until [*] Days following
Buyer's receipt of Sellers' written representation.
Within [*] Days of Buyer's receipt of Sellers' written representation
that the FERC has approved Transporter(s)' application(s) to furnish Sellers
additional firm transportation capacity on their systems which, when in service
together with other transportation capacity available to Sellers, will be
sufficient to permit Sellers to render firm delivery services for at least the
Minimum Quantity hereunder in accordance with the terms of this Agreement, Buyer
shall provide Sellers an additional irrevocable letter of credit [*],as further
security for Buyer's potential [*] reimbursement obligation. A copy of Sellers'
written representation is attached hereto and made a part hereof as Letter No. 2
in Exhibit "H".
Within [*] Days of Buyer's receipt of Sellers' written
representation that they are prepared to render Buyer firm, uninterruptible
transportation service of at least the Minimum Quantity on a year-round basis in
accordance with the terms of this Agreement, Buyer shall provide Sellers an
additional irrevocable letter of credit [*] as final security for Buyer's
-19-
<PAGE>
potential [*] reimbursement obligation. Upon the receipt of such letter of
credit, Sellers shall have the obligation to provide firm transportation of the
Minimum Quantity on the later of the Requested Service Date or the date such
letter of credit is furnished, as provided in this Agreement. A copy of Sellers'
written representation is attached hereto and made a part hereof as Letter No. 3
in Exhibit "H".
The conditions imposed for Buyer's posting of the [*] letter of credit
must be satisfied before Buyer is required to furnish the other letters of
credit hereunder. Likewise, the conditions imposed for Buyer's posting of the
[*] letter of credit must be satisfied before Buyer is required to furnish the
last letter of credit hereunder.
If Buyer fails to reimburse Sellers [*] in accordance with paragraph
3.9, Sellers may draw upon the letter(s) of credit for the amounts due but not
paid. Buyer shall have no obligation to maintain any balance under the letter(s)
of credit [*] Days after the Date of Initial Commercial Operation of the
Facility. Prior to the Date of Initial Commercial Operation of the Facility,
Buyer shall have no obligation to reimburse Sellers [*] other than the amounts
specified in paragraph 3.9 hereof.
3.11 Delayed Commencement of Service. If Buyer is unable to accept, but
-------------------------------
Sellers are prepared to provide, the services
-20-
<PAGE>
hereunder on or after the Requested Service Date, Sellers shall not be obligated
to commence services hereunder until [*] following Sellers' receipt of written
notice from Buyer of the new date on which Buyer requests Sellers to commence
Resale Service and Sales Service hereunder. In such event, Sellers shall use
reasonable efforts to commence services as soon as possible after the receipt of
such notice.
3.12 Nominations. Whenever reasonably requested by Sellers, Buyer shall
-----------
provide Sellers with its best forecast of the Gas requirements for Sales Service
and Resale Service. At least twenty-four (24) hours in advance of each Day,
Buyer shall give Sellers notice of its best estimate of the quantities of Sales
Service and Resale Service that Buyer will require for the next Day to enable
Sellers to comply with the scheduling provisions of Transporter(s). Sellers
shall not be obligated, but shall use reasonable efforts to provide, volumes in
excess of those specified in such notification by Buyer. In addition to any
butane used at the Facility in accordance with paragraph 3.15 hereof, unless
specifically agreed otherwise by the parties, Resale Service deliveries shall be
scheduled to meet the first eighty-five thousand (85,000) Dekatherms per Day of
Gas required at the Facility. Sales Service deliveries shall be scheduled to
meet the remaining Gas requirements of the Facility. Buyer shall receive and
Sellers shall deliver at the Delivery Point the nominated quantities as nearly
as
-21-
<PAGE>
possible at uniform hourly rates. Buyer may reduce the scheduled daily
quantities hereunder during any Day, without regard to any prior nomination, by
notifying Sellers, as far in advance as possible but in no event later than [*]
any reduction in the nominated quantities and twenty-four (24) hours in advance
of a reduction in combined Resale Service and Sales Service volumes in excess of
[*] Dekatherms per Day. Any such changes shall be kept to the minimum permitted
by operating conditions or as required by the Power Purchase Agreement. Buyer's
notices shall also include the expected duration of such reduction.
3.13 Interruptions; Minimum Quantity. Notwithstanding anything to the
-------------------------------
contrary herein, upon [*] notice to Buyer, during any Peak Period, Sellers may
fully interrupt the Sales Service and may curtail the Resale Service down to the
Minimum Quantity. Sellers' obligation to deliver the Minimum Quantity shall be
subject to Buyer fulfilling the commitments set forth in paragraph 3.6 hereof.
Sellers shall have the option of substituting butane for Natural Gas upon [*]
notice to satisfy their Resale Service Minimum Quantity obligation. If Buyer
uses quantities of Gas in excess of the quantities provided herein during
periods of interruption or curtailment in Peak Periods, Sellers shall have the
right to limit deliveries to the authorized quantities and all such unauthorized
overrun quantities shall be subject to the penalty
-22-
<PAGE>
provided in PSE&G's CIG or successor tariff for Gas used during interruptions.
3.14 Quantity Adjustments. No later than [*] Days prior to the end of the
--------------------
first Annual Period, Buyer and Sellers shall negotiate in good faith to adjust
the quantities of Sales Service Gas to be provided hereunder, to correspond with
the actual fuel requirements of the Facility needed to satisfy Buyer's
obligations under the Power Purchase Agreement. Such adjustment shall not exceed
seven thousand (7,000) Dekatherms per Day. After the fifteenth (15th) Annual
Period, Buyer and Sellers shall negotiate in good faith to further adjust the
quantities of Gas and butane to be provided hereunder, to correspond with the
anticipated fuel requirements of the Facility to reflect any anticipated changes
in electricity purchases by Con Ed under the Power Purchase Agreement.
3.15 Exclusivity. Except for the butane purchased pursuant to this Agreement
-----------
and up to 4,000 barrels per Day of butane purchased from Exxon during the May 1
through November 1 period, Buyer agrees that Natural Gas transported and/or sold
by Sellers under this Agreement, including volumes delivered pursuant to
paragraph 3.1 hereof, shall be the sole source of fuel for the Facility during
the term of this Agreement; provided, however, during periods of service
interruption or curtailment by Sellers hereunder or during periods when all of
the Sales Service Gas and required firm transportation capacity
-23-
<PAGE>
for Resale Service is not available, Buyer may purchase and/or have transported
Natural Gas or other fuels from suppliers other than Sellers to the extent
needed by Buyer to supplement the quantities available from Sellers hereunder.
During such periods of fuel substitution, Sellers will cooperate with Buyer to
utilize Sellers' local distribution systems on an economically appropriate and
non-discriminatory basis.
3.16 Emergency Curtailments. Sellers shall have the right to curtail
----------------------
deliveries hereunder in the event of an emergency on Transporter(s)' or Sellers'
systems which affect service hereunder. Buyer shall be responsible for any
penalties assessed by Transporter(s) due to Buyer's refusal to reduce Natural
Gas usage after notification of any such emergency.
ARTICLE 4
RATES AND CHARGES
-----------------
4.1 Testing Service. The price per Dekatherm payable by Buyer to Sellers
---------------
for the delivery of any Gas for the testing of the Facility prior to the
Requested Service Date shall be equal to the price payable for the respective
services under paragraphs 4.2, 4.3 and 4.5 hereof. If Sellers do not have
sufficient transportation capacity and/or Gas supplies to render service for the
testing of the Facility and Buyer purchases Gas from a third-party for that
purpose, the price
-24-
<PAGE>
per Dekatherm payable by Buyer to Sellers for the delivery of such third-party
Gas shall be equal to the sum of:
(a) [*]
(b) [*]
4.2 Resale Service. The price per Dekatherm payable by Buyer for the Resale
--------------
Service in any month shall be equal to the sum of:
(a) [*]
(b) [*]
(c) [*]
4.3 Sales Service. The price per Dekatherm payable by Buyer for the Sales
-------------
Service in any month during the period from April 1 through November 30 shall be
equal to the sum of:
(a) [*]
(b) [*]
-25-
<PAGE>
[*]
(c) [*]
For the period from December 1 through March 31, the monthly price per
Dekatherm payable by Buyer for the first thirty thousand (30,000) Dekatherms per
Day of Sales Service shall be equal to the sum of (a), (b) and (c) of this
paragraph 4.3. For any amounts of Sales Service exceeding [*] during said
December 1 through March 31 period, the price payable by Buyer per Dekatherm for
such amounts each month shall be equal to the sum of (a), (b) and (c) of this
paragraph 4.3 plus an additional charge equal to Sellers' [*].
4.4 Butane Service. Buyer shall be responsible for paying all costs
--------------
associated with the [*] thousand [*] barrels of Butane Service during each
November 1 through March 31 period, as provided in paragraph 3.4. Buyer shall
not be obligated to pay Sellers for the basic [*] barrels of Butane Service
utilized by Buyer in lieu of Natural Gas hereunder. If Butane Service in excess
of [*] thousand [*] barrels during each November 1 through March 31 period is
provided pursuant to Sellers' request under paragraph 3.4,
-26-
<PAGE>
Sellers shall pay all incremental costs for such excess Butane Service and Buyer
shall pay for such butane deliveries at a price per Dekatherm equal to the price
per Dekatherm for Resale Service Gas hereunder.
4.5 Extended Gas Service. The price payable by Buyer per Dekatherm for the
--------------------
Extended Gas Service in excess of the Resale Service and any Sales Service shall
be equal to the sum of:
(a) [*]
(b) [*]
(c) [*]
ARTICLE 5
DELIVERY AND RECEIPT
--------------------
5.1 Receipt Point(s). The Natural Gas to be received by Sellers from Buyer
----------------
in connection with the Resale Service hereunder shall be delivered at the
Receipt Point(s).
-27-
<PAGE>
5.2 Delivery Point. The Natural Gas to be sold by Sellers to Buyer in
--------------
connection with the Resale Service, Sales Service and Extended Gas Service
hereunder shall be delivered at the Delivery Point.
5.3 Balancing. The quantity of Natural Gas, less Shrinkage, delivered or
---------
caused to be delivered by Buyer to Sellers at the Receipt Point(s) in connection
with the Resale Service hereunder on any Day shall be redelivered by Sellers to
Buyer at the Delivery Point, balanced on a heat-content basis. Any monthly
imbalance between Buyer's deliveries at the Receipt Point(s) and Buyer's actual
usage of Natural Gas in connection with the Resale Service shall be kept to a
minimum and, in any event, shall not exceed [*] of Buyer's actual usage of
Resale Service Gas hereunder.
In the event an imbalance between monthly receipts and deliveries
exists hereunder, Buyer and Sellers shall immediately take whatever action is
required to eliminate such imbalance within thirty (30) Days after receipt of
written notification of the same. If Buyer's monthly usage of Resale Service Gas
at the Facility varies from Buyer's monthly deliveries of Gas at the Receipt
Point(s) by more than [*] during the period December through March, for any such
variation above [*] Buyer shall be subject to a penalty equal to the [*]
multiplied by such variation. If Buyer's monthly usage of Resale Service Gas at
the Facility
-28-
<PAGE>
varies from Buyer's monthly deliveries of Gas at the Receipt Point(s) by more
than [*] percent [*] during the period April through November, for any such
variation above [*] percent [*] Buyer shall be subject to a penalty of [*] per
Dekatherm, as adjusted by changes in Sellers' [*] as set forth below.
Of the total quantity of Gas purchased by Buyer on each Day, the
Resale Service quantity used shall be deemed to be the nominated quantity under
paragraph 3.12 or the total quantity, whichever is less. The Sales Service
quantity used shall be the difference between the total quantity used and the
Resale Service quantity used. Buyer shall be responsible on a daily basis for
assuring that its suppliers deliver to Transporter(s) at the Receipt Point(s)
the quantity of Resale Service Gas scheduled by Buyer in its nomination to
Sellers.
Imbalances on a daily basis between the nominated Sales Service and
Resale Service quantities and the quantities actually used, in excess of [*]
percent [*] of the nominated quantity, shall be subject to a penalty of [*] per
Dekatherm. This [*] penalty shall be adjusted after the first Annual Period or
December 31, 1992, whichever first occurs, with any percentage change in
Sellers' [*], relative to the [*] which were in effect during the first Annual
Period or 1992, as appropriate.
-29-
<PAGE>
Buyer shall be obligated to pay the higher of the monthly or daily
penalties assessed by Sellers, if any, but shall not be obligated to pay both
penalties. Furthermore, if any imbalance related to Buyer's operations under the
Resale Service and Sales Service hereunder results in any penalties being
applied to Sellers by Transporter(s), Sellers may elect to make Buyer
responsible for such penalties in lieu of the penalties for imbalances provided
in this paragraph 5.3 related to any such penalty by Transporter(s).
ARTICLE 6
POSSESSION, TITLE, WARRANTY AND LIABILITY
-----------------------------------------
6.1 Transfer at Receipt Point(s). Title to Gas sold by Buyer to Sellers in
----------------------------
connection with the Resale Service hereunder will pass from Buyer to Sellers at
the Receipt Point(s), unless Buyer and Sellers mutually agree to transfer title
at another point. Until the Gas reaches the Receipt Point(s), Buyer will be
deemed to be in exclusive control and possession of, and fully responsible for,
such Gas. After the Gas has reached the Receipt Point(s), Sellers will be deemed
to be in exclusive control and possession, and fully responsible for, such Gas
until it reaches the Delivery Point.
6.2 Transfer at Delivery Point. Title to Gas sold by Sellers to Buyer in
--------------------------
connection with the Resale Service will pass from Sellers to Buyer at the
Delivery Point, unless Buyer
-30-
<PAGE>
and Sellers mutually agree to transfer title at another point. Until the Gas
reaches the Delivery Point, Sellers will be deemed to be in exclusive control
and possession of, and fully responsible for, such Gas. After the Gas has
reached the Delivery Point, Buyer will be deemed to be in exclusive control and
possession of, and fully responsible for, such Gas.
6.3 Sales Service Gas. As between the parties hereto, Sellers will be
-----------------
deemed to be in exclusive control and possession of, and fully responsible for,
all Gas purchased by Buyer where Sellers are providing Sales Service until such
time as Sellers deliver the Gas to the Delivery Point after which Buyer shall be
deemed to be in exclusive control and possession of, and fully responsible for,
such Gas.
6.4 Title. Buyer, as to all Gas delivered by it to Sellers, and Sellers, as
-----
to all Gas delivered by them to Buyer, warrant for themselves, their successors
and assigns, that each will at the time of delivery to the other party, have
good and merchantable title to all such Gas or the good right to deliver such
Gas free and clear of all liens, encumbrances and claims whatsoever, with the
exception of the security interest in Buyer's Gas held by GEPFC or any
successors-in-interest. Each party will indemnify the other, defend and save it
harmless from all suits, actions, debts, accounts, damages, costs, losses and
expenses arising from or out of adverse claims to such Gas by any third party or
parties, including claims by any
-31-
<PAGE>
third party or parties for any royalties, taxes, license fees or charges
applicable to such Gas or to the delivery thereof.
6.5 Insurance. Sellers shall maintain liability coverage and/or insurance
---------
on their facilities utilized and activities performed in connection with this
Agreement, sufficient to cover the cost of any injury sustained by Buyer and
caused by Sellers. Buyer shall maintain liability insurance on its facilities
utilized and activities performed in connection with this Agreement, sufficient
to cover the cost of any injury sustained by Sellers and caused by Buyer.
ARTICLE 7
TERM
----
7.1 Base Term. The term of this Agreement shall be twenty-five (25) Annual
---------
Periods (herein referred to as "Base Term"); provided, however, the Sales
Service to be provided hereunder shall terminate after fifteen (15) Annual
Periods, and shall not extend beyond June 30, 2008, unless extended as
hereinafter provided.
7.2 Extended Term. At the end of the thirteenth (13th) Annual Period of
-------------
this Agreement, Sellers may elect to extend the fifteen (15) Annual Period term
of the Sales Service for an additional ten (10) Annual Periods. In the event
Sellers fail to do so, the Resale Service provided hereunder shall be increased
during Annual Periods sixteen (16) through
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<PAGE>
twenty-five (25) from eighty-five thousand (85,000) Dekatherms per Day to one
hundred and forty-three thousand, five hundred (143,500) Dekatherms per Day, in
order to replace the terminated Sales Service hereunder. At the end of the Base
Term, the Resale Service and/or the Sales Service shall be automatically renewed
for two (2) successive five (5) Annual Periods, the first of which will commence
with the expiration of the Base Term, unless either Party elects to terminate
this Agreement at the expiration of the Base Term or at the expiration of the
first five-Annual Period renewal term. Such termination shall be valid only if
the terminating party provides written notice of its intent to terminate to the
other party at least six (6) full Annual Periods prior to the expiration of the
applicable term.
7.3 Termination. This Gas Service Agreement shall be subject to termination
-----------
by either party upon thirty (30) Days prior written notice if for any reason,
including force majeure, Commercial Operation of the Facility does not commence
by September 12, 1995.
ARTICLE 8
ACCOUNTING AND PAYMENT
----------------------
8.1 Payment. By the tenth (10th) Day of each month, Buyer will calculate all
-------
sums payable to it by Sellers for deliveries at the Receipt Point(s) under this
Agreement during
-33-
<PAGE>
the preceding month and will deliver its invoice to Sellers showing thereon full
billing details. By the fifteenth (15th) Day of the month, Sellers will
calculate all sums payable to them by Buyer for services during the same period,
and Sellers will deliver their invoice to Buyer showing thereon full billing
details. If Sellers' invoice amount to Buyer exceeds Buyer's invoice amount to
Sellers, the difference will be due and payable to Sellers by Buyer by the
twenty-first (21st) Day of the month. If Buyer's invoice to Sellers exceeds
Sellers' invoice to Buyer, the difference will be due and payable to Buyer by
Sellers by the twenty-first (21st) Day of the month. If Con Ed fails to pay
Buyer under the Power Purchase Agreement by the twentieth (20th) Day of the
month, Buyer's obligation to pay Sellers shall be suspended from the twenty-
first (21st) Day of the Month until one (1) Day following Buyer's receipt of Con
Ed's payment, but, in such a case, Buyer's obligation to pay Sellers shall not
be suspended past the twenty-fifth (25th) Day of the month. If Buyer or Sellers
fail to render either invoice by the due date for such invoice, the relevant due
date of the payment by the party receiving such late notice shall be extended by
a corresponding number of Days.
If an index, rate, publication or other source of information required
for the adjustment of any price, charge or credit under this Agreement is
unavailable on the effective date for such adjustment, Sellers' or Buyer's
invoice will be
-34-
<PAGE>
calculated using the best available estimate of such adjustment. When the
information necessary for calculation of the actual adjustment becomes
available, such invoice will be recalculated and any net charge or credit
resulting from the recalculation will be reflected on the next month's invoice.
8.2 Mode of Payment. Each payment under this Agreement will be made by
---------------
interbank wire transfer to the bank address designated in writing by Sellers or
Buyer or to such other address as Sellers or Buyer may from time to time
designate by written notice.
8.3 Auditing. Each party will have the right at reasonable hours to examine
--------
the books, records, and charts of the other party to the extent reasonably
necessary to verify the accuracy of any invoice, payment, measurement,
calculation, or determination made pursuant to the provisions of this Agreement;
provided, that if any such examination requires access to confidential
information, the release of which would be harmful to Sellers' or Buyer's
competitive position, Buyer or Sellers, as the case may be, will select an
examiner who is not in a position to benefit from such confidential information
and such examiner will execute an agreement to maintain the confidentiality of
the information to be examined. If any such examination reveals, or if either
party discovers, any error or inaccuracy in its own or the other party's
invoice, calculation, measurement or determination, then proper
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adjustment and correction thereof will be made as promptly as practicable
thereafter, except that no adjustment or correction will be made if more than
one year has elapsed since the error or inaccuracy occurred.
8.4 Failure to Pay. If either party fails to pay any amount payable to the
--------------
other hereunder when due, interest thereon will accrue and be payable from the
date on which payment was due until the date payment is made. The rate of such
interest will be the Prime Rate published weekdays in the Wall Street Journal,
plus two percent (2%), provided that the interest rate provided herein may never
exceed the highest rate of interest permitted by applicable law. If any such
failure to pay continues for ten (10) Days after receipt of written protest by
the party to whom such amount is due, such party may suspend its performance
under this Agreement and, in addition, if such failure to pay continues for
thirty (30) Days, such party may terminate this Agreement upon written notice to
the other party; provided, however, that if either party in good faith disputes
the amount of any such bill or any part thereof, and pays to the other party
such amount as it concedes to be correct, and at any time thereafter within ten
(10) Days of a demand by the billing party, furnishes good and sufficient surety
bond of GEPFC or General Electric Capital Corporation or other security
acceptable to the other party, guaranteeing payment to the billing party of the
amount in dispute, then the
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<PAGE>
billing party will not be able to suspend performance under this Agreement or
seek to terminate this Agreement. The exercise of any such right will be in
addition to any and all remedies otherwise available to such party.
8.5 Overpayment. If either party pays any amount shown due and owing upon
-----------
the invoice of the other party, and such amount is subsequently determined by
agreement, arbitration or judgment of court not to have been due and owing when
paid, the payee will refund such amount to the paying party together with
interest from the date of payment to the date of refund at the Prime Rate
published weekdays in the Wall Street Journal, provided that the interest rate
provided herein may never exceed the highest rate of interest permitted by
applicable law.
ARTICLE 9
MEASUREMENT AND DELIVERY CONDITIONS
-----------------------------------
9.1 Metering. The parties recognize that the Receipt Point(s) are operated
--------
under the control of Transporter(s) and that Gas delivered hereunder shall be
measured by the operation of the facilities at the Receipt Point(s) in
accordance with the Transportation Agreement(s). The measurement and tests to
determine the quality and other characteristics of the Natural Gas shall be
performed by the operator of the facilities at the
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<PAGE>
Receipt Point(s) in accordance with Transporter(s)' FERC Gas Tariff(s).
Sellers will have installed and maintain at their own expense such
measuring equipment, including a meter of suitable accuracy of a type
customarily used in the industry as is required, to record the quantities and
heating content of Gas sold and/or delivered at the Delivery Point hereunder.
Sellers will be responsible for maintaining the accuracy of such measuring
equipment and will test such equipment at reasonable intervals, or as requested
by Buyer, but no more frequently than once in any sixty (60) Day period. Buyer
may have its representatives present at the test of such equipment. Sellers will
follow the standards of the BPU with regard to the testing and accuracy of
measuring equipment. Buyer may maintain at its own expense check measuring
equipment; provided, however, Sellers' measuring equipment shall be used for all
determinations of quantities delivered hereunder.
9.2 Pressure. Natural Gas delivered to Sellers at the Receipt Point(s)
--------
hereunder shall be at a pressure sufficient to enter Transporter(s) facilities
and shall meet Transporter(s) terms and conditions for pressure (including the
maximum allowable operating pressure at each Receipt Point). Natural Gas
delivered by Sellers to Buyer at the Delivery Point shall be at Sellers' system
operating pressure, which shall be no lower than 375 psig.
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9.3 Heating Content. The Dekatherm content of the Gas delivered hereunder
---------------
shall be determined separately for each Receipt Point, each month by
Transporter(s) or the operator of such facility in accordance with standard
testing methods specified in Transporter(s)' FERC Gas Tariff. The results of any
tests by Transporter(s) to determine Dekatherm content shall be corrected to
reflect actual conditions of delivery. In the absence of a mutually agreeable
alternative, the parties agree to rely upon the results of tests conducted by
the Transporter(s).
9.4 Quality. Natural Gas delivered to Sellers at the Receipt Point(s) on
-------
Transporter(s)' pipeline systems shall meet the minimum quality specifications
of Transporter(s) specified in the Transportation Agreement(s) and any
applicable provisions of Transporter(s)' FERC Gas Tariffs.
ARTICLE 10
FACILITIES
----------
10.1 Facilities Installation. Sellers shall be required to construct certain
-----------------------
facilities to provide the services contemplated hereunder to the Facility. Such
facilities shall include a pipeline from Transporter(s)' and/or Sellers' systems
to the Delivery Point, in addition to necessary metering and regulating devices.
The cost of those facilities is estimated [*]. Upon thirty (30) days
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prior written notice of Sellers' intent to commit to spend any significant sums
for the permitting and construction of the subject facilities, Buyer agrees to
provide as security irrevocable letters of credit payable to Sellers for the
approximate amount of such estimates, in [*] increments, up to a total maximum
obligation of [*]. Buyer shall not be required to provide the first letter of
credit prior to the Construction Conversion Date. This obligation and the
letters of credit will be reduced by [*] for every Dekatherm of Gas that Sellers
deliver to the Facility. If by the earlier of June 1, 1996, the end of the [*]
or at such time that Buyer is no longer proceeding with due diligence toward the
Commercial Operation of the Facility, any balance remains under the letter of
credit, Buyer will pay Sellers such balance within ten (10) Days from receipt of
a written demand for such payment or, absent payment by this date, Sellers may
draw upon the letters of credit for the same, but only up to the amount of
expenses incurred or committed to by Sellers for such facilities, less any
reductions provided for herein.
ARTICLE 11
FORCE MAJEURE
-------------
11.1 Definition and Illustrations. The term "force majeure" means an event
----------------------------
(i) that was not within the reasonable control of the party claiming its
occurrence; (ii) that could
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not have been prevented or avoided by such party through the exercise of due
diligence and reasonable care; and (iii) that materially impairs the ability of
such party to perform its obligations under this Agreement. Events that may give
rise to a claim of force majeure include, but are not limited to:
(a) Acts of God, earthquakes, epidemics, fires, floods, hurricanes,
landslides, lightning, storms, washouts, freezing of wells or lines of
pipe;
(b) Acts of the public enemy, wars, blockage, insurrections, riots,
civil disturbances and arrests;
(c) Strikes, lockouts or other industrial disturbances;
(d) Explosions, breakage, accidents to machinery or lines of pipe;
(e) Inability to obtain or unavoidable delay in obtaining necessary
materials, equipment, easements, franchises or permits;
(f) Failure, for reasons of force majeure, of any entity to deliver
gas under firm contracts, or to transport Gas delivered or to be
delivered under this Agreement;
(g) The order of any court having jurisdiction while the same is in
force and effect;
(h) The imposition by a Governmental Authority of laws, conditions,
limitations, rules or regulations that materially impair the ability
of Buyer or Sellers to perform their obligations under this Agreement,
including, but not limited to, actions or inactions restricting the
ability of Buyer or Sellers to acquire Gas or obtain transportation of
Gas;
(i) The imposition by an operator of facilities (other than Buyer or
Sellers),
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<PAGE>
at any point at which Gas to be purchased and sold under this
Agreement is received by or delivered to Buyer, or Sellers, of quality
and pressure conditions that materially impair the ability of either
Buyer or Sellers to perform their obligations under this Agreement;
(j) The occurrence of any event of "force majeure" under Article 20 of
the Power Purchase Agreement; and
(k) Sellers' or Buyer's inability to extend or reestablish firm
transportation or supply agreements during the term of this Agreement
sufficient to provide the services hereunder.
11.2 Notice and Suspension. If an occurrence of force majeure renders either
---------------------
party wholly or partially unable to carry out its obligations under this
Agreement, such party will promptly give the other party notice and full
particulars of the occurrence in writing or by telecopier or telegraph. The
obligations of both parties under this Agreement will be suspended to the extent
that they are affected by the occurrence. Such suspension will be effective only
during the continuance of the inability to perform caused by the force majeure
occurrence, and will not apply to the obligation to pay when due any charges
accrued prior to the event of force majeure under this Agreement, to Buyer's
obligation to reimburse Sellers [*] applicable to the Resale Service for force
majeure occurrences of five (5) Days or less duration, or to Buyer's obligations
under paragraphs 3.9, 3.10 and 10.1 hereof.
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11.3 Remedial Actions. A party claiming force majeure as grounds for
----------------
suspension of its performance under this Agreement shall proceed with due
diligence and with all reasonable dispatch to remedy the cause of its inability
to perform and to put itself in position to resume its obligations.
11.4 Settlements of Disputes. The requirement of this Article that an
-----------------------
inability to perform caused by an event of force majeure be remedied with all
reasonable dispatch does not obligate a party to settle a strike, lockout or
other industrial dispute or disturbance by acceding to the demands of an
opposing party. Any such settlement will be entirely within the discretion of
the party having the difficulty.
11.5 Termination Rights. If an occurrence of force majeure renders Buyer
------------------
unable to carry out its obligations hereunder and such inability continues for a
period of [*] following such occurrence, Sellers shall have the right to
terminate this Agreement upon [*] days prior written notice to Buyer; provided,
however, Sellers shall not have the right to terminate this Agreement until [*]
following such occurrence, assuming Buyer's inability to perform continues
during that period, if Buyer pays Sellers on a monthly basis after such [*]
month period Sellers' [*] allocable to the Minimum Quantity. If an occurrence of
force majeure renders Sellers unable to carry out their obligations hereunder
and such inability continues for a period
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of [*] following such occurrence, Buyer shall have the right to terminate that
portion of the service that has been suspended by reason of the force majeure,
upon thirty (30) days prior written notice to Sellers.
11.6 Inapplicability to Letters of Credit. The provisions of this Article
------------------------------------
11 shall not apply to or in any way diminish Buyer's obligation to furnish, or
Sellers' rights to draw upon, the letters of credit provided by Buyer under this
Agreement.
ARTICLE 12
LIMITATION OF LIABILITY
-----------------------
12.1 Liability. Neither party nor its officers, directors, partners, agents,
---------
servants, employees, affiliates, parent, subsidiaries or respective successors
or assigns shall be liable to the other party for claims for punitive,
incidental, special, indirect or consequential damages ("Damages") whether such
claim is based on a cause of action based in warranty, negligence, strict
liability, contract, operation of law or otherwise, except where such Damages
arise out of, relate to or result from the gross negligence of, or the willful
disregard by, a party of an obligation under this Agreement.
12.2 Hold Harmless. Each party shall hold harmless the other party, its
-------------
parent company, subsidiaries, affiliates, successors and assigns, as well as all
other corporations
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substantially all of whose stock is owned directly or indirectly by the parties
and each and every of its past, present or future officers from and against any
and all third-party loss, cost, or expense (including reasonable attorney's
fees) arising from any act or failure to act by such party related to this
Agreement.
ARTICLE 13
DEFAULTS; RIGHT TO CURE
-----------------------
13.1 Defaults. Except as otherwise provided for herein, if either Buyer or
--------
Sellers shall fail to perform any obligations imposed upon them under this
Agreement (except where such failure shall be excused under other provisions
hereof), then in such event the party not in default may, at its option (without
waiving any other remedy for breach thereof), notify in writing the party in
default, stating specifically the nature of the default and declaring it to be
the intention of the party giving such notice to cancel the Agreement if the
default is not cured as hereinafter provided. The party in default shall have
[*] after receipt of the aforesaid notice in which to remedy or remove the cause
or causes stated in the notice. If within said [*], the party in default removes
or remedies said cause or causes, or if such default is of the nature that it
would be unreasonable to effect a cure within such [*]
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<PAGE>
period and the defaulting party has commenced and is diligently pursuing such
cure and fully indemnifies the party not in default, subject to the provisions
of paragraph 12.1, then this Agreement shall remain in full force and effect.
13.2 Right to Cure. In the event either PSE&G or Elizabethtown fails to
-------------
satisfy its commitments hereunder, the non-defaulting Seller shall have the
first right but not the obligation to cure any breach by the defaulting Seller;
if the non-defaulting Seller does not elect to cure any such breach, within
[*] days of Sellers' receipt of Buyer's prior written notice of the
same, Buyer shall have the right, but not the obligation, to cure the default
and Sellers shall have no right to object to a third-party's assumption and
satisfaction of the defaulting Seller's obligations relating to such defaults.
13.3 Termination. Except as otherwise provided herein, if the party in
-----------
default does not remedy and remove the cause or causes stated in such notice
within said [*] Days, or does not indemnify the party not in default, then this
Agreement, at the option of the non-defaulting party, shall be terminated as to
the parties involved in such default and be of no further force or effect from
and after the expiration of said [*] Day period.
Any terminations of this Agreement pursuant to paragraph 13.3 shall be
without prejudice to the right of the
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party not in default to collect any amounts then due it and without waiver of
any other remedy to which the party not in default may be entitled for breach of
this Agreement.
ARTICLE 14
ACTIONS REQUIRED TO SATISFY CERTAIN CONDITIONS
----------------------------------------------
14.1 General. Certain of the obligations of both parties set forth herein
-------
are subject to the approval or authorization of regulatory and/or governmental
authorities. Buyer and Sellers agree to act with due diligence and cooperate
with each other in seeking such approvals or authorizations.
14.2 BPU Approval. All of Sellers obligations set forth herein are subject
------------
to approval by the BPU upon terms and conditions acceptable to the parties in
their sole discretion. Sellers agree in seeking such approval to request the BPU
to approvel in toto, all of the terms, conditions and rates set forth in this
-------
Agreement and to find, specifically, that such terms, conditions and rates are
reasonable for the term hereof, including any extensions thereof.
14.3 Regulatory Authorizations and Governmental Permits. Certain of Sellers'
--------------------------------------------------
obligations set forth herein, particularly those set forth in paragraph 2.2(a)
hereof, are subject to the receipt of regulatory authorizations and governmental
permits. The parties agree that the terms and conditions of such orders, permits
and authorizations must be acceptable to all parties in their sole discretion.
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<PAGE>
Upon Sellers' receipt of any regulatory authorization or governmental
permit that has a potential adverse impact on Buyer, Sellers shall transmit to
Buyer a copy of such authorization or permit within ten (10) Days of receipt
thereof, and Buyer shall, within fifteen (15) Days of its receipt thereof, give
notice to Sellers whether the terms and conditions of such authorization are
satisfactory to Buyer, and, thereafter, immediately following Sellers'
acceptance or rejection of such authorization, Sellers shall give notice to
Buyer of its acceptance or rejection. Sellers shall also provide Buyer with
copies of all long-term firm Transportation Agreements with Transporter(s) for
quantities in excess of twenty-five thousand (25,000) Dekatherms per Day, and
copies of related certificate and abandonment applications of Transporter(s)
filed with the FERC.
14.4 Construction of Facilities. Certain of Sellers' obligations are subject
--------------------------
to the construction and placing in service of specific facilities. To the extent
Sellers are responsible for such construction, Sellers agree, subject to
satisfaction of any other applicable conditions, to act with due diligence in
constructing and placing in service such facilities after the receipt of the
letter(s) of credit required in paragraph 10.1.
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<PAGE>
Within sixty (60) Days of Sellers' execution of this Agreement, Sellers
shall furnish Buyer a schedule showing their best estimate of the dates by which
(i) permits will have been received for the construction of the facilities
covered hereby, (ii) construction of such facilities will have been completed
and (iii) such facilities will have been in service. Sellers shall notify Buyer
of any material changes in the schedule provided hereunder. The parties shall
mutually cooperate and use reasonable efforts to have such facilities (or other
facilities having less volumetric capacity) in service to permit testing of the
Facility by November 1, 1991.
To the extent that Transporter(s) are responsible for the construction of
any required facilities, following the receipt of the letters of credit
specified in paragraph 3.10, Sellers agree to act with due diligence to cause
Transporter(s) to construct and place in service such facilities. Commencing
October 1, 1990, Sellers shall provide Buyer with quarterly reports as to the
status of any regulatory authorizations required by Transporter(s) to permit
Sellers to render the services hereunder and as to the progress of any
construction of facilities by Transporter(s), equivalent to reports given to
Sellers' managements, until such facilities are in-service.
14.5 Mutual Cooperation. Both parties agree to cooperate with each other and
------------------
to keep each other informed regarding their
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progress in carrying out their respective obligations under this Agreement.
ARTICLE 15
ASSIGNMENT OF INTERESTS
-----------------------
15.1 Assignment of Interests. Either party may, without relieving itself of
-----------------------
its obligations under this Agreement, assign any of its rights hereunder to an
entity with which it is affiliated, but otherwise no assignment of this
Agreement or any of the rights or obligations hereunder shall be made unless
there first shall have been obtained the consent thereto in writing of the other
party, which consent shall not be unreasonably withheld. Any successor-in-
interest of Buyer or Sellers shall be entitled to the rights and shall be
subject to the obligations of its predecessor-in-interest under this Agreement.
It is agreed, however, that the restrictions on assignment contained in this
paragraph shall not in any way prevent either party to this Agreement from
pledging, mortgaging or assigning its rights hereunder as security for its
indebtedness. In connection therewith, Sellers will execute an appropriate
consent to any such pledge, mortgage or assignment as reasonably requested by
such lender. In addition, Sellers will execute an appropriate consent in favor
of the limited partner of Buyer as reasonably requested by GEPFC. Any such
consent will acknowledge, in effect, that this
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Agreement has been duly authorized and is valid and enforceable against Sellers
and that this Agreement is in full force and effect, that Sellers will not agree
to any amendment to this Agreement without the lender's or the limited partner's
approval in writing, which approval shall not be unreasonably withheld by the
lender or the limited partner, that Sellers will make all payments due to Buyer
hereunder in accordance with the instructions of the lender or the limited
partner, as the case may be, that Sellers will not terminate this Agreement by
reason of Buyer's default, by reason of force majeure or under paragraph 3.9
hereof, without giving the lender and the limited partner notice of default and
notice of termination and the same opportunity to cure provided to Buyer under
this Agreement (plus any longer period as may be necessary, not to exceed (2)
years, if the lender or the limited partner in good faith is endeavoring to
obtain possession of the Facility and pays [*] for the Resale Service quantity
during such period), that Sellers will deliver to the lender and the limited
partner a copy of each notice of default and notice of termination at the same
time that such notice is delivered to Buyer, and that in the event the lender or
the limited partner exercises its rights under its loan documentation or
partnership documentation with Buyer, Sellers will accept performance by the
lender, the limited partner or any successor or assign thereof, provided that
the lender, the limited partner or any such successor or assign pays all sums
then due to Sellers hereunder and is also otherwise in
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compliance with this Agreement, as Sellers may consent to in writing, which
consent shall not be unreasonably withheld. Sellers hereby agree that their
consent shall not be required with respect to General Electric Company, General
Electric Capital Corporation, GEPFC, the limited partner of Buyer or any other
affiliated or related entity of General Electric Company.
ARTICLE 16
ECONOMIC CHANGES
----------------
16.1 Rate Changes. At least five (5) Days prior to the beginning of each
------------
month, Sellers will serve on Buyer their calculation of the Commodity Cost, and
at least five (5) Days prior to each November 1, their calculation of the
Average Cost of Interstate Transportation, Weighted Average Cost of Storage and
other appropriate pricing determinations. The rates included in such filing
shall be effective the first Day of the next month, provided, however, that if
Buyer challenges such rates, the rates shall nevertheless be effective on the
first Day of the month but shall be collected subject to refund within thirty
(30) Days of a final BPU determination of the proper rates that comply with this
Agreement.
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16.2 Service Conversion. In the event Sellers' Commodity Cost of Gas in any
------------------
Annual Period exceeds by more than [*] of Gas during such Annual Period, and if
the average price of Sales Service Gas, excluding any [*] charges, exceeds the
price of Resale Service Gas by more than [*] percent [*] for such Annual Period,
Buyer shall have the right to notify Sellers within sixty (60) days of the end
of such Annual Period that Buyer desires to convert the Sales Service to Resale
Service. Such conversion shall be effective on the first Day of the Annual
Period next succeeding Buyer's notice to Sellers providing Sellers' [*]
continues to exceed by more than [*] percent [*] Con Ed's [*] for the Annual
Period in which Buyer's notice occurred and if the average price of the Sales
Service Gas, excluding any [*] charges, continues to exceed the price of the
Resale Service Gas by more than [*] percent [*] for such Annual Period. Such
conversion would be for the remaining term of this Agreement and all of Sellers'
Sales Service obligations would terminate commencing with such conversion.
16.3 Taxes, Assessments or Other Charges. [*]
-----------------------------------
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[*]
16.4 Amendment of Power Purchase Agreement. In the event Buyer and Con Ed
-------------------------------------
amend their Power Purchase Agreement in a manner which has a material economic
impact on Sellers hereunder, particularly any amendment that would in any way
affect the amount of Gas to be used in the Facility, or otherwise agree to sell
and purchase less than the quantities of power provided in section 11.2 of the
Power Purchase Agreement, as of the date of this Agreement, Sellers shall have
the right to renegotiate this
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Agreement so as to place Sellers in substantially the same economic position
that they experienced prior to the amendment of the Power Purchase Agreement.
Buyer agrees to give Sellers reasonable prior notice before amending the Power
Purchase Agreement and provide Sellers with a copy of any amendment within ten
(10) Days of its execution.
16.5 Letters of Credit. Any letter of credit provided by Buyer hereunder as
-----------------
security for Buyer's obligations to Sellers shall be subject to the prior review
and approval of Sellers and shall contain terms and conditions reasonably
acceptable to Sellers. Other than GEPFC or General Electric Capital Corporation,
the issuers of such security shall also be subject to Sellers' prior approval,
which approval shall not be unreasonably withheld.
ARTICLE 17
NOTICES AND ADDRESSES
---------------------
17.1 Any notice, request, demand, statement or payment provided for in this
Agreement shall be sent to the parties hereto at the following addresses:
BUYER: COGEN TECHNOLOGIES LINDEN VENTURE, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Attn: H. Fred Levine
Telecopier: (713) 951-7745
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<PAGE>
Twenty-four Hour Dispatch Contact:
----------------------------------
During Business Hours: Lawrence D. Thomas
After Business Hours: H. Fred Levine
Payment, Wire Transfer:
COGEN TECHNOLOGIES LINDEN VENTURE, L.P.
(to be provided)
----------------
SELLERS: Notices:
--------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
80 Park Plaza
25th Floor
Newark, NJ 07101
Attn: Vice President Gas Supply
Telecopier: (201) 643-8385
ELIZABETHTOWN GAS COMPANY
One Elizabethtown Plaza
Union, NJ 07083
Attn: Director of Gas Supply
Telecopier: (201) 289-1370
Twenty-four Hour Dispatch Contact:
----------------------------------
During Business Hours: (201) 430-5075
After Business Hours: (201) 430-5075
Payment, Wire Transfer:
-----------------------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(to be provided)
----------------
Any notice, request or demand shall be deemed to have been made
hereunder at such time as same has been deposited and stamped in registered
United States mail, postage prepaid; provided, that notices required under
paragraph 3.13 shall be given first by telephone or radio and then confirmed
immediately by telecopier, telex or other rapid transmittal system; and provided
further that notices under paragraph 3.12
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shall be given by telecopier, telex, or other similar rapid transmittal system,
and such notices shall be deemed to have been given on the Day or at the,hour
sent, as appropriate, sent by such rapid transmittal system. Either party may
change addresses under this Article 17 by giving prior written notice to the
other party.
ARTICLE 18
MISCELLANEOUS
-------------
18.1 This Agreement shall be governed by the laws of the State of New
Jersey.
18.2 This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters set forth herein. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original of this Agreement.
18.3 The failure of either party hereto to exercise any right granted
hereunder shall not impair nor be deemed as a waiver of such party's privilege
of exercising such right at any subsequent time or times.
18.4 All headings appearing herein are for convenience only, and shall not
be considered a part of this Agreement for any purpose or as in any way
interpreting, construing, varying, altering or modifying this Agreement or any
of the provisions hereof.
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18.5 No modification or amendment to this Agreement shall be effective,
unless such modification or amendment is in writing.
18.6 The terms of this Agreement and information disclosed pursuant to this
Agreement, including but not limited to the price paid for Natural Gas, shall be
kept confidential by Sellers and Buyer, (a) except to the extent any information
must be disclosed to (i) Transporter(s) for the purpose of effectuating
transportation of the Natural Gas sold and purchased under this Agreement, (ii)
Con Ed for the purpose of complying with section 4.6 of the Power Purchase
Agreement and (iii) any person or entity for the purpose of evaluating a
financial participation in the Facility or in the financing of equity
investments in Buyer, and (b) except as required by law, regulation or request
of Governmental Authority.
18.7 Sellers shall cooperate with Buyer in connection with Buyer's efforts
to purchase gas for the Resale Service hereunder and, at Buyer's request, shall
utilize reasonable efforts to make their representatives available to meet with
potential Natural Gas suppliers identified by Buyer for that purpose.
18.8 The performance of Sellers' obligations hereunder shall be [*] percent
[*] the responsibility of PSE&G and [*] percent [*] the responsibility of
Elizabethtown. The rights and obligations of Sellers are several, but not joint,
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and neither company shall be liable for the non-performance of the other.
18.9 If the date of any payment obligation hereunder should occur on a
Saturday, Sunday or holiday, then such obligation shall be deferred until the
next business Day thereafter.
ARTICLE 19
ARBITRATION
-----------
19.1 Unless provided otherwise in this Agreement, if any dispute arises
hereunder which cannot be resolved by the parties, the matter shall be referred
to an arbitration panel of three (3) persons having knowledge and experience in
connection with similar Gas supply and service agreements for resolution. The
panel shall be selected within thirty (30) Days of written notice of the dispute
and shall be comprised of one (1) member selected by Buyer, one (1) selected by
Sellers and one (1) jointly selected by the arbitrators selected by Buyer and
Sellers. Any arbitration proceeding shall be conducted in accordance with
procedures established by the American Arbitration Association. The decision of
the arbitrators shall be issued within sixty (60) Days of the commencement of
the proceeding and shall be binding on the parties, subject to any necessary
regulatory approvals.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed in duplicate by their respective duly authorized corporate
officers effective as of the day and year first above written.
SELLERS:
-------
WITNESS: PUBLIC SERVICE ELECTRIC AND GAS COMPANY
/s/ PATRICK J. KEELEY By /s/ JOHN A. GARTMAN
Title Vice President Gas Supply and Planning
WITNESS: ELIZABETHTOWN GAS COMPANY
/s/ PATRICK J. KEELEY By /s/ THOMAS E. SMITH
Title Assistant Vice President Supply & Planning
Subject to ratification by Board of Directors
BUYER:
------
COGEN TECHNOLOGIES LINDEN VENTURE, L.P.
(D/B/A Cogen Technologies Linden
Venture, Limited Partnership)
By: Cogen Technologies Linden, Ltd.
(D/B/A Cogen Technologies Linden,
Limited Partnership), a Texas
limited partnership, its general partner
By: Cogen Technologies, Inc.,
a Texas corporation, its general partner
WITNESS: By: /s/ H. FRED LEVINE
/s/ ESTALEETA WATSON Title: Vice President
-60-
<PAGE>
STATE OF NEW JERSEY, COUNTY OF ESSEX, ss.
On this the 27th day of July, 1990, before me, Anna Burns, the
undersigned officer, personally appeared, John A. Gartman, known to me to be the
person whose name subscribed to the within instrument and acknowledged that
Public Service Electric and Gas Company executed the same for the purposes
therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Anna Burns
Notary
Notary Public in and for the State of New Jersey.
-61-
<PAGE>
STATE OF NEW JERSEY, COUNTY OF ESSEX, ss.
On this the 27th day of July, 1990, before me, Anna Burns, the
undersigned officer, personally appeared, Thomas E. Smith, known to me to be the
person whose name subscribed to the within instrument and acknowledged that
Elizabethtown Gas Company executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand and official
seal.
/s/ Anna Burns
Notary
Notary Public in and for the State of New Jersey.
-62-
<PAGE>
STATE OF TEXAS, COUNTY OF HARRIS, ss.
On this the 17th day of July, 1990, before me, Mary Ann McLendon, the
undersigned officer, personally appeared, H. Fred Levine, known to me to be the
person whose name subscribed to the within instrument and acknowledged that
Cogen Technologies, Inc., as General Partner of Cogen Technologies Linden, Ltd.
(D/B/A Cogen Technologies Linden, Limited Partnership), in turn acting as
General Partner of Cogen Technologies Linden Venture, L.P. (D/B/A Cogen
Technologies Linden Venture, Limited Partnership) executed the same for the
purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ MARY ANN McLENDON
____________________________________
Notary
Notary Public in and for the State of Texas.
-63-
<PAGE>
EXHIBIT A
[*]
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 1
EXHIBIT B
PSE&G BASE RATES
TARIFF FOR GAS SERVICE
Applicable in
territory served as shown on
Sheets Nos. 3 through 5 of this Tariff
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
GENERAL OFFICES
80 PARK PLAZA
NEWARK, NEW JERSEY 07101
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY THIRD REVISED SHEET NO. 2
SUPERSEDING
P.U.C.N.J. NO. 10 GAS Second Revised Sheet No. 2
TABLE OF CONTENTS
Title Page...........................................................Sheet No. 1
Table of Contents....................................................Sheet No. 2
Territory Served...................................Sheets Nos. 3 to 5, inclusive
Standard terms and Conditions.....................Sheets Nos. 6 to 18, inclusive
Raw Material Adjustment.............................................Sheet No. 19
Commodity Charge Applicable to Rate Schedule ISG....................Sheet No.19A
Commodity Charge Applicable to Rate Schedule CIG....................Sheet No.19C
Rate Schedules as listed below:
RATE STREET
APPLICABLE TO ENTIRE TERRITORY SERVED FOR: SCHEDULE NO.
Residential Service.............................................RSG 20
General Service.................................................GSG 22
Large Volume Service............................................LVG 23
Street Lighting Service.........................................SLG 24
Interruptible Service...........................................ISG 27
Cogeneration Interruptible Service..............................CIG 36
Firm Transportation Gas Service...............................TSG-F 40
Non-Firm Transportation Gas Service..........................TSG-NF 43
Date of Issue: January 16, 1989 Effective: January 12, 1989
Issued by FREDERICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated January 12, 1989
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 3
TERRITORY SERVED
BERGEN COUNTY
Allendale, Borough of Ridgefield Park, Village of
Alpine, Borough of Ridgewood, Village of
Bergenfield, Borough of River Edge, Borough of
Bogota, Borough of River Vale, Township of
Carlstadt, Borough of Rochelle Park, Township of
Cliffside Park, Borough of Rockleigh, Borough of
Closter, Borough of Rutherford, Borough of
Cresskill, Borough of Saddle Brook, Township of
Demarest, Borough of Saddle River, Borough of
Dumont, Borough of South Hackensack, Township of
East Rutherford, Borough of Teaneck, Township of
Edgewater, Borough of Tenafly, Borough of
Elmwood Park, Borough of Teterboro, Borough of
Emerson, Borough of Upper Saddle River, Borough of
Englewood, City of Waldwick, Borough of
Englewood Cliffs, Borough of Wallington, Borough of
Fair Lawn, Borough of Washington, Township of
Fairview, Borough of Westwood, Borough of
Fort Lee, Borough of Woodcliff Lake, Borough of
Franklin Lakes, Borough of Wood-Ridge, Borough of
Garfield, Borough of Wyckoff, Township of
Glen Rock, Borough of
Hacksensack, City of BURLINGTON COUNTY
Harrington Park, Borough of
Hasbrouck Heights, Borough of Beverly, City of
Haworth, Borough of Bordentown, City of
Hillsdale, Borough of Bordentown, Township of
Ho-Ho-Kus, Borough of Burlington, City of
Leonia, Borough of Burlington, Township of
Little Ferry, Borough of Chesterfield, Township of
Lodi, Borough of Cinnaminson, Township of
Lyndhurst, Township of Delanco, Township of
Mahwah, Township of Delran, Township of
Maywood, Borough of Eastampton, Township of
Midland Park, Borough of Edgewater Park, Township of
Montvale, Borough of Evesham, Township of
Moonachie, Borough of Fieldsboro, Borough of
New Milford, Borough of Florence, Township of
North Arlington, Borough of Hainesport, Township of
Northvale, Borough of Lumberton, Township of
Norwood, Borough of Mansfield, Township of
Oakland, Borough of Maple Shade, Township of
Old Tappan, Borough of Medford, Township of
Oradell, Borough of Moorestown, Township of
Palisades Park, Borough of Mount Holly, Township of
Paramus, Borough of Mount Laurel, Township of
Park Ridge, Borough of New Hanover, Township of
Ramsey, Borough of North Hanover, Township of
Ridgefield, Borough of Palmyra, Borough of
Pemberton, Borough of
Pemberton, Township of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 4
TERRITORY SERVED
(Continued)
BURLINGTON COUNTY -- Continued GLOUCESTER COUNTY
Riverside, Township of Deptford, Township of
Riverton, Borough of National Park, Borough of
Southampton, Township of West Deptford, Township of
Springfield, Township of Westville, Borough of
Westampton, Township of Woodbury, City of
Willingboro, Township of
Woodland, Township of HUDSON COUNTY
Wrightstown, Borough of
Bayonne, City of
CAMDEN COUNTY East Newark, Borough of
Guttenberg, Town of
Audubon, Borough of Harrison, Town of
Audubon Park, Borough of Hoboken, City of
Barrington, Borough of Jersey City, City of
Bellmawr, Borough of Kearny, Town of
Brooklawn, Borough of North Bergen, Township of
Camden, City of Secaucus, Town of
Cherry Hill, Township of Union City, City of
Collingswood, Borough of Weehawken, Township of
Gloucester, City of West New York, Town of
Haddon, Township of
Haddonfield, Borough of HUNTERDON COUNTY
Haddon Heights, Borough of
Lawnside, Borough of East Amwell, Township of
Merchantville, Borough of Readington, Township of
Mount Ephraim, Borough of Tewksbury, Township of
Oaklyn, Borough of
Pennsauken, Township of MERCER COUNTY
Tavistock, Borough of
Wood-Lynne, Borough of East Windsor, Township of
Ewing, Township of
ESSEX COUNTY Hamilton, Township of
Hightstown, Borough of
Belleville, Town of Lawrence, Township of
Bloomfield, Town of Princeton, Borough of
Caldwell, Borough of Princeton, Township of
Cedar Grove, Township of Trenton, City of
East Orange, City of Washington, Township of
Essex Falls, Borough of West Windsor, Township of
Fairfield, Borough of
Glen Ridge, Borough of MIDDLESEX COUNTY
Irvington, Town of
Livingston, Township of Cranbury, Township of
Maplewood, Township of Dunellen, Borough of
Millburn, Township of East Brunswick, Township of
Montclair, Town of
Newark, City of
North Caldwell, Borough of
Nutley Town of
Orange, City of
Roseland, Borough of
South Orange, Village of
Verona, Borough of
West Caldwell, Borough of
West Orange, Town of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 5
TERRITORY SERVED
(Continued)
MIDDLESEX COUNTY -- Continued OCEAN COUNTY
Edison, Township of Plumsted, Township of
Helmetta, Borough of
Highland Park, Borough of PASSAIC COUNTY
Jamesburg, Borough of
Madison, Township of Bloomingdale, Borough of
Middlesex, Borough of Clifton, City of
Milltown, Borough of Haledon, Borough of
Monroe, Township of Hawthorne, Borough of
New Brunswick, City of Little Falls, Township of
North Brunswick, Township of North Haledon, Borough of
Piscataway, Township of Passaic, City of
Plainsboro, Township of Paterson, City of
Sayreville, Borough of Pompton Lakes, Borough of
South Amboy, City of Prospect Park, Borough of
South Brunswick, Township of Ringwood, Borough of
South Plainfield, Borough of Totowa, Borough of
South River, Borough of Wanaque, Borough of
Spotswood, Borough of Wayne, Township of
West Milford, Township of
West Paterson, Borough of
MONMOUTH COUNTY
SOMERSET COUNTY
Allentown, Borough of
Millstone, Township of Bedminster, Township of
Roosevelt, Borough of Bernards, Township of
Upper Freehold, Township of Bernardsville, Borough of
Bound Brook, Borough of
Branchburg, Township of
MORRIS COUNTY Bridgewater, Township of
Far Hills, Borough of
Butler, Borough of Franklin, Township of
Chatham, Borough of Green Brook, Township of
Chatham, Township of Hillsborough, Township of
Chester, Borough of Manville, Borough of
Chester, Township of Millstone, Borough of
Denville, Township of Montgomery, Township of
East Hanover, Township of North Plainfield, Borough of
Florham Park, Borough of Peapack-Gladstone, Borough of
Hanover, Township of Raritan, Borough of
Harding, Township of Rocky Hill, Borough of
Jefferson, Township of Somerville, Borough of
Kinnelon, Borough of South Bound Brook, Borough of
Madison, Borough of Warren, Township of
Mendham, Borough of Watchung, Borough of
Mendham, Township of
Morris, Township of UNION COUNTY
Morris Plains, Borough of
Morristown, Town of Berkeley Heights, Township of
Parsippany-Troy Hills, Township of New Providence, Borough of
Passaic, Township of Plainfield, City of
Pequannock, Township of Springfield, Township of
Randolph, Township of Summit, City of
Riverdale, Borough of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 6
Superseding
P.U.C.N.J. No. 10 GAS First Revised Sheet No. 6
STANDARD TERMS AND CONDITIONS--INDEX
Sheet
No.
1. General............................. 7
2. Obtaining Service................... 7
2.1. Application................... 7
2.2. Selection of Rate Schedule.... 7
2.3. Deposit and Guarantee......... 8
2.4. Main Extensions............... 8
2.5. Service Connections........... 8
2.6. Permits....................... 8
2.7. Temporary Service............. 8
3. Extension of Distribution Mains..... 8
3.1. General....................... 8
3.2. Individual Residential
Customer.................... 9
3.3. Residential Land Developer.... 9
3.4. Commercial and Industrial..... 9
4. Characteristics of Service.......... 10
4.1. Standard Service Supply....... 10
4.2. Heat Measurement and Billing
Units....................... 10
4.3. Standard Pressure............. 10
5. Service Connections................. 10
5.1. General....................... 10
5.2. Service Connection Charges.... 10
5.3. Change in Location of
Existing Service Pipe....... 10
6. Meters and Associated Equipment..... 11
6.1. General....................... 11
6.2. Seals......................... 11
6.3. Protection of Meter and
Service Equipment........... 11
6.4. Public Service to Turn on
Gas......................... 11
6.5. Change in Location of Meters
and Associated Equipment.... 11
6.6. Tampering..................... 11
7. Customer's Installation............. 12
7.1. General....................... 12
7.2. Piping........................ 12
7.3. Utilization Apparatus......... 12
7.4. Back Pressure and Suction..... 12
7.5. Maintenance of Customer's
Installation................ 12
7.6. Application Adjustments....... 12
7.7. Adequacy and Safety of
Installation................ 12
7.8. Liability for Customer's
Installation................ 12
8. Meter Reading and Billing........... 12
8.1. Measurement of Gas Used....... 12
8.2. Correction for Pressure....... 13
8.3. Separate Billing for Each
Installation................ 13
8.4. Metering on Customer's
Premises.................... 13
8.5. Testing of Meters............. 14
8.6. Billing Adjustments........... 14
8.7. Meter Reading and Billing
Period...................... 14
8.8. Proration of Monthly Charges.. 14
8.9. Averaged Bills................ 14
8.10. Budget Plan................... 14
8.11. Billing of Charges in Tariff.. 14
8.12. Payment of Bills.............. 14
8.13. Late Payment Charge........... 15
8.14. Returned Check Charge......... 15
9. Leakage............................. 15
10. Access to Customer's Premises....... 15
11. Discontinuance of Service........... 15
11.1. By Public Service............. 15
11.2. At Customer's Request......... 16
12. Reconnection Charge................. 16
13. Service Limitations................. 17
13.1. Continuity of Service......... 17
13.2. Emergencies................... 17
13.3. Unusual Conditions............ 17
14. Termination, Change, or Modification
of Provisions of Tariff........... 17
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 7
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 7
STANDARD TERMS AND CONDITIONS
1. GENERAL
These Standard Terms and Conditions, filed as a part of the gas tariff of
Public Service Electric and Gas Company, hereinafter referred to as "Public
Service", set forth the terms and conditions under which gas service will be
supplied and govern all classes of service to the extent applicable, and are
made a part of all agreements for the supply of gas service unless
specifically modified in a particular rate schedule.
No representative of Public Service has authority to modify any provision
contained in this Tariff or to bind Public Service by any promise or
representation contrary thereto.
The benefits and obligations under an application or agreement for service
shall begin when Public Service makes gas service available to the customer.
Standard agreements to supply gas service shall be in accordance with the
rate schedule and shall be based upon plant facilities which are sufficient
for safe, proper, and adequate service. Public Service may require agreements
for a longer term than specified in the rate schedule, may require
contributions toward the investment, and may establish such Minimum Charges
and Facilities Charges as may be equitable under the circumstances involved
where: (1) large or special investment is necessary for the supply of
service: (2) capacity required to serve customer's equipment is out of
proportion to the use of gas service for occasional, intermittent, or low
load factor purposes, or is for short durations.
Publications set forth by title in sections of these Standard Terms and
Conditions are incorporated in this Tariff by reference.
2. OBTAINING SERVICE
2.1. Application: An application for gas service may be made at any of the
Customer Service Centers of Public Service in person, by mail, or by
telephone. Forms for application for service, when required together with
terms and conditions and rate schedules, will be furnished upon request.
Customer shall state, at the time of making application for service, the
conditions under which service will be required and customer may be
required to sign and agreement or other form then in use by Public Service
covering special circumstances for the supply of gas service. Data
requested from customers may include proof of identification such as a
Driver's License, as well as copies of leases, deeds and corporate
charters. Such information shall be considered confidential.
Public Service may reject applications for service where such service is
not available or where such services might affect the supply of gas to
other customers, or for failure of customer to agree to comply with any of
these Standard Terms and Conditions.
See also Section 13 Service Limitations, of these Standard Terms and
Conditions.
2.2. Initial Selection of Rate Schedule: Public Service will assist in the
selection of the available rate schedule which is most favorable from the
standpoint of the customer. Any advice given by Public Service will
necessarily be based on customer's written statements detailing his
proposed operating conditions.
Customer may, upon written notice to Public Service within three months
after service is begun, elect to change and to receive service under any
other available rate schedule. Public Service will furnish service to and
bill the customer under the rate schedule so selected from the date of
last scheduled meter reading, but no further change will be allowed during
the next twelve months.
2.2.1. Change of Rate Schedule: Subsequent to initial selection of a rate
schedule, customer shall notify Public Service in writing of any change
in his use of service which might affect the selection of a rate
schedule or provision within a rate schedule. Any change in schedule or
provision shall be applicable if permitted to the next regular billing
subsequent to such notification.
Date of issue: February 20, 1987 Effective: February 16, 1987
Issued by FREDRICK R. DE. SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated February 13, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 8
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 8.
STANDARD TERMS AND CONDITIONS
(continued)
2.3. Deposit and Guarantee: Where Public Service deems it necessary, a deposit
or other guarantee satisfactory to Public Service may be required as
security for the payment of future and final bills before Public Service
will commence or continue to render service, or perform necessary
preliminary work prior to meter installation.
A deposit may be required from a customer equal to the estimated bills
which would accrue for two months service at the applicable rate
schedule. A customer taking service for a period of less than thirty days
may be required to deposit an amount equal to the estimated bill for such
temporary period.
Upon closing any account, the balance of any deposit remaining after the
closing bill for service has been settled, shall be returned promptly to
the depositor with interest due. Deposits shall cease to bear interest
upon discontinuance of service.
Public Service shall review a residential customer's account at least
once every year and a non-residential customer's account at least once
every 2 years. If such review indicates that the customer has established
credit satisfactory to Public Service, then the outstanding deposit shall
be refunded to the customer.
Simple interest at the rate of 9% per annum shall be paid by Public
Service on all deposits held by it, provided the deposit has remained with
Public Service for at least 3 months.
Interest payments shall be made at least once during each 12-month period
in which a deposit is held and shall take the form of credits on bills
toward utility service rendered or to be rendered, for residential
accounts.
A deposit is not a payment or part payment of any bill for service, except
that on discontinuance of service Public Service may apply said deposit
against unpaid bills for service, and only the remaining balance of the
deposit will be refunded. Public Service shall promptly read the meters
and ascertain that the obligations of the customer have been fully
performed before being required to return any deposit. To have service
resumed, customer will be required to restore deposit to original amount.
2.4. Main Extensions: The customer may be required to make a deposit for the
extension of gas mains as set forth in Section 3 of these Standard Terms
and Conditions.
2.5. Service Connections: The customer may be required to make a contribution
toward the cost of installing a service connection as set forth in Section
5 of these Standard Terms and Conditions.
2.6. Permits: Public Service, where necessary, will make application for any
street opening permits for installing its service connections and shall
not be required to furnish service until after such permits are granted.
The customer may be required to pay the municipal charge, if any, for
permission to open the street. The customer shall obtain and present to
Public Service, for recording or for registration, all instruments
providing for easements or rights of way, and all permits (except street
opening permits), consents, and certificates necessary for the
introduction of service.
2.7. Temporary Service: Where service is to be used at an installation for a
limited period and such installation is not permanent in nature, the use
of service shall be classified as temporary. In such cases, the customer
may be required to pay to Public Service the cost of the facilities
required to furnish service. The minimum period of temporary service for
billing purposes shall be one month.
After two years of service a temporary service installation shall be
eligible for refunds. Excluding the first two annual service periods,
refunds equal to 10% of the revenue received by Public Service during an
annual service period shall be made at the end of such period. In no case
shall the total amount refunded be in excess of the installation cost paid
by the customer, nor shall refunds be made for more than eight consecutive
annual service periods.
3. EXTENSION OF DISTRIBUTION MAINS
3.1. General: Public Service will construct, own, and maintain distribution
mains located on streets, highways and on rights of way acquired by Public
Service, used or usable as part of the distribution system of Public
Service. The making of a deposit under any of the following cases shall
not give the customer any interest in the facilities, the ownership being
vested exclusively in Public Service.
Date of Issue: February 20, 1987 Effective: February 16, 1987
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated February 13, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 9
STANDARD TERMS AND CONDITIONS
(Continued)
The following formulae shall not be binding on the parties but are
suggested as a guide to customers and utilities. Parties are still free to
exercise their rights under New Jersey Revised Statutes 48:2-27. When an
applicant for an extension is dissatisfied with these suggested extension
regulations he may petition the Board for a finding that the extension
should be made without charge.
3.2. Individual Residential Customer: Where the cost to Public Service for an
extension to serve an individual permanent residential customer does not
exceed five times the estimated annual revenue, Public Service will make
the necessary extension upon receiving from the customer an application for
service. Such application shall be made by the owner of the property or by
a responsible tenant and shall be for an indefinite period; not less,
however, than the number of years necessary to produce, at the normal
annual charge, the cost of the extension.
3.2.1. Where the cost of an extension exceeds the amount which Public Service
will install without cost to a customer, in accordance with Section
3.2. the excess cost of the extension shall be deposited and remain
with Public Service without interest. When the actual annual revenue
from premises exceeds the amount of revenue which was used as the
basis for the initial deposit computation, or the basis for a previous
deposit return, there shall be returned to the depositor an additional
amount equal to five times such excess. In no event shall more than the
original deposit be returned to the depositor nor shall any part of the
deposit remaining after ten years from the date of the original deposit
be returned. Public Service will waive the deposit required where the
amount is $100.00 or less.
3.2.2. Where the cost to Public Service for an extension to serve an
individual permanent residential customer exceeds the amount which
Public Service will install without cost to the customer, in accordance
with Section 3.2. Public Service and the customer may agree upon a
monthly revenue guarantee not to exceed one-sixtieth of the total cost
of the extension, in lieu of a deposit pursuant to Section 3.2.1.
3.3. Residential Land Developer: Where applications for extensions into newly
developed tracts of land are made by individuals, partnerships, or
corporations interested in the development or sale of land, but not as
ultimate residents, Public Service may require a deposit from the
applicant covering the entire cost of the extension necessary to serve the
tract.
3.3.1. Extension deposits shall not carry interest and are to be returned as
hereinafter provided to the depositor when new buildings abutting on
such extensions are under construction and have been framed and roofed.
3.3.2. The deposit shall be returned in an amount equal to five times the
estimated annual revenue from each such completion on said extension.
If during a ten-year period from the date of the original deposit, the
actual annual revenue, during any year of said ten-year period, from
premises exceeds the annual revenue which was the basis for the
previous deposit return, there shall be returned to the depositor an
additional amount equal to five times such excess. In no event shall
more than the original deposit be returned to the depositor nor shall
any part of the deposit remaining after ten years from the date of the
original deposit be returned.
3.4. Commercial and Industrial: Public Service may require any customer to
deposit an amount equal to the entire cost of the new facilities required
to supply service, such amount to be subject to refund as follows: At the
end of the first service year, an amount without interest equal to 10% of
the total amount of the monthly bills rendered to and paid by the customer
for gas service furnished by Public Service for that year will be refunded,
and thereafter refunds similarly determined will continue each year until
such time as the accumulated annual refunds are equal to but not in excess
of the sum
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 10
STANDARD TERMS AND CONDITIONS
(Continued)
deposited: provided, however, that any part of the deposit not returned to
the customer within ten years after the beginning of the first service
year shall remain the property of Public Service. No refund will be made
if service is discontinued prior to the expiration of the first service
year.
Where it is necessary to provide additional facilities to serve increased
requirements of an existing customer, Public Service may require the
customer to deposit an amount equal to the cost of such additional
facilities. This amount shall be subject to refund as outlined in the
preceding paragraph, except that the refunds will be calculated at 10% of
the excess revenue over a predetermined base.
4. CHARACTERISTICS OF SERVICE
4.1. Standard Service Supply: The gas supplied may be manufactured or derived
from natural sources, altered to remove impurities and to add desirable
constituents. The character of the gas will be of a nature which will
fulfill the requirements of the Regulations of the Board of Public
Utilities.
4.2. Heat Measurement and Billing Units: For billing purposes, the customer's
gas use in cubic feet will be converted to therms, using the estimated
calendar twelve-month average heating value, on a dry basis, of the gas
distributed, where a therm is a unit of heat energy equivalent to 100,000
British Thermal Units (Btu's).
4.3. Standard Pressure: The standard pressure supplied at the meter outlet will
be within the range of 4 to 7 inches water column pressure.
5. SERVICE CONNECTIONS
5.1. General: The customer shall consult Public Service as to the exact point
at which the service pipe will enter the building before installing
interior gas piping or starting any other work dependent upon the location
of the service pipe. Public Service will determine the location of the
service pipe depending upon existing facilities in the street and other
practical considerations.
Gas service will be supplied to each building or premises through a single
service pipe except where, in the judgment of Public Service, its economic
considerations; conditions on its distribution system; improvement of
service conditions; or volume of the customer's requirements, make it
desirable to install more than one service pipe.
The making of a payment in any of the following cases shall not give the
customer any interest in the service connection, the ownership being
vested exclusively in Public Service.
5.2. Service Connection Charges: Public Service will furnish and place, at no
cost to the customer, up to 200 feet of service connection, measured at
right angles from the nearest curb line to the customer's building, at the
point of service entrance designated by Public Service. Where the distance
is in excess of 200 feet, the service pipe will be installed subject to a
charge equal to the amount by which the cost of the service connection
exceeds the greater of either twice the customer's annual revenue as
estimated by Public Service or the cost of the first 200 feet of service
connection which otherwise would be furnished without charge as provided
above. Should the customer request service entrance at a location other
than that designated by Public Service, the customer shall pay the
additional cost associated with said change in point of service entrance
provided that the customer shall not be required to pay for the first 200
feet of service connection in any case and, provided further, that the
customer shall not be required to pay for any portion of the cost of the
service connection if the cost thereof does not exceed twice the estimated
annual revenue. Public Service will waive the charge to the customer when
the amount is $50.00 or less.
The charge for the service connection, when the service pipe is of a size
up to and including 4-inch diameter pipe, shall be determined by the
application of established unit costs per foot. These unit costs are
available for customer's inspection. Where the size of the service pipe is
greater than 4-inch, the charge shall be based on actual construction
costs.
5.3. Change in Location of Existing Service Pipe: Any change requested by the
customer in the location of the existing service pipe, if approved by
Public Service, will be made at the expense of the customer.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 11
Superseding
P.U.C.N.J. NO. 10 GAS First Revised Sheet No. 11
STANDARD TERMS AND CONDITIONS
(Continued)
6. METERS AND ASSOCIATED EQUIPMENT
6.1. General: A single meter will be furnished and installed by Public
Service for each separately billed rate schedule under which a
customer receives service. Public Service shall be consulted
regarding meter locations. Meter installations shall be in
conformance with "Installation of Gas Appliances and Gas Piping,"
issued by Public Service and available on request. Where permitted,
the meter shall be located outside. If the meter cannot be located
outside, the meter shall be set so it can be read from outside the
building, such as through a transparent glass block or by a remote
meter reading device.
When requested by a customer, remote meter reading equipment, which
transmits the reading on a meter to a repeating register located on
the outside of a building, may be installed, if feasible, at the
expense of the customer. The payment shall not give the customer any
interest in the equipment thus installed, the ownership being vested
exclusively in Public Service.
Additional meters will be installed only where, in the judgment of
Public Service, its economic considerations; conditions on its
distribution system; improvement of service conditions; or the volume
of the customer's requirements, make it desirable to install such
additional meters.
6.2. Seals: Public Service may seal or lock any meters or enclosures
containing meters and associated metering equipment. No person except
a duly authorized employee of Public Service shall break or remove a
Public Service seal or lock.
6.3. Protection of Meter and Service Equipment: Customer shall furnish and
maintain a suitable space for the meter and associated equipment. Such
space shall be as near as practicable to the point of entrance of the
gas service pipe, adequately ventilated, dry and free from corrosive
vapors, not subject to extreme temperatures, readily accessible to
duly authorized employees or agents of Public Service and shall
otherwise conform to "Installation of Gas Appliances and Gas Piping,"
issued by Public Service and available on request. Customer shall not
tamper with or remove meters or other equipment, nor permit access
thereto except by duly authorized employees or agents of Public
Service. In case of loss or damage to the property of Public Service
from the act of negligence of the customer or his agents or servants,
or of failure to return equipment supplied by Public Service, customer
shall pay to Public Service the amount of such loss or damage to the
property. All equipment furnished at the expense of Public Service
shall remain its property and may be replaced whenever deemed
necessary and may be removed by it at any reasonable time after the
discontinuance of service. In the case of defective service, the
customer shall not interfere or tamper with the apparatus belonging to
Public Service but shall immediately notify Public Service to have the
defects remedied.
6.4. Public Service to Turn on Gas: No person other than a duly authorized
employee or agent of Public Service shall turn gas into any new system
of piping or into any old system of piping from which the use of gas
has been discontinued.
6.5. Change in Location of Meters and Associated Equipment: Any change
requested by the customer in the existing location of meters and
associated equipment, if approved by Public Service, will be made at
the expense of the customer.
6.6. Tampering: In the event it is established that Public Service meters
or other equipment on the customer's premises have been tampered with,
and, such tampering results in incorrect measurement of the service
supplied as determined by Public Service, for non-residential
accounts, the beneficiary shall pay for such service based upon the
Public Service estimate from available data and not registered by
Public Service meters. The beneficiary shall be the customer or other
party who benefits from such tampering. In the case of residential
accounts, all such costs shall be billed to the responsible party. The
responsible party shall be the customer or other party who causes
meter tampering to be committed.
The actual cost of investigation, inspection, and determination of
such tampering, and other costs, such as but not limited to, the
installation of protective equipment, legal fees, and other costs
related to the administrative, civil or criminal proceedings, may be
billed to the responsible party.
Tampering with Public Service facilities may be punishable by fine
and/or imprisonment under the New Jersey Code of Criminal Justice.
Date of Issue: September 4, 1987 Effective: August 28, 1987
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 28, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No.12
Superseding
P.U.C.N.J. No. 10 Gas Original Sheet No. 12
STANDARD TERMS AND CONDITIONS
(Continued)
7. CUSTOMER'S INSTALLATION
7.1. General: No material change in the size, total capacity, or method of
operation of customer's equipment shall be made without previous written
notice to Public Service.
7.2. Piping: Gas piping installed on the customer's premises must conform to
all requirements of municipal or other property constituted public
authorities and to the regulations set forth in "Installation of Gas
Appliances and Gas Piping," issued by Public Service and available on
request.
7.3. Utilization Apparatus: All utilization apparatus shall have the approval
of the American Gas Association Testing Laboratories (American Standard
Approval Requirements) and, in addition, shall have the approval of Public
Service. The manner of installation of all utilization apparatus shall be
in accordance with "Installation of Gas Appliances and Gas Piping," issued
by Public Service and available on request.
Where the use of gas service is to be intermittent or occasional, or for
low load factor purposes or for short durations, equipment shall not be
connected without previous written notice to Public Service.
7.4. Back Pressure and Suction: When the nature of the customer's utilization
apparatus is such that it may cause back pressure or suction in the piping
system, meters, or other associated equipment of Public Service, suitable
protective devices, subject to inspection and approval by Public Service,
shall be furnished, installed, and maintained by the customer.
7.5. Maintenance of Customer's Installation: Customer's entire installation
shall be maintained in the condition required by the municipal or other
public authorities having jurisdiction and by Public Service.
7.6. Appliance Adjustments: Public Service will make, free of charge,
adjustments to gas burners and certain associated equipment necessary to
the functioning of gas appliances in use on customer's premises. Other
adjustments or repairs to such appliances may be made, or other services
connected with the rendering of gas service may be performed, by Public
Service at the customer's expense. Service procedures are detailed in
"Servicing Equipment and Facilities on Customers' Premises," issued by
Public Service and available on request.
7.7. Adequacy and Safety of Installation: Public Service shall not be required
to supply gas service until the customer's installation shall have been
approved by the authorities having jurisdiction. Public Service may
withhold or discontinue its service whenever such installation or part
thereof is deemed by Public Service to be unsafe, inadequate, or
unsuitable for receiving service, or to interfere with or impair the
continuity or quality of service to the customer or to others.
Public Service will assume no responsibility for the condition of
customer's gas installation or for accidents, fires, or failures which may
occur as the result of the condition of such gas installation.
Neither by inspection or nonrejection, nor in any other way, does Public
Service give any warranty, expressed or implied, as to the adequacy,
safety, or other characteristics of any structure, equipment, wires,
pipes, appliances, or devices used by the customer.
7.8. Liability for Customer's Installation: Public Service will not be liable
for damages or for injuries sustained by customers or others or by the
equipment of customers or others by reason of the condition or character
of customers' facilities or the equipment of others on customers'
premises. Public Service will not be liable for the use, care or handling
of the gas service delivered of the customer after same passes beyond the
point at which the service facilities of Public Service connect to the
customers' facilities.
8. METER READING AND BILLING
8.1. Measurement of Gas Used: Public Service will select the type and make of
metering equipment and may, from time to time, change or alter such
equipment; its sole obligation is to supply meters that will accurately
and adequately furnish records for billing purposes.
Date of Issue: February 20, 1987 Effective: February 16, 1987
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated February 13, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Fourth Revised Sheet No. 13
Superseding
P.U.C.N.J. No. 10 GAS Third Revised Sheet No. 13
STANDARD TERMS AND CONDITIONS
(Continued)
Where service through more than one meter is permitted by Public Service
as outlined under Section 6.1 of these Standard Terms and Conditions,
the cubic-foot use registered by the individual meters will be combined
for billing purposes. In all other instances, each meter shall be billed
separately.
Bills will be based upon registration of Public Service meters except as
otherwise provided for in this Tariff.
8.2. Correction for Pressure: In any case where, pursuant to Section 4.3,
Public Service measures the gas delivered to a customer under pressure
greater than that exerted by a column of water seven inches in height,
the cubic feet of gas registered by the meter or meters of Public
Service shall be subject to correction for billing purposes by the
application of a proper correction factor.
8.3. Separate Billing for Each Installation: The gas service used by a
customer through each service connection shall be billed separately at
the applicable rate schedule selected by the customer. See Sections 5.1
and 6.1 of these Standard Terms and Conditions.
8.4. Metering on Customer's Premises:
8.4.1. General: The service and supply of gas by Public Service for the use
of owners, landlords, tenants, or occupants of residential buildings
or premises will be furnished to them as customers of Public Service
through Public Service individual meters.
The service and supply of gas by Public Service to owners, landlords,
tenants, or occupants of industrial or commercial buildings or
premises may be further distributed to other users within such
structures and such use and resultant charges, including appropriate
administrative costs, apportioned to such users. However, such charges
shall not exceed the amount that Public Service would charge if the
tenant was served and billed directly by Public Service.
8.4.2. Submetering: The practice in which the customer of record buys gas
from Public Service and resells it through some metering device at a
profit is not permitted.
8.4.3. Check Metering: Where a customer monitors or evaluates his own
consumption of gas or any portion thereof in an effort to promote and
stimulate conservation or for accountability by means of individual
meters, computers or otherwise, installed, operated, and maintained at
such customer's expense, such practice will be defined as check
metering.
Gas check meters are devices that measure the volume of gas being
delivered to particular locations in a system after measurement by a
Public Service owned meter. Gas check meters provide the customer-of-
record the means to apportion among the end users the cost of gas
service being supplied through the Public Service owned meter.
If the customer-of-record charges the tenant for the usage incurred by
the tenant, reasonable administrative expenses may be included, such
charges shall not exceed the amount Public Service would have charged
such tenant if the tenant had been served and billed by Public Service
directly.
Check metering will be permitted in new or existing buildings or
premises where the basic characteristic of use is industrial or
commercial. Check metering will not be permitted in new or existing
buildings or premises where the basic characteristic of use is
residential, except where such buildings or premises are publicly
financed or government owned; or are condominiums or cooperative
housing; or are eleemosynary in nature. In the case of dwelling units,
all gas consuming devices must be metered through a single check
meter.
Check metering for the aforementioned purposes and applications shall
not adversely affect the ability of Public Service to render service
to any customer within the affected building or premises or any other
customer. The customer shall contact Public Service prior to the
installation of any check metering device to ascertain that it will
not cause operating problems. The ownership of all check metering
devices is that of the customer, along with all incidents in
connection with said ownership, including accuracy of the equipment,
meter reading and billing, liability arising from the presence of the
equipment and the maintenance and repair of the equipment. Any
additional costs which may result from and are attributable to the
installation of check metering devices shall be borne by the customer.
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 14
Superseding
P.U.C.N.J. No. 10 GAS First Revised Sheet No. 14
STANDARD TERMS AND CONDITIONS
(Continued)
The customer shall be responsible for the accuracy of check metering
equipment. In the event of a dispute involving such accuracy, the Public
Service meter will be presumed correct, subject to test results.
8.5. Testing of Meters: At such times as Public Service may deem proper, or as
the Board of Public Utilities may require, Public Service will test its
meters in accordance with the standards and bases prescribed by the Board
of Public Utilities.
Public Service shall, without charge, make a test of the accuracy of a
meter(s) upon request of the customer, provided such customer does not
make a request for test more frequently than once in 12 months.
A report giving results of such tests shall be made to the customer, and a
complete record of such tests shall be kept on file at the office of
Public Service in conformance with the New Jersey Administrative Code.
8.6. Billing Adjustments: Whenever a meter is found to be registering fast by
2% or more, an adjustment of charges shall be made. When a meter is found
to be registering slow by more than 2%, an adjustment of charges may be
made, except for residential accounts, where no adjustment will be made.
8.7. Meter Reading and Billing Period: All charges are stated on a monthly
basis. The term "month" for billing purposes shall mean the period
between any two consecutive regularly scheduled meter readings. Meter
reading schedules provide for reading meters, in accordance with their
geographic location, as nearly as may be practicable every thirty days.
Schedules are prepared in advance by Public Service and are available for
inspection.
Bi-monthly billing in place on February 6, 1987 will be completely phased
out by September 1987, at which time all residential rates will be billed
on a monthly basis.
8.8. Proration of Monthly Charges: For all billings for service, including
initial bills, final bills, and bills for periods other than twenty-five
to thirty-six days inclusive, except for temporary service accounts and
Rate Schedules ISG, CIG, TSG-F and TSG-NF, the monthly charges will be
prorated on the basis of one-thirtieth for each day of service, each month
being considered as thirty days when determining the number of days on
which prorating is based. For temporary service accounts the minimum
period for billing purposes shall be one month.
8.9. Averaged Bills: Where Public Service is unable to read the meter, Public
Service may estimate the amount of gas supplied and submit an averaged
bill, so marked, for customer's acceptance. Adjustment of such customer's
averaged use to actual use will be made after an actual meter reading is
obtained.
8.10. Budget Plan: Customers billed under Rate Schedules RSG and GSG where gas
service is used for residential purposes in buildings of four or fewer
units, shall have the option of paying for their use of total service in
equal, estimated monthly installments. The total service for a twelve
month period will be averaged over twelve months and may be paid in twelve
equal monthly installments. Adjustments will be made in the twelfth month
if actual charges are more or less than the budget amounts billed.
8.11. Billing of Charges in Tariff: Unless otherwise ordered by the Board of
Public Utilities, the charges and the classification of service set forth
in this Tariff or in amendments hereof shall apply to the first month's
billing of service in the regular course on and after the effective date
set forth in such Tariff covering the use of gas service subsequent to the
scheduled meter reading date for the immediately preceding month.
8.12. Payment of Bills: At least 10 days time for payment shall be allowed after
sending a bill. Bills are payable at any Customer Service Center of Public
Service, or by mail, or to any collector or collection agency duly
authorized by Public Service. Whenever a residential customer advises
Public Service prior to the date of a proposed discontinuance for non-
payment that he wishes to discuss a deferred payment agreement because he
is presently unable to pay a total outstanding bill, Public Service will
make a good-faith effort to allow a residential customer the opportunity
to enter into a
Date of Issue: October 3, 1989 Effective September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 15
Superseding
P.U.C.N.J. No. 10 GAS First Revised Sheet No. 15
STANDARD TERMS AND CONDITIONS
(Continued)
reasonable deferred payment agreement, either prior to or after the
occurrence of discontinuance of service for non-payment. A residential
electric or gas customer is not required to pay, as a down payment, more
than 25% of the total outstanding bill due at the time of the agreement.
Such agreements which extend more than 2 months must be in writing and
shall provide that a customer who is presently unable to pay an
outstanding debt for Public Service services may make reasonable periodic
payments until the debt is liquidated, while continuing payment of
current bills. While a deferred payment agreement for each separate
service need not be entered into more than once a year, Public Service
may offer more than one such agreement in a year. If the customer
defaults on any of the terms of the agreement, Public Service may
discontinue service after providing the customer with a notice of
discontinuance.
In the case of a residential customer who receives more than one utility
service from Public Service and has entered into a separate agreement
for each separate service, default on one such agreement shall constitute
grounds for discontinuance of only that service.
8.13. Late Payment Charge: A late payment charge at the rate of 1.416% per
monthly billing period shall be applied to the accounts of customers
taking service under all rate schedules contained herein except for Rate
Schedules RSG and SLG. Service to a body politic will not be subject to a
later payment charge. The charge will be applied to all amounts billed
including accounts payable and unpaid finance charge amounts applied to
previous bills, which are not received by Public Service within 45 days
following the date specified on the bill. The amount of the finance
charge to be added to the unpaid balance shall be calculated by
multiplying the unpaid balance by the late payment charge rate. When
payment is received by the Company from a customer who has an unpaid
balance which includes charges for late payment, the payment shall be
applied first to such charges and then to the remainder of the unpaid
balance.
8.14. Returned Check Charge: A $10.00 charge shall be applied to the accounts
of customers who have checks to Public Service returned unhonored by the
bank.
9. LEAKAGE
Customer shall immediately give notice to Public Service at its office of
any escape of gas in or about the customer's premises.
10. ACCESS TO CUSTOMER'S PREMISES
Public Service shall have the right of reasonable access to customer's
premises, and to all property furnished by Public Service, at all reasonable
times for the purpose of inspection of customer's premises incident to the
rendering of service, reading meters or inspecting, testing, or repairing
its facilities used in connection with supplying the service, or for the
removal of its property. The customer shall obtain, or cause to be obtained,
all permits needed by Public Service for access to its facilities. Access to
facilities of Public Service shall not be given except to authorized
employees of Public Service or duly authorized governmental officials.
11. DISCONTINUANCE OF SERVICE
11.1. By Public Service: Public Service, upon reasonable notice, when it can be
reasonably given, may suspend or curtail or discontinue service for the
following reasons: (1) for the purpose of making permanent or temporary
repairs, changes or improvements in any part of its system; (2) for
compliance in good faith with any governmental order or directive
notwithstanding such order or directive subsequently may be held to be
invalid; (3) for any of the following acts or omissions on the part of
the customer: (a) non-payment of a valid bill due for service furnished
at a present or previous location. However, non-payment for business
service shall not be a reason for discontinuance of residence service
except in cases of diversion of service pursuant to N.J.A.C. 14:3-7.16;
(b) tampering with any facility of Public Service; (c) fraudulent
representation in relation to the use of service; (d) customer moving
from the premises, unless the customer requests that service be
continued; (e) providing service to others without approval of Public
Service except as permitted under Section 8.4 Metering on Customer's
Premises; (f) failure to make or increase an advance
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 16
Superseding
P.U.C.N.J. No.10 GAS First Revised Sheet No. 16
STANDARD TERMS AND CONDITIONS
(Continued)
payment or deposit as provided for in these Standard Terms and
Conditions;(g) refusal to contract for service where such contract is
required;(h) connecting and operating equipment in such manner as to
produce disturbing effects on the service of Public Service or other
customers; (i) failure of the customer to comply with any of these
Standard Terms and Conditions; (j) where the condition of the customer's
installation presents a hazard to life or property; or (k) failure of
customer to repair any faulty facility of the customer; (4) for refusal of
reasonable access to customer's premises for necessary purposes in
connection with rendering of service, including meter installation,
reading or testing, or the maintenance or removal of the property of
Public Service.
Public Service may not discontinue service for non-payment of bills unless
it gives the customer at least 7 days written notice of its intentions to
discontinue. The notice of discontinuance shall not be served until the
expiration of the 10-day period. However, in case of fraud, illegal use,
or when it is clearly indicated that the customer is preparing to leave,
immediate payment of accounts may be required.
Public Service may not discontinue service because of non-payment of bills
in cases where a charge is in dispute, provided that the undisputed
charges are paid and a request is made to the Board for investigation of
the disputed charge. In such cases, Public Service shall notify the
customer that unless steps are taken to invoke formal or informal Board
action within 5 days, service will be discontinued non-payment.
Public Service may not discontinue residential service on Saturday,
Sunday, or a holiday on which Public Service Customer Service Centers are
closed or after 1:00 P.M. of the business day prior to a week-end or such
holiday for non-payment.
Discontinuance of residential service for non-payment is prohibited if a
medical emergency exists within the premises which would be aggravated by
discontinuance of service and the customer gives reasonable proof of
inability to pay. Discontinuance shall be prohibited for a period of up to
2 months when a customer submits a physician's statement in writing to
Public Service as to the existence of the emergency, its nature and
probable duration, and that termination of service will aggravate the
medical emergency. Recertification by the physician as to continuance of
the medical emergency shall be submitted to Public Service after 30 days.
However, at the end of such period of emergency, the customer shall still
remain liable for payment of service(s) rendered, subject to the
provisions of N.J.A.C. 14:3-7.13.
1. The Board may extend the 60-day period for good cause.
2. Public Service may in its discretion, delay discontinuance of
residential service for non-payment prior to submission of the
physician's statement required by this subsection when a medical
emergency is known to exist.
Public Service shall make every reasonable effort to determine when a
landlord-tenant relationship exists at residential premises being served.
If such a relationship is known to exist, service will not be shut off
unless Public Service has posted a notice of discontinuance in common
areas of multiple-family premises and has given individual notice to
occupants of single-family and two-family premises and has offered the
tenants continued service to be billed to the tenants, unless Public
Service demonstrates that such billing is not feasible. The continuation
of service to a tenant shall not be conditioned upon payment by the tenant
of any outstanding bills due upon the account or any other person. Public
Service shall not be held to the requirements of this Tariff section if
the existence of a landlord-tenant relationship could not be reasonably
ascertained.
11.2. At Customer's Request: A customer wishing to discontinue service must give
notice as provided in the applicable rate schedule. Where such notice is
not received by Public Service, customer shall be liable for service until
final reading of the meter is taken. Notice to discontinue service will
not relieve a customer from any minimum or guaranteed payment under any
contract or rate schedule.
12. RECONNECTION CHARGE
A reconnection charge of $15.00 will be made for restoration of service when
service has been suspended or discontinued for nonpayment of any bill due.
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 17
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 17
STANDARD TERMS AND CONDITIONS
(Continued)
13. SERVICE LIMITATIONS
13.1. Continuity of Service: Public Service will use reasonable diligence to
provide a regular and uninterrupted supply of service; but, should the
supply be suspended, curtailed, or discontinued by Public Service for any
of the reasons set forth in Section 11 of these Standard Terms and
Conditions, or should the supply of service by interrupted, curtailed,
deficient, defective, or fail, by reason of any act of God, accident,
strike, legal process, governmental interference, or by reason of
compliance in good faith with any governmental order of directive,
notwithstanding such order or directive subsequently may be held to be
invalid, Public Service shall not be liable for any loss or damage, direct
or consequential, resulting from any such suspension, discontinuance,
interruption, curtailment, deficiency, defect, or failure.
13.2. Emergencies: Public Service may curtail or interrupt service to any
customer or customers in the event of an emergency threatening the
integrity of its system or the systems to which it is directly or
indirectly connected if, in its sole judgment, such action will prevent or
alleviate the emergency condition.
13.3. Unusual Conditions: Public Service may place limitations on the amount and
character of gas service it will supply or transport and may refuse such
service to new customers, to existing customers for additional load, or to
customers whose service agreements have expired if Public Service is or
will be unable to obtain or does not have assured the necessary production
raw materials, equipment and facilities to supply such gas or
transportation service. In the case of transportation service, if Public
Service, at its sole discretion, determines that such service would not be
consistent with the best interest of its customers served under all rate
schedules contained herein such service may be denied to applicants for
such service.
14. TERMINATION, CHANGE, OR MODIFICATION OF PROVISIONS OF TARIFF
This Tariff is subject to the lawful orders of the Board of Public
Utilities of the State of New Jersey.
Public Service may at any time and in any manner permitted by law, and the
applicable rules and regulations of the Board of Public Utilities of the
State of New Jersey, terminate, or change or modify by revision, amendment,
supplement, or otherwise, this Tariff or any part hereof, or any revision
or amendment hereof or supplement hereto.
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 18
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 18
RESERVED FOR FUTURE USE
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Fourth Revised Sheet No. 19
Superseding
P.U.C.N.J. No. 10 GAS Third Revised Sheet No. 19
RAW MATERIALS ADJUSTMENT
Average cost per million Btu of gas sent out during the
ten months ended September 30, 1990....................... 303.074(cents)
Base cost per million Btu...................................... 330.000(cents)
Increase above or (decrease) below base cost................... (26.926)(cents)
Number of 0.1 (cents) increases above or (below) base cost..... (269.26)
RATE SCHEDULES
RSG, GSG, AND LVG
Adjustment factor per therm for each 0.1 (cents)
increase above or decrease below base cost................ 0.01207(cents)
Amount per therm of Raw Materials Adjustment charge............ (3.2500)(cents)
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Forty-Fifth Revised Sheet No. 19A
Superseding
P.U.C.N.J. No. 10 GAS Forty-Fourth Revised Sheet No. 19A
COMMODITY CHARGE
APPLICABLE TO INTERRUPTIBLE SCHEDULE ISG
COMMODITY CHARGE:
Per therm of gas used for customers with alternate
fuel oil capability of:
No. 2 oil............................................... 38.6400(cents)
=========
No. 4 oil............................................... 32.6200(cents)
=========
No. 6 oil............................................... 28.0100(cents)
=========
Higher than 1.5% Sulfur No. 6 oil....................... 26.4581(cents)
=========
(Based upon the Marketability Price of Alternate Fuel;
price not to fall below the floor price.)
ISG FLOOR PRICE:
Estimated Average Commodity cost per therm of gas
received in the month of July 1990...................... 21.3200(cents)
ADJUSTED FOR:
.Losses at 1.5 percent............................... 21.6447(cents)
.A contribution of 1 cent............................ 22.6447(cents)
.GRI Surcharge at .126 cents......................... 22.7707(cents)
.Gross Receipts taxes at 13.7700 percent and BPU
assessment at .1667 percent......................... 26.4581(cents)
=========
MARKETABILITY PRICE OF ALTERNATE FUEL:
No. 2 oil............................................... 38.6400(cents)
=========
No. 4 oil............................................... 32.6200(cents)
=========
0.3% Sulfur No. 6 oil................................... 28.0100(cents)
=========
Higher than 1.5% Sulfur No. 6 oil....................... 23.1500(cents)
=========
TSG FLOOR PRICE:
For those TSG customers provided sales service, the
Commodity Charge, by alternate fuel type, will be the
higher of the applicable ISG price or the TSG Floor
Price.
Estimated Incremental Commodity cost per therm of gas
received in the month of July 1990...................... 20.2570(cents)
ADJUSTED FOR:
.Losses at 1.5 percent............................... 20.5655(cents)
.A contribution of 3 to 7 cents...................... 24.5655(cents)
.GRI Surcharge at .126 cents......................... 24.6915(cents)
.Gross Receipts taxes at 13.7700 percent and BPU
assessment at .1667 percent......................... 28.6899(cents)
=========
Date of Issue: June 25, 1990 Effective: July 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 6, 1989
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Forty-Fifth Revised Sheet No. 19C
Superseding
P.U.C.N.J. No. 10 GAS Forty-Fourth Revised Sheet No. 19C
COMMODITY CHARGE
APPLICABLE TO COGENERATION INTERRUPTIBLE SCHEDULE CIG
Special
Provision
All Other (r)
-------------- --------------
COMMODITY CHARGE:
Per therm of gas used...................... 24.7707(cents) 22.7707(cents)
Estimated Average Commodity cost per therm
of gas received in the month of July 1990.. 21.3200(cents) 21.3200(cents)
ADJUSTED FOR:
. Losses at 1.5 percent................. 21.6447(cents) --
. A contribution of 3 cents............. 24.6447(cents) --
. GRI Surcharge at .126 cents........... 24.7707(cents) --
ADJUSTED FOR:
. Losses at 1.5 percent................. -- 21.6447(cents)
. A contribution of 1 cent.............. -- 22.6447(cents)
. GRI Surcharge at .126 cents........... -- 22.7707(cents)
Date of Issue: June 25, 1990 Effective: July 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 6, 1989
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Fortieth Revised Sheet No. 19C
Superseding
P.U.C.N.J. No. 10 GAS Thirty-Ninth Revised Sheet No. 19C
COMMODITY CHARGE
APPLICABLE TO COGENERATION INTERRUPTIBLE SCHEDULE CIG
Special
Provision
All Other (r)
--------- ---------
COMMODITY CHARGE:
Per therm of gas used................. 31.3697 (cents) 29.3697 (cents)
Estimated Average Commodity cost per
therm of gas received in the month
of February 1990..................... 27.8200 (cents) 27.8200 (cents)
ADJUSTED FOR:
.Losses at 1.5 percent.............. 28.2437 (cents) --
.A contribution of 3 cents.......... 31.2437 (cents) --
.GRI Surcharge at .126 cents........ 31.3697 (cents) --
ADJUSTED FOR:
.Losses at 1.5 percent.............. -- 28.2437 (cents)
.A contribution of 1 cent........... -- 29.2437 (cents)
.GRI Surcharge at .126 cents........ -- 29.3697 (cents)
Date of Issue: January 31, 1990 Effective: January 31, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 6, 1989
in Docket No. GR89060622, as amended in Docket No. GT90010047
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 21
RATE SCHEDULE RSG
RESIDENTIAL SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) This rate schedule is available when all continuous service is measured by
one meter:
(a-1) In individual residences and appurtenant outbuildings;
(a-2) In residential premises where customer's use of gas service
for purposes other than residential is incidental to his residential
use;
(a-3) For rooming or boarding houses where the number of rented
rooms does not exceed twice the number of bedrooms occupied by the
customer;
(a-4) In individual flats or apartments in multiple-family
buildings;
(a-5) In multiple-family buildings of two or more individual flats
or apartments where gas service is furnished to the tenants or
occupants of the flats or apartments by the owner without a
specific charge for such service; and, where Special Provision (b) is
applicable, the basic factors stated therein shall be multiplied by
the number of individual flats or apartments, whether occupied or
not.
(b) Off-Peak Use: Where gas service is used for central air-conditioning
equipment having a rated capacity of not less than two tons of
refrigeration the Commodity Charge for the therms used for all purposes in
excess of 50 therms in any month during the Off-Peak period shall be
40.568(cents) per therm.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but
Public Service may change such period depending upon load conditions on
its system.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 22
Superseding
P.U.C.N.J. No. 10 GAS First Revised Sheet No. 22
RATE SCHEDULE GSG
GENERAL SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes.
CHARACTER OF SERVICE:
Continuous.
RATE:
Service Charge:
$6.00 in each month.
Commodity Charge:
61.643(cents) per therm.
Raw Materials Adjustment:
A charge or credit will be made when the estimated October through
September twelve-month net average cost to Public Service of production
raw materials used is 0.1(cents) per million Btu of gas sent out above or
below 330.0(cents) per million Btu of gas sent out. Immediately prior to
October of each year, the estimated average cost will be determined for
the succeeding twelve-month period. This estimated average cost will be
adjusted for any under- or over-recovery which may have occurred during
the operation of the Company's previously approved clause. The net charge
or net credit will be the adjusted differential cost above or below
330.0(cents) per million Btu of gas sent out multiplied by 0.01207(cents)
per therm per 0.1(cents) variation to reflect applicable losses, and taxes
related to revenue from the sales of gas. Any net charge or net credit
will apply to all therms billed each month of the succeeding twelve-month
period. In the event that a major change in the average cost occurs during
the twelve-month period, a revised estimated average cost will be
calculated and applied for the remainder of the period in accordance with
the above.
Other Charges:
See Special Provisions (a) Off-Peak Use and (c) Cogeneration Use.
MINIMUM CHARGE:
The monthly minimum charge shall be $6.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of
the Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
TERM:
One year and thereafter until terminated by five days' notice.
Date of Issue: June 23, 1988 Effective: June 17, 1988
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated June 17, 1988
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
Original Sheet No. 22A
P.U.C.N.J. No. 10 GAS
RATE SCHEDULE GSG
GENERAL SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) Off-Peak Use: Where gas service in commercial and industrial
establishments is used for cooling or for dehumidification and supplied
through a separate meter, the Commodity Charge for the therms used in
the Off-Peak period shall be 40.568c per therm.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but
Public Service may change such period depending upon load conditions on
its system.
(b) Resale: Service under this rate schedule is not available for resale.
(c) Cogeneration Use: Applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy from
the same fuel source by a Qualifying Facility, as defined in Section 201
of the Public Utilities Regulatory Policies Act of 1978 whose cogeneration
equipment meets the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b). Customer must
document that qualifying status has been granted by the Federal Energy
Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is exempt
from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Current Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 23
Superseding
P.U.C.N.J. No. 10 Gas First Revised Sheet No. 23
RATE SCHEDULE LVG
LARGE VOLUME SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes.
CHARACTER OF SERVICE:
Continuous.
RATE:
Service Charge:
$50.00 in each month.
Commodity Charge for the first 1,000 therms:
57.243(cents) per therm for
the first................................ 1,000 therms used in each month
Commodity Charge in excess of 1,000 therms in the months of May through
October:
50.568(cents) per therm for the next...... 4,000 therms used in each month
45.568(cents) per therm in excess of...... 5,000 therms used in each month
Commodity Charge in excess of 1,000 therms in the months of November
through April:
54.276(cents) per therm in excess of...... 1,000 therms used in each month
Raw Materials Adjustment:
A charge or credit will be made when the estimated October through
September twelve-month net average cost to Public Service of production raw
materials used is 0.1(cents) per million Btu of gas sent out above or
below 330.0(cents) per million Btu of gas sent out. Immediately prior to
October of each year, the estimated average cost will be determined for the
succeeding twelve-month period. This estimated average cost will be
adjusted for any under- or over-recovery which may have occurred during the
operation of the Company's previously approved clause. The net charge or
net credit will be the adjusted differential cost above or below 330.0
(cents) per million Btu of gas sent out multiplied by 0.01207(cents) per
therm per 0.1(cents) variation to reflect applicable losses, and taxes
related to revenue from the sales of gas. Any net charge or net credit will
apply to all therms billed each month of the succeeding twelve-month
period. In the event that a major change in the average cost occurs during
the twelve-month period, a revised estimated average cost will be
calculated and applied for the remainder of the period in accordance with
the above.
Other Charges:
See Special Provisions (a) Off-Peak Use and (c) Cogeneration Use.
MINIMUM CHARGE:
The monthly minimum charge shall be $50.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
Date of Issue: June 23, 1988 Effective: June 17, 1988
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated June 17, 1988
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 23A
RATE SCHEDULE LVG
LARGE VOLUME SERVICE
(Continued)
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
TERM:
One year and thereafter until terminated by five days' notice.
SPECIAL PROVISIONS:
(a) Off-Peak Use: Where separately metered gas service (1) is used for building
cooling or dehumidification or (2) is to boilers, used in whole or in part
to supply the requirements of absorption air-conditioning equipment of 100
tons or more nominal capacity, the rate during the off-peak period shall be
40,568(cents) per therm. However, such off-peak rate shall not be
applicable until the first 500 therms have been billed at the first block
of the Commodity Charge.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but Public
Service may change such period depending upon load conditions on its
system.
(b) Resale: Service under this rate schedule is not available for resale.
(c) Cogeneration Use: Applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy from
the same fuel source by a Qualifying Facility, as defined in Section 201 of
the Public Utilities Regulatory Policies Act of 1978 whose cogeneration
equipment meets the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b). Customer must
document that qualifying status has been granted by the Federal Energy
Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is exempt
from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Second Revised Sheet No. 24
Superseding
P.U.C.N.J. No. 10 GAS First Revised Sheet No. 24
RATE SCHEDULE SLG
STREET LIGHTING SERVICE
This rate schedule is in the process of elimination and is limited to street
lighting installations served hereunder in the month of April 1980, and only for
the specific premises and class of service served hereunder on such date.
APPLICABLE TO USE OF SERVICE FOR:
Street lighting to a body politic.
CHARACTER OF SERVICE:
Limited period from dusk to dawn.
RATE:
Monthly Charge Per Unit:
Single-mantle lamps.........$11.38
Double-mantle lamps......... 12.83
Triple-mantle lamps......... 18.31 on posts installed prior to
October 30, 1963
Triple-mantle lamps......... 21.20 on posts installed on and after
October 30, 1963
Allowance for Lamp Outages:
The Monthly Charge Per Unit reflects an outage allowance based on normal
and abnormal operating conditions. No further allowance will be made.
MINIMUM CHARGE:
None.
TERMS OF PAYMENT:
Bills are due on presentation.
TERM:
Five years; written contract required.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive, of this Tariff.
Date of Issue: June 23, 1988 Effective: June 17, 1988
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated June 17, 1988
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 25
Original Sheet No. 26
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 27
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for interruptible gas is not
less than 150 therms per hour.
CHARACTER OF SERVICE:
Interruptible.
RATE:
Service Charge:
$100.00 in each month.
Commodity Charge:
The monthly rate per therm of gas used will be set equal to the estimated
price of the customer's alternate fuel capability. The prices for No. 2,
No. 4, 0.3 percent No. 6 oil and higher than 1.5 percent sulphur No. 6 oil
alternate fuel capability catagories will be based on the current
marketability of this gas with respect to alternate fuel sources available
to Rate Schedule ISG customers. These prices shall be considered to include
the effect of losses and taxes related to revenues from the sales of this
gas. These prices will be utilized if they are above the floor price
defined as follows: the floor price is the average commodity cost of gas
received by Public Service adjusted to include: (a) the effect of losses
estimated to be 1.5 percent, (b) a fixed minimum contribution of 1(cent),
(c) GRI surcharge, (d) taxes related to revenue from the sales of gas, and
(e) BPU assessment.
The applicable rate per therm for each alternate fuel oil shall be the
applicable oil price, except that such rate shall not fall below the floor
price.
All recoveries resulting from the sales of gas under this rate schedule
which exceed the cost of supplying such gas will be used to reduce the
monthly cost of gas supplied to firm customers.
Other Charges:
See Special Provisions (b), (g) and (o).
MINIMUM CHARGE:
The monthly minimum charge shall be $100.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 28
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
(Continued)
TERM:
One year from the commencement date specified in the Application for
Interruptible Gas Service required by Special Provision (a). The term may be
extended by agreement between customer and Public Service.
SPECIAL PROVISIONS:
Interruptible service will be furnished, when and where available, under the
following conditions:
(a) Customer will be required to sign an Application for Interruptible Gas
Service and service will be restricted to the maximum annual and hourly
requirements, and the location and equipment specified. Attached to the
Application for Interruptible Gas Service will be a signed affidavit
certifying the specific grade of fuel oil (or oils) that can physically
and legally be utilized by the installation being served. The affidavit
shall include the percentage of operation which can physically and
legally be served by each alternate fuel. The customer will submit,
within 30 days of change in operations, a new affidavit to Public
Service when such a change effects its alternate fuel capability. Public
Service reserves the right to inspect the customer's operation as to
alternate fuel capability. Upon request by customer, Public Service may
deliver available volumes of gas in excess of the maximum hourly
requirement for limited periods. Such deliveries shall not be deemed to
constitute a change in the requirements specified in the application.
(b) No Service Charge shall apply to customers receiving service under this
Special Provision who were OPG customers before October 31, 1986. The
monthly Minimum Charge hereinbefore stated shall apply to former OPG
customers in each of the months of May through November.
Service to former OPG customers during the months of January, February
and March will be available for pilots at a Commodity Charge of
60.0(cents) per therm. If service is used during such months for any
other purpose, the Commodity Charge for such service shall be ten times
the applicable Commodity Charge for Rate Schedule ISG. However, Public
Services has no obligation to supply gas to former OPG customers during
the months of January, February and March except for pilots, and may
discontinue deliveries of gas to customer for other purposes. Special
Provisions (d), (e), and (g) are not applicable to former OPG customers.
(c) Customer may be required to make a payment toward the investment in
facilities which Public Service installs to provide service under this
rate schedule when such investment exceeds an amount equal to 10% of the
estimated first year's revenue from such service. The payment required
will be a contribution equal to the excess amount, payable on the date
Public Service accepts the Application for Interruptible Gas Service.
The making of a payment shall not give the customer any interest in the
facilities, the ownership being vested exclusively in Public Service.
(d) Customer has installed and maintains complete and adequate standby
equipment and fuel supply for operation with another fuel when the gas
supply is interrupted.
(e) Upon advance notice of eight hours or more, from any hour of any day
given to customer by Public Service by telephone, telegram or otherwise,
customer shall discontinue the use of gas until further notice; customer
shall designate personnel who will accept such notification at any hour
of any day.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 28A
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
(Continued)
(f) The order of interruption shall be as follows: No. 6 oil customers and
then No. 4 oil and No. 2 oil customers.
(g) If customer does not discontinue the use of gas after notification
pursuant to Special Provision (e), the Commodity Charge shall be 60.0
(cents) per therm for an amount equal to one hour's maximum
requirement. Use of this amount shall be limited to a use rate per
hour not greater than 5% of customer's maximum hourly requirement.
The charge for all additional gas used shall be ten times the
applicable Rate Schedule ISG Commodity Charge.
Except for pilots, however, Public Service has no obligation to
supply gas at any time following notice pursuant to Special Provision
(e) and may discontinue completely all other deliveries of gas to
customer during the period of interruption.
If a customer utilizes more than one type of alternate fuel, the rate
per therm to such customer shall be determined by taking a weighted
average of the prices determined above. Such weighting will be based
upon the alternate fuel percentage stated in the customer's affidavit.
Propane shall be considered to be equivalent to No. 2 oil for purposes
of setting the appropriate rates under this Tariff.
(h) Metering shall include a recording device, furnished by Public
Service. Customer shall furnish an electrical supply for the operation
of the recording device and may be required to supply a dedicated
telephone line.
(i) Upon request by Public Service on any day, customer shall furnish an
estimate of the amount of gas to be taken under this rate schedule
during the next 24-hour period.
(j) Service supplied under this rate schedule shall be separately metered
and shall not be combined with use under any other rate schedule for
billing purposes.
(k) Service will not be supplied under this rate schedule and any other
gas rate schedule for the same process or operation at the same
location.
(l) Public Service shall not be liable in any way for any failure in whole
or in part, temporary or permanent, to deliver gas under this rate
schedule.
(m) When customer is temporarily prevented from receiving service during
any month by reason of any act of God, accident, strike, or work
stoppage, legal process, governmental interference, or compliance with
any governmental order, Public Service at its discretion may, upon
customer's written request, prorate the Minimum Charge to the number
of full days customer was able to receive service.
(n) Service under this rate schedule is not available for resale.
(o) Cogeneration use is applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy
from the same fuel source by a Qualifying Facility, as defined in
Section 201 of the Public Utilities Regulatory Policies Act of 1978
whose cogeneration equipment meets the efficiency standards set forth
in Chapter 18 of the Code of Federal Regulations. Sections 292.205 (a)
and (b). Customer must document that qualifying status has been
granted by the Federal Energy Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is
exempt from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff, except Section 3, Extension of
Distrubution Mains, Section 5.2. Service Connection Charges, Section 7.6.
Appliance Adjustments and Section 8.8. Proration of Monthly Charges.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 29
Original Sheet No. 30
Original Sheet No. 31
Original Sheet No. 32
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 33
RATE SCHEDULE ISG-PP
INTERRUPTIBLE PARITY PRICING SERVICE
APPLICABLE TO USE OF SERVICE FOR:
Rate Schedule ISG service considered non-exempt from the incremental pricing
provisions of the Natural Gas Policy Act of 1978.
CHARACTER OF SERVICE:
Interruptible.
RATE:
Commodity Charge:
The rate per therm of gas used will be set equal to the monthly published
incremental ceiling price, which, under Federal Incremental Pricing Regulations
would be applicable to the non-exempt usage of each affected interruptible
customer. The rate determined above will be compared with the floor price
defined as equaling the applicable rate per therm of Rate Schedule ISG.
In the event that any of the rates determined in accordance with this Tariff
are below this floor price, the floor price shall be used. All net recoveries
above the floor price as determined above which result from the sales of gas
under this rate schedule will be used to reduce the monthly cost of gas supplied
to exempt and non-affected uses subject to the Levelized Raw Materials
Adjustment Clause.
Notification of changes in the price of this gas shall be filed with the
Board of Public Utilities no later than 2 working days subsequent to the
publication of Federally determined incremental ceiling prices. All other terms,
conditions and provisions of Rate Schedule ISG apply.
TERMINATION:
Parity pricing under this rate schedule shall terminate upon the effective
date of the implementation by the Federal Energy Regulatory Commission of
regulations determining alternate fuel price ceiling on a basis other than High
Sulfur No. 6 Fuel Oil or upon the effective date of implementation by the
Federal Energy Regulatory Commission of regulations modifying the application of
incremental pricing under the authority of Section 202 of the Natural Gas Policy
Act of 1978, or immediately upon termination of incremental pricing under the
provisions of the Natural Gas Policy Act of 1978, whichever occurs first. In
the event of termination, gas service provided under this rate schedule will be
subject to and priced in accordance with Rate Schedule ISG.
Date of Issue: November 14,1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31,1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 34
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 35
RATE SCHEDULE FSG-PP
FIRM PARITY PRICING SERVICE
APPLICABLE TO USE OF SERVICE FOR:
Firm rate schedules service considered non-exempt from the incremental
pricing provisions of the Natural Gas Policy Act of 1978.
CHARACTER OF SERVICE:
Continuous.
RATE:
The following Commodity Charge will be imposed in lieu of the Commodity
Charges stated in each firm rate schedule:
Commodity Charge:
The rate per therm of gas will be set equal to the monthly published
incremental ceiling price, which, under Federal Incremental Pricing
Regulations would be applicable to the non-exempt usage of each affected
firm customer. The rate determined above will be compared with a floor
price defined as equaling the applicable rate per therm of the applicable
firm rate schedule.
In the event that any of the rates determined in accordance with this
Tariff are below this floor price, the floor price shall be used. All net
recoveries above the floor price as determined above which result from the
sales of gas under this rate schedule will be used to reduce the monthly
cost of gas supplied to exempt and non-affected uses subject to the
Levelized Raw Materials Adjustment Clause.
Notification of changes in the price of this gas shall be filed with the
Board of Public Utilities no later than 2 working days subsequent to the
publication of Federally determined incremental ceiling prices. All other
terms, conditions and provisions of the applicable firm rate schedules
shall apply.
TERMINATION:
Parity pricing under this rate schedule shall terminate upon the effective
date of the implementation by the Federal Energy Regulatory Commission of
regulations determining the alternate fuel price ceiling on a basis other
than High Sulfur No. 6 Fuel Oil or upon the effective date of
implementation by the Federal Energy Regulatory Commission of regulations
modifying the application of incremental pricing under the authority of
Section 202 of the Natural Gas Policy Act of 1978, or immediately upon
termination of incremental pricing under the provisions of the Natural Gas
Policy Act of 1978, whichever occurs first. In the event of termination,
gas service provided under this rate schedule will be subject to and priced
in accordance with the applicable firm rate schedule.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Third Revised Sheet No. 36
Superseding
P.U.C.N.J. No. 10 GAS Second Revised Sheet No. 36
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
APPLICABLE TO USE OF SERVICE FOR:
The sequential production of electrical energy and useful thermal energy
from the same fuel source by a Qualifying Facility, as defined in Section
201 of the Public Utility Regulatory Policies Act of 1978, whose
cogeneration equipment was installed on or after January 1, 1983, and
regularly meeting the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b).
CHARACTER OF SERVICE:
Interruptible.
RATE:
Service Charge:
$86.00 in each month.
Commodity Charge:
The monthly rate per therm of gas used will be set to the average
commodity cost of gas received by Public Service adjusted to include: (a)
the effect of losses estimated to be 1.5 percent, (b) a fixed contribution
of 3 cents per therm, and (c) GRI surcharge.
All recoveries resulting from the sales of gas under this rate schedule
which exceed the cost of supplying such gas will be used to reduce the
monthly cost of gas supplied to firm customers.
Other Charges:
See Special Provisions (e) and (r).
MINIMUM CHARGE:
The monthly minimum charge shall be $86.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms
per hundred cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of
the Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR.,Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 37
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
TERM:
One year and thereafter until terminated by five days' notice.
SPECIAL PROVISIONS:
Interruptible service will be furnished, when and where available, under the
following conditions:
(a) Public Service has available capacity to provide such service.
(b) Customer must certify that qualifying status has been granted by the
Federal Energy Regulatory Commission and will be required to sign an
Application for Cogeneration Interruptible Gas Service. Service will be
restricted to the maximum annual and hourly requirements, and the
location and equipment specified in the Application. Upon request by
customer, Public Service may deliver available volumes of gas in excess
of the maximum hourly requirement for limited periods. Such deliveries
shall not be deemed to constitute a change in the requirements
specified in the Application.
(c) Customer may be required to make a payment toward the investment in
facilities which Public Service installs to provide service under this
rate schedule when such investment exceeds an amount equal to 10% of
the estimated first year's revenue from such service. The payment
required will be a contribution equal to the excess amount, payable on
the date Public Service accepts the Application for Cogeneration
Interruptible Gas Service. The making of a payment shall not give the
customer any interest in the facilities, the ownership being vested
exclusively in Public Service.
(d) Upon advance notice of eight hours or more, from any hour of any day
given to customer by Public Service by telephone, telegram or
otherwise, customer shall discontinue the use of gas until further
notice; customer shall designate personnel who will accept such
notification at any hour of any day.
(e) If customer does not discontinue the use of gas after notification
pursuant to Special Provision (d),the Commodity Charge shall be
60.0(cents) per therm for an amount equal to one hour's maximum
requirement. Use of this amount shall be limited to a use rate per hour
not greater that 5% of customer's maximum hourly requirement.
The charge for all additional gas used shall be ten times the
applicable Commodity Charge for Cogeneration Interruptible Schedule
CIG.
Except for pilots, however, Public Service has no obligation to supply
gas at any time following notice pursuant to Special Provision (d) and
may discontinue completely all other deliveries of gas to customer
during the period of interruption.
Date of Issue: November 14,1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31,1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 38
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
(f) Metering shall include a recording device furnished by Public Service.
Customer shall furnish an electrical supply for the operation of the
recording device and may be required to supply a dedicated telephone
line.
(g) Upon request by Public Service on any day, customer shall furnish an
estimate of the amount of gas to be taken under this rate schedule during
the next 24-hour period.
(h) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes.
(i) Service will not be supplied under this rate schedule and any other gas
rate schedule for the same process or operation at the same location
except as specified under Special Provision (n).
(j) Public Service shall not be liable in any way for any failure in whole or
in part, temporary or permanent, to deliver gas under this rate schedule.
(k) When customer is temporarily prevented from receiving service during any
month by reason of any act of God, accident, strike, or work stoppage,
legal process, governmental interference, or compliance with any
governmental order. Public Service at its discretion may, upon customer's
written request, prorate the Minimum Charge to the number of full days
customer was able to receive service.
(l) Public Service agrees that service under this rate schedule will not be
interrupted unless service to the Rate Schedule ISG No. 6 alternate fuel
oil customers have already been interrupted.
(m) Gas supplied under this rate schedule is limited to a quantity equal to
the lesser of either 150 therms for each net kilowatthour of cogenerated
electric generation fueled by gas or the quantity of gas actually
consumed by the cogeneration facility when operated in a cogeneration
mode as determined by Public Service. Net cogenerated electric generation
is defined as generation output less energy used to run the congereration
facility's auxiliary equipment. Auxiliary equipment includes, but is not
limited to, forced and induced draft fans, boiler feed pumps and
lubricating oil systems.
(n) Gas supplied in excess of the quantity described in Special Provision (m)
will be billed under an applicable rate schedule as determined by Public
Service except as specified under Special Provision (e).
(o) Net cogenerated electric generation fueled by natural gas will be
determined each month as follows:
(o-1) For facilities which burn two or more fuels simultaneously for
cogeneration, net cogenerated electric generation will be allocated
between such fuels on the Btu input of each fuel.
(o-2) For facilities which change fuel usage between gas and an
alternate fuel for cogeneration, net cogenerated electrical
generation fueled by gas will be based on meter readings taken by the
customer at the time the fuel change occurs or the portion of the
allocated amount determined in Special Provision (m) prorated by the
number of hours of days that the customer used gas.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS Original Sheet No. 39
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
(p) Public Service, at its sole discretion, may utilize readings from
customer or Company-owned meters to determine the quantity of gas
to which this rate schedule is applicable in lieu of the allocation
specified in Special Provision (o-1). The customer shall make
available, and Public Service shall have the right to read, inspect
and/or test such customer-owned meters during normal working hours.
Additional gas, electric and/or useful thermal output meters
required to determine the amount of gas to which this rate schedule
is applicable will be installed, owned and operated by Public
Service. However, Public Service may, at its sole option, use
calculated or estimated data to determine such gas usage.
(q) Customer is required to file a monthly report to Public Service
containing the total amount of kilowatthours produced by the
cogeneration facility.
(r) Experimental Cogeneration Service: Gas service under this Special
Provision is limited to customers having commitments for service
from Public Service under this experimental program as of September
24, 1985. When Experimental Cogeneration Service is supplied, the
following provisions shall apply:
(r-1) In lieu of the Commodity Charge calculation hereinbefore set
forth, the fixed contribution in any month shall be 1 cent
per therm.
(r-2) In lieu of the term hereinbefore set forth, the term shall be
two years, except Qualifying Facilities which have made
substantial investments in cogeneration facilities, including
but not limited to the purchase of a diesel engine or gas
turbine with associated waste heat boiler equipment or a
steam turbine, installed specifically to receive service
under this Special Provision, shall have the option to renew
service at the same service location for such facilities
through August 22, 1994.
(s) Service under this rate schedule is not available for resale.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions of
Sheets Nos. 6 to 18, inclusive of this Tariff, except Section 3, Extension of
Distribution Mains, Section 5.2, Service Connection Charges, Section 7.6,
Appliance Adjustments and Section 8.8, Proration of Monthly Charges.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Third Revised Sheet No. 40
Superseding
P.U.C.N.J. No. 10 GAS Second Revised Sheet No. 40
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for firm gas is not less
than 150 therms per hour, where the customer has the installed capability
to utilize an alternate type of fuel and where the customer has a current
fully executed contract(s) to purchase natural gas supplies and transport
these supplies to interconnection points with Public Service's distribution
system from which Public Service may receive and physically transport and
deliver the customer's purchased gas supply.
CHARACTER OF SERVICE:
Continuous transportation subject to Public Service's available capacity to
provide such service.
RATE:
Service Charge:
$250.00 in each month.
Transportation Charge for the first 1,000 therms:
17.412(cents) per therm for the first..........1,000 therms transported in
each month
Transportation Charge in excess of 1,000 therms in the months of May
through October:
10.737(cents) per therm for the next...........4,000 therms transported in
each month
7.000(cents) per therm in excess of...........5,000 therms transported in
each month
Transportation Charge in excess of 1,000 therms in the months of November
through April:
14.445(cents) per therm in excess of...........1,000 therms transported in
each month
These charges do not apply to gas sold to customer by PSE&G pursuant to
Special Provisions (b) and (p).
Other Charges:
See Special Provisions (b), (f), (i) and (p).
MINIMUM CHARGE:
The monthly minimum charge shall be $250.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: January 16, 1989 Effective: January 12, 1989
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated January 12, 1989
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS
Second Revised Sheet No. 41
Superseding
First Revised Sheet No. 41
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
(Continued)
TERM:
A minimum of one year from the commencement date specified in the
Application for Firm Transportation Gas Service required by Special
Provision (a). The term may be extended by agreement between customer and
Public Service.
SPECIAL PROVISIONS:
(a) Customer will be required to sign a service agreement and service will be
restricted to the maximum hourly, daily and monthly requirements specified.
Upon request by the customer, Public Service may, in its sole discretion,
accept and deliver natural gas volumes in excess of the maximum levels
specified in the service agreement.
(b) Customer shall be responsible for scheduling the deliveries of its gas to
Public Service and for maintaining a balance between its deliveries to
Public Service and its usage.
Customer and Public Service will schedule deliveries on a daily basis during
any month on a mutually acceptable basis giving customer reasonable
flexibility consistent with Public Service's operating limitations. Public
Service shall maintain a cumulative account balance for customer which shall
be debited with quantities of gas received by Public Service and credited
with quantities of gas used by customer.
If customer ends a season (end of months of April and October) with a
positive account balance in excess of 30% of customer's usage in such
season, customer shall pay Public Service 7 cents per therm for such
positive balance in excess of 30%. Additionally, Public Service may
interrupt the receipt of customer's gas until customer's balance in excess
of 30% is eliminated.
If customer ends a season with a negative account balance in excess of 15%
of the quantity used by customer in such season, the quantity in excess of
15% will be purchased by the customer at the LVG Rate Schedule winter tail
block rate (or successor rate schedule) plus the Raw Materials Adjustment
Charge.
Upon expiration of the service agreement, Public Service shall review the
status of customer's account. In the event customer's account has a negative
balance, the customer will be charged the LVG winter tail block rate (or
successor rate) plus the Raw Materials Adjustment Charge for each therm of
imbalance. If customer's account has a positive balance, customer will have
thirty days within which to balance its account. If after the thirty days,
customer has failed to balance his account, Public Service may retain at no
cost the gas quantities then constituting the imbalance in customer's
account, free and clear of any claims to title.
(c) Customer or customer's agent shall provide Public Service a statement
specifying the quantities of gas delivered to Public Service for such
customer. Failure to provide this information timely shall give Public
Service the right to determine deliveries based upon records in its
possession. Customer will be responsible for resolving with transporter any
disagreement customer has relative to the accuracy of transporter's record
of deliveries of gas to Public Service for customer.
(d) Customer or customer's agent shall provide Public Service with a minimum of
twenty-four hours prior notice that the natural gas volumes customer intends
to have transporter deliver to Public Service for customer's account.
(e) Upon advance notice of eight hours or more, from any hour of any day given
to customer by Public Service by telephone, telegram or otherwise, customer
shall discontinue the use of gas until further notice. Customer shall
designate personnel who will accept such notification at any hour of any
day. Public Service will not interrupt service to customer with respect to
quantities of gas being delivered to Public Service by customer on any day
unless operating limitations on Public Service's system preclude the
delivery of such gas to customer.
Date of Issue: January 16, 1989 Effective: January 12, 1989
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated January 12, 1989
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 42
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 42
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
(Continued)
(f) If customer does not discontinue the use of gas after notification
pursuant to Special Provision (e), customer shall be charged ten times
the commodity charge contained in Rate Schedule ISG for 0.3% No. 6 Oil
(or successor rate schedule) for each therm of gas used by the customer
in excess of the number of the therms of gas delivered to Public Service
by the customer during each day of any interruption period.
(g) Upon the expiration of the service agreement, customer shall be eligible
to receive gas service under Rate Schedule LVG (or successor rate
schedule) providing customer notifies Public Service within 90 days of
such expiration of its election to purchase such service. After ninety
days customer's eligibility to receive gas sales service shall be the
same as the eligibility of any new person or entity which is at the time
requested gas sales service.
(h) Customer shall: make all the arrangements necessary; obtain from
appropriate regulating bodies any approvals necessary; prepare any
reports or other filings which any regulatory body may require; and be
responsible for all costs, charges and expenses including but not limited
to the payment to appropriate governmental entities for any tax or
assessment relative to the acquisition, transportation or use of
customer's gas supply.
(i) Customer will be required to make payment toward all the investment in
facilities which Public Service installs to provide service under this
rate schedule. Public Service will refund one-third of the TSG-F charge
annually, up to a five-year period, not to exceed the cost of investment.
The making of a payment shall not give the customer any interest in the
facilities, the ownership being vested exclusively in Public Service.
(j) Customer warrants that at the time of delivery of gas to Public Service
it will have good title to deliver all gas volumes made available.
(k) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply source, an individual message
business control office line and arrange for data transmission of
metering information and termination of data on an RJ45S modular jack.
(l) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes. Customer shall not be eligible to receive service under this
rate schedule and any other rate schedule for the same equipment or for
equipment supplying a common steam header during the term of the Service
Agreement.
(m) Customer has installed and maintains complete and adequate standby
equipment and fuel supply for operation with another fuel when the gas
supply is interrupted.
(n) Public Service shall not be liable in any way for any failure in whole or
in part, temporary or permanent, to deliver gas under this rate schedule.
(o) Service under this rate schedule is not available for resale.
(p) Public Service, at its option, may sell gas to customer at a rate
equivalent to the commodity charge under Rate Schedule ISG for the
alternate fuel type specified in customer's affidavit, subject to the TSG
floor price.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive, of this Tariff, except Section 3,
Extension of Distribution Mains, Section 5.2, Service Connection Charges,
Section 7.6, Appliance Adjustments and Section 8.8, Proration of Monthly
Charges.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
Original Sheet No. 43
P.U.C.N.J. No. 10 GAS
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for interruptible gas is not
less than 150 therms per hour, where the customer has the installed
capability to utilize an alternate type of fuel, and where the customer has a
current fully executed contract(s) to purchase natural gas supplies and
transport these supplies to interconnection points with Public Service's
distribution system from which Public Service may receive and physically
transport and deliver the customer's purchased gas supply.
CHARACTER OF SERVICE:
Interruptible transportation.
RATE:
Service Charge:
$250.00 in each month.
Transportation Charge:
7.0 cents per transportation therm used by customer.
This charge does not apply to gas sold to customer by PSE&G pursuant to
Special Provisions (b) and (h).
Other Charges:
See SPECIAL PROVISIONS (b), (f), (h), and (j).
MINIMUM CHARGE:
The monthly minimum charge shall be $250.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value of
the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate of
1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be subject
to a late payment charge.
TERM:
A minimum of one year from the commencement date specified in the Application
for Non-Firm Transportation Gas Service required by Special Provision (a).
The term may be extended by agreement between customer and Public Service.
Date of Issue: January 16, 1989 Effective: January 12, 1989
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated January 12, 1989
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 44
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 44
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) Customer will be required to sign a service agreement and service will be
restricted to the maximum annual, daily, and hourly requirements, and the
location and equipment specified. Attached to the service agreement will be
a signed affidavit, certifying the specific grade of fuel oil (or oils)
that can physically and legally be utilized by the installation being
served. The affidavit shall include the percentage of operation which can
physically and legally be served by each alternate fuel. The customer will
submit, within 30 days of change in operations, a new affidavit to Public
Service when such change effects its alternate fuel capability. Public
Service reserves the right to inspect the customer's operation as to
alternate fuel capability. Upon request by customer, Public Service may
deliver available volumes of gas in excess of the maximum requirements, for
limited periods. Such deliveries shall not be deemed to constitute a change
in the requirements specified in the application.
(b) Customer shall be responsible for scheduling the deliveries of its gas to
Public Service and for maintaining a balance between its deliveries to
Public Service and its usage. Unless prior agreement is reached with Public
Service, gas volumes that are delivered by customer to Public Service
during any month shall be delivered at a substantially uniform daily rate.
Public Service shall maintain a cumulative gas account balance for customer
which shall be debited with quantities of gas received by Public Service
and credited with quantities of gas used by customer. If at the end of any
month customer's account balance is positive or negative in any amount in
excess of 10% of customer's usage in such month, customer shall pay Public
Service 3 cents per therm for any balance in excess of 10%. In any month
immediately following a month for which customer was assessed an imbalance
charge for having a negative balance in excess of 10%, customer, upon
notification to Public Service, may elect to bring its account balance
within 10% by purchasing gas form PSE&G at a rate equal to 110% of the
commodity rate for service under Rate Schedule ISG for the type of
alternate fuel specified in customer's affidavit.
Upon expiration of the service agreement, Public Service shall review the
status of customer's account. In the event customer's account has a
negative balance, customer will be charged 110% of the applicable commodity
charge under Rate Schedule ISG (or successor rate) for each therm of
negative balance. If customer's account has a positive balance, customer
will have thirty days within which to balance its account. If after thirty
days, customer has failed to balance his account, Public Service may retain
at no cost the gas volumes then constituting the balance in customer's
account, free and clear of any claims to title.
(c) Customer or customer's agent shall provide Public Service a statement
specifying the quantities of gas delivered to Public Service for such
customer. Failure to provide this information timely shall give Public
Service the right to determine deliveries based upon records in its
possession. Customer will be responsible for resolving with transporter
any disagreement customer has relative to the accuracy of transporter's
record of deliveries of gas to Public Service for customer.
(d) Customer or customer's agent shall provide Public Service with a minimum of
twenty-four hours prior notice of the natural gas volumes customer intends
to have transporter deliver to Public Service for customer's account.
(e) Upon advance notice of eight hours or more, from any hour of any day given
to customer by Public Service by telephone, telegram or otherwise, customer
shall discontinue the use of gas until further notice; customer shall
designate personnel who will accept such notification at any hour of any
day. Public Service will not interrupt service to customer with respect to
any quantities of gas being delivered to Public Service by customer on any
day unless operating limitations on Public Service's system preclude the
delivery of such gas to customer.
(f) If customer does not discontinue the use of gas after notification pursuant
to Special Provision (e), customer shall be charged ten times the commodity
charge contained in Rate Schedule ISG for 0.3% No. 6 Oil (or successor rate
schedule) for each therm of gas used by the customer in excess of the
number of the therms of gas delivered to Public Service by the customer
during each day of any interruption period.
Date of issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY First Revised Sheet No. 45
Superseding
P.U.C.N.J. No. 10 GAS Original Sheet No. 45
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
(Continued)
(g) After the expiration of the service agreement, customer's eligibility to
receive gas sales service shall be the same as the eligibility of any person
or entity which is at that time requesting gas sales service as a new
customer.
(h) Public Service, at its option, may sell gas to customer at a rate equal to
the applicable commodity rate for service under Rate Schedule ISG for the
alternate fuel category designated in customer's affidavit, subject to the
TSG floor price.
(i) Customer shall: make all the arrangements necessary; obtain from appropriate
regulating bodies any approvals necessary; prepare any reports or other
filings which any regulatory body may require; and be responsible for all
costs, charges and expenses including but not limited to the payment to
appropriate governmental entities for any tax or assessment relative to the
acquisition, transportation, or use of customer's gas supply.
(j) Customer will be required to make payment toward all the investment in
facilities which Public Service installs to provide service under this rate
schedule. The making of a payment shall not give the customer any interest
in the facilities, the ownership being vested exclusively in Public Service.
(k) Customer warrants that at the time of delivery of gas to Public Service it
will have good title to deliver all gas volumes made available.
(l) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply source, an individual message
business control office line and arrange for data transmission of metering
information and termination of data on an RJ45S modular jack.
(m) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes. Customer shall not be eligible to receive service under this rate
schedule and any other rate schedule for the same equipment or for equipment
supplying a common steam header during the term of this agreement.
(n) Customer has installed and maintains complete and adequate standby equipment
and fuel supply for operation with another fuel when the gas supply in
interrupted.
(o) Public Service shall not be liable in any way for any failure in whole or in
part, temporary or permanent, to deliver gas under this rate schedule.
(p) Service under this rate schedule is not available for resale.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on Sheets
Nos. 6 to 18, inclusive, of this Tariff, except Section 3, Extension of
Distribution Mains, Section 5.2 Service Connection Charges, Section 7.6,
Appliance Adjustments and Section 8.8, Proration of Monthly Charges.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10-GAS
CANCELLING
B.P.U. NO. 9-GAS
- --------------------------------------------------------------------------------
EXHIBIT B
ELIZABETHTOWN BASE RATES
ELIZABETHTOWN GAS COMPANY
TARIFF FOR GAS SERVICE
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners
dated February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10-GAS
CANCELLING SECTION I
B.P.U. NO. 9-GAS ORIGINAL SHEET NO. 1
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
SECTION 1
Sheet No.
---------
Cover Page Unnumbered
Table of Contents 1, 2, 3
Territory Served 4
Standard Terms and Conditions 5 thru 29
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners
dated February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10-GAS
CANCELLING SECTION I
B.P.U. NO. 9-GAS ORIGINAL SHEET NO. 2
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
SECTION II
SERVICE CLASSIFICATIONS LISTED BELOW ARE AVAILABLE IN
THE ENTIRE TERRITORY SERVED BY ELIZABETHTOWN GAS COMPANY
Service
Applicable to: For: Classification Seet No.
- -------------- ----------------- -------------- --------
FIRM SALES SERVICE
- ------------------
Residential Customers Residential Service RS 1, 2, 3
Commercial and Industrial General Service GS 4, 5, 6
Customers
Multiple Family, Governmental Heating, Cooking, Water MFS 7, 8, 9
Buildings, Religious Heating, and other uses
Institutions, Hospitals and
Nursing Homes
Multiple Family, Governmental Building Heating and TC 10, 11, 12
Buildings, Religious Water Heating 13, 14
Institutions, Hospitals and
Nursing Homes and
Commerical Customers
Commercial and Industrial Large Volume Demand LVD 15, 16, 17
Customers Service
Industrial Customers Industrial Process IPF 18, 19
Service 20, 21, 22
Commercial and Industrial Cogeneration Service CSF 23, 24, 25
Service
Commercial and Industrial Air Conditioning CIAC 26, 27, 28
Service and Refrigeration
All Customers Unmetered Outdoor Gas GLS 29, 30
Lighting
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners
dated February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10-GAS
CANCELLING SECTION I
B.P.U. NO. 9-GAS ORIGINAL SHEET NO. 3
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
SECTION II
(Continued)
SERVICE CLASSIFICATIONS LISTED BELOW ARE AVAILABLE IN
THE ENTIRE TERRITORY SERVED BY ELIZABETHTOWN GAS COMPANY
Service
Applicable to: For: Classification Seet No.
- -------------- ----------------- -------------- --------
NON-FIRM SALES SERVICE
- ----------------------
Commercial and Industrial Interruptible Cogeneration CSI 31, 32, 33,
Service Service 34, 35
Commercial and Industrial Interruptible Service IS 36, 37, 38,
Service 39, 40
Industrial and Public Contract Service CS 41, 42, 43, 44,
Utility Customers 45, 46, 47
Industrial Service Supplemental Interruptible SIS 48, 49, 50
Service
SPECIAL SERVICES
- ----------------
Commercial and Industrial Firm Transportation Service FTS 51, 52, 53, 54,
Service 55, 56, 57, 58
Industrial Customers Interruptible Transportation ITS 59, 60, 61, 62, 63
Service 64, 65, 66, 67
Commercial and Industrial Storage Service SS 68, 69, 70, 71
Service
RIDERS
- ------
Rider "A" to Tariff for Gas Service 72, 73, 74
Levelized Gas Adjustment Clause
Supplement to Rider "A" 75
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners
dated February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10-GAS
CANCELLING SECTION II
B.P.U. NO. 9-GAS ORIGINAL SHEET NO. 72
- --------------------------------------------------------------------------------
RIDER "A"
LEVELIZED GAS ADJUSTMENT CLAUSE
APPLICABLE TO ALL SERVICE CLASSIFICATIONS EXCEPT SERVICE CLASSIFICATION CFS,
CIAC, GLS, CSI, CS, SIS, FTS, ITS AND SS
Whenever the cost to the Gas Company of purchased pipeline gas or the
cost of any gas or fuel to be used as a substitute for or supplemental to
purchased pipeline gas including the cost of storing said gases or fuel and GRI
costs is increased or decreased from the $0.3100 per therm costs, included in
base tariff rates, the rate for gas quoted in this Tariff under the Service
Classifications shown above, except as may be otherwise provided for in the
individual Service Classification, shall be adjusted by applying a Levelized Gas
Adjustment (LGAC) rate determined as follows:
(a) The cost to the Gas Company of gas as (described above) during the
twelve-month period beginning the next October 1 and going through
the succeeding September 30 shall be estimated.
(b) The total costs as defined in (a) above shall be added to the
inventory value estimated as of the next October 1 less the
inventory value as estimated for the succeeding September 30 in the
"Monthly Ending Inventory Calculation".
(c) The sum resulting in (b) above shall be adjusted to reflect:
1. (Over) under recovery of costs from the preceding LGAC period.
Such costs shall be determined using the methodology, as
described herein as applied to actual incurred costs and gas
costs recovered.
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners
dated February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10 - GAS
CANCELLING SECTION II
B.P.U. NO. 9 - GAS ORIGINAL SHEET NO. 73
- --------------------------------------------------------------------------------
RIDER "A"
LEVELIZED GAS ADJUSTMENT CLAUSE
-------------------------------
(continued)
2. Interest on the cumulative (over) under recovery of cost from the
preceding LGAC period but only when the interest is a credit.
Such interest being calculated on the cumulative (over) under
recovery for each month of the prior period LGAC on the average
beginning and ending monthly balance at a rate equivalent to the
Company's allowed overall rate of return.
3. Estimated supplier refunds for the twelve-month period beginning
on the next October 1 and going through the succeeding
September 30.
4. Adjustments as may result from the operation of other tariff
provisions.
(d) The adjusted costs resulting from (c) above shall be divided by the
estimated applicable sales for the period beginning the next October 1
and going through the succeeding September 30, or the period over
which the rate is to be in effect, to determine the unit cost. The
difference between this unit cost and the unit charge of $0.3100 per
therm in base tariff rates shall be multiplied by a factor to adjust
for increases in taxes and assessments. The result shall be the
Levelized Gas Adjustment (LGAC) rate.
The Levelized Gas Adjustment rate as calculated in (d) will be in effect
for a period beginning on or about October 1 of each year and going through
September 30 of the following year. It may be adjusted to reflect changes in
prices or volumes significantly different than those initially proposed and for
reconciliations between estimated and actual results in the previous LGAC
period.
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabethtown Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners dated
February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10 - GAS
CANCELLING SECTION II
B.P.U. NO. 9 - GAS ORIGINAL SHEET NO. 74
- --------------------------------------------------------------------------------
RIDER "A"
LEVELIZED GAS ADJUSTMENT CLAUSE
-------------------------------
(continued)
The annual filing for the adjustment on or about October 1 of each year
shall be made no later than July of each year and shall be based on actual
figures and experiences then available with estimates of remaining requirements.
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabeth Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners dated
February 1, 1990 in Docket No. GR88121321
<PAGE>
ELIZABETHTOWN GAS COMPANY
B.P.U. NO. 10 - GAS
CANCELLING SECTION II
B.P.U. NO. 9 - GAS FIRST SHEET NO. 75
- --------------------------------------------------------------------------------
SUPPLEMENT TO RIDER "A"
LEVELIZED GAS ADJUSTMENT CLAUSE
-------------------------------
Applicable to Commodity Volumes
of gas used under all service
classifications except "Service
Classification - CSF, CIAC, GLS,
CSI, CS, SIS, FTS, ITS and SS $0.0300 per therm
- --------------------------------------------------------------------------------
Date of Issue: February 1, 1990 Effective: Service rendered
on and after February 1, 1990
Issued by: Frederick W. Sullivan, Pres.
One Elizabeth Plaza
Union, New Jersey
Filed Pursuant to Order of the Board of Public Utility Commissioners dated
February 1, 1990 in Docket No. GR88121321
<PAGE>
EXHIBIT C
---------
[*]
<PAGE>
EXHIBIT D
---------
[*]
<PAGE>
EXHIBIT E
---------
[*]
<PAGE>
EXHIBIT F
---------
[*]
<PAGE>
EXHIBIT G
---------
[*]
<PAGE>
EXHIBIT H
LETTER #1
June 20, 1990
Cogen Technologies Linden Limited, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated June 22, 1990
Gentlemen:
Pursuant to paragraph 3.10 of the above-captioned agreement (the
"Agreement"), Public Service Electric and Gas Company and Elizabethtown Gas
Company ("Sellers") hereby represent that they have entered into contracts with
one or more natural gas interstate pipeline companies ("Transporter(s)") for
Sellers to acquire firm transportation capacity on Transporter(s)' systems and
that, when in service, such capacity, combined with other capacity available to
Sellers, will be sufficient to permit Sellers to render the services to be
provided under the Agreement. Consistent with said paragraph 3.10, please
furnish the required [*] letter of credit to Sellers within five (5) business
days of the Construction Conversion Date or, if later, five (5) business Days of
your receipt of this letter.
Very truly yours,
<PAGE>
EXHIBIT H
LETTER #2
June 20, 1990
Cogen Technologies Linden Limited, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated June 22, 1990
Gentlemen:
Pursuant to paragraph 3.10 of the above-captioned agreement (the
"Agreement"), Public Service Electric and Gas Company and Elizabethtown Gas
Company ("Sellers") hereby represent that the Federal Energy Regulatory
Commission ("FERC") has issued a final order granting a certificate of public
convenience and necessity to one or more natural gas interstate pipeline
companies ("Transporter(s)") to provide firm transportation capacity to Sellers
which, when in service together with other capacity available to Sellers, will
be sufficient to permit Sellers to render firm, uninterruptible delivery service
of at least the Minimum Quantity pursuant to the terms of the Agreement.
Consistent with said paragraph 3.10, please furnish the required [*] letter of
credit within five (5) business days of your receipt of this letter.
Very truly yours,
<PAGE>
EXHIBIT H
LETTER #3
June 20, 1990
Cogen Technologies Linden Limited, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated June 22, 1990
Gentlemen:
Pursuant to paragraph 3.10 of the above-captioned agreement (the
"Agreement"), Public Service Electric and Gas Company and Elizabethtown Gas
Company ("Sellers") hereby represent that Sellers will have available firm
transportation capacity on the systems of one or more natural gas interstate
pipeline companies and will be prepared on the Requested Service Date to render
firm, uninterruptible delivery service of at least the Minimum Quantity under,
and subject to the other provisions of, the Agreement on a year-round basis in
accordance with the terms of the Agreement. Consistent with said paragraph 3.10,
please furnish the final, required [*] letter of credit within five (5) business
days of your receipt of this letter.
Very truly yours,
<PAGE>
EXHIBIT 10.33
GAS SERVICE AGREEMENT
BETWEEN
CAMDEN COGEN, L.P.
(as Buyer)
AND
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(as Seller)
[*] Indicates provisions redacted pursuant to request for confidential treatment
submitted to the Securities and Exchange Commission pursuant to Rule 406
under the Securities Act of 1933.
<PAGE>
INDEX
-----
PAGE
----
ARTICLE 1 DEFINITIONS 2
ARTICLE 2 COMMITMENTS 10
ARTICLE 3 SERVICES 11
ARTICLE 4 RATES AND CHARGES 23
ARTICLE 5 DELIVERY AND RECEIPT 25
ARTICLE 6 POSSESSION, TITLE, WARRANTY AND LIABILITY 27
ARTICLE 7 TERM 29
ARTICLE 8 ACCOUNTING AND PAYMENT 30
ARTICLE 9 MEASUREMENT AND DELIVERY CONDITIONS 34
ARTICLE 10 FACILITIES 36
ARTICLE 11 FORCE MAJEURE 38
ARTICLE 12 LIMITATION OF LIABILITY 41
ARTICLE 13 DEFAULTS; RIGHT TO CURE 42
ARTICLE 14 ACTIONS REQUIRED TO SATISFY CERTAIN CONDITIONS 43
ARTICLE 15 ASSIGNMENT OF INTERESTS 46
ARTICLE 16 ECONOMIC CHANGES 48
ARTICLE 17 NOTICES AND ADDRESSES 51
ARTICLE 18 MISCELLANEOUS 52
ARTICLE 19 ARBITRATION 54
EXHIBIT "A" [*]
EXHIBIT "B" SELLERS' BASE RATES
EXHIBIT "C" [*]
EXHIBIT "D" [*]
EXHIBIT "E" [*]
EXHIBIT "F" [*]
EXHIBIT "G" [*]
EXHIBIT "H" SELLERS' LETTERS OF REPRESENTATIONS
<PAGE>
GAS SERVICE AGREEMENT
PREAMBLE
--------
THIS GAS SERVICE AGREEMENT, hereinafter referred to as the "Agreement",
is entered into and effective this 15th day of May, 1991, between CAMDEN COGEN,
L.P., hereinafter referred to as "Buyer", and PUBLIC SERVICE ELECTRIC AND GAS
COMPANY ("PSE&G"), hereinafter referred to as "Seller".
WHEREAS, Buyer proposes to finance, construct, own and operate a
cogeneration facility in Camden, New Jersey (the "Facility") and has entered
into a Power Purchase and Interconnection Agreement under which it
will sell the net energy and capacity of the Facility; and
WHEREAS, Seller proposes to transport and sell, and Buyer proposes to
receive and purchase, Natural Gas to be used as fuel for the generation of
electricity and steam at the Facility; and
WHEREAS, Seller desires to obtain a firm supply of Natural Gas for its
system during certain Peak Periods and Buyer proposes to provide Seller such
firm supply as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants hereinafter set forth, the sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
<PAGE>
ARTICLE 1
DEFINITIONS
-----------
Unless another meaning is expressly stated, the following words and
terms wherein used in this Agreement shall have the following meaning:
1.1 "Agreement" shall mean this contract, including all exhibits
---------
attached hereto and amendments hereof that may be made from time to time.
1.2 "Alternate Fuel" shall mean "Jet A" jet fuel or other
--------------
fuel that Buyer is capable of utilizing in the Cogeneration Facility.
1.3 "Annual Period" shall mean any one of a succession of
-------------
consecutive twelve-month periods, the first of which shall begin on the Date of
Commercial Operation of the Facility.
1.4 [*]
-2-
<PAGE>
[*]
1.5 "Base Rates" shall mean those rates contained in all
----------
of Seller's gas tariff rate schedules (designated as P.U.C.N.J. No. 10 Gas) as
updated from time to time, excluding Gas costs. Copies of Seller's rate
schedules are attached as Exhibit "B".
1.6 "BPU" shall mean the New Jersey Board of Public
---
Utilities or successor agency.
1.7 "Buyer" shall mean Camden Cogen, L.P., a Delaware
-----
limited partnership.
1.8 "Cogeneration Facility" or "Facility" shall mean the waste
--------------------- --------
heat boilers, G.E. Frame 7 gas turbine, steam turbine, generator, fuel oil
storage and all appurtenant structures and equipment to be constructed,
installed, owned/leased, operated and maintained by Buyer at Paperboard, for the
purpose of generating steam and electricity and other forms of useful thermal
energy output, and having a nameplate rating of 140 MW.
1.9 "Commercial Operation" shall mean the production of
--------------------
electric power and energy by all the electric generation units at the
Cogeneration Facility and the supply of such electric power and energy to PSE&G
after the Date of Commercial Operation, as such term is defined in the Power
Purchase and Interconnection Agreement.
-3-
<PAGE>
1.10 [*]
1.11 "Construction Drawdown Date" shall mean the date construction
--------------------------
loan proceeds are released under the Loan Agreement sufficient to undertake the
completion of the Facility, as specifically defined in the Loan Agreement.
1.12 "Contract Quantity" shall mean twenty-seven thousand, five
-----------------
hundred (27,500) Dekatherms per Day of Natural Gas, as such quantity is
projected in the Fuel Profile attached hereto as Exhibit D, except as adjusted
in paragraph 3.13 hereof.
1.13 "Date of Commercial Operation" shall mean the date
----------------------------
the Parties hereto designate by mutual agreement not to be unreasonably withheld
as the date on which all electric generation units at the Cogeneration Facility
have been completed, satisfactorily tested and inspected and are available for
and capable of: (i) production of electrical capacity and energy; and (ii) the
delivery thereof to PSE&G, as
-4-
<PAGE>
such term is defined in the Power Purchase and Interconnection Agreement.
1.14 "Date Of Initial Operation" shall mean the date on which Seller
-------------------------
synchronizes, for the first time, any electric generation unit at the
Cogeneration Facility with the PSE&G, as such term is defined in the Power
Purchase and Interconnection Agreement.
1.15 "Day" shall mean a period of consecutive hours beginning
---
8:00 a.m. (Eastern time) and ending at 8:00 a.m. the following calendar day.
1.16 "Dekatherm" or "Dth" shall mean ten (10) therms of heating
--------- ---
value.
1.17 "Delivery Point(s)" shall mean the point or points of
-----------------
interconnection between the outlet of Seller's meter and the Cogeneration
Facility.
1.18 "Extended Gas Service" shall mean the interruptible Gas service in
--------------------
addition to the Resale Service and any Testing Service rendered by Seller to
Buyer during a Peak Period.
1.19 "FERC" shall mean the Federal Energy Regulatory Commission or
----
successor agency.
1.20 "Financier" shall mean any individual(s) or entity(ies) and any
---------
representative(s) or trustee(s) for any such individual(s) or entity(ies): (i)
lending money to Buyer for: (a) the construction or term financing of the
Cogeneration Facility; (b) the establishment and/or maintenance of working
capital requirements; and/or (c) the refinance or
-5-
<PAGE>
take-out of any such loan(s); and/or (ii) participating as an equity investor in
the Project; and/or (iii) any lessor under a lease finance arrangement.
1.21 "Gas" or "Natural Gas" shall mean gas of a quality acceptable for
--- -----------
delivery into the systems of Transporter(s) or Seller, as applicable, or other
gases acceptable for normal use in Buyer's Facility.
1.22 "Gas Tariff" shall mean any tariff of Seller or Transporter(s) setting
-----------
forth the terms and conditions for sales or transportation services which is
filed with a Governmental Authority.
1.23 "Governmental Authority" shall mean any federal, state or local
----------------------
governmental entity exercising jurisdiction over rates, services, operations
and/or facilities subject to this Agreement.
1.24 "Initial Operation" shall mean the production of electric power after
-----------------
the Date of Initial Operation and prior to the Date of Commercial Operation by
any electric generation unit(s) at the Cogeneration Facility and the supply of
such electric power to PSE&G.
1.25 "Interruptible Days" shall mean interruptions during Peak Periods,
------------------
[*].
1.26 "Loan Agreement" shall mean any agreement between Buyer and one or
--------------
more Financiers pursuant to which Buyer
-6-
<PAGE>
arranges for and obtains debt financing to construct and/or operate the
Cogeneration Facility.
1.27 "MW" or "Megawatts" shall mean one thousand kilowatts of electricity.
-- ---------
1.28 "Month" shall mean the calendar month commencing at 8:00 a.m. Eastern
-----
Time on the first day of the calendar month and concluding at 8:00 a.m. Eastern
Time on the first Day of the following calendar Month.
1.29 "Paperboard" shall mean Camden Paperboard Corporation.
----------
1.30 "Peak Period" shall mean any Day if the U.S. Weather Bureau has
-----------
forecasted that the average temperature at Newark International Airport for such
Day will be [*] degrees Fahrenheit or less.
1.31 "Power Purchase And Interconnection Agreement" shall mean the contract
--------------------------------------------
dated April 15, 1988, as amended on June 12, 1990 and August 20, 1990, between
Buyer and PSE&G, covering the sale of electricity from the Facility, and any
amendments thereto that may be made from time to time.
1.32 "PSE&G" shall mean Public Service Electric and Gas Company.
-----
1.33 "Rate Schedule CIG" means PSE&G's gas Rate Schedule CIG (Cogeneration
-----------------
Interruptible Service) on file with the BPU, as such rate schedule may be
amended from time to time, which sets the price for PSE&G's gas sales to
cogeneration customers.
-7-
<PAGE>
1.34 "Receipt Point(s)" shall mean the points on the pipeline system(s) of
----------------
Transporter(s) at which Buyer delivers Gas to Seller in connection with the
Resale Service. The initial Receipt Point(s), when determined by the mutual
agreement of the parties, shall be set forth in Exhibit "E" hereto and may be
changed by mutual agreement in the future. Neither Buyer's nor Seller's
agreement shall be unreasonably withheld or delayed.
1.35 "Requested Service Date" shall mean the Day that Buyer is obligated to
----------------------
begin accepting and Seller is obligated to begin rendering the Resale Service
hereunder, as set forth in paragraph 3.6 hereof.
1.36 "Resale Service" shall mean the service provided by Seller to Buyer
--------------
whereunder Seller purchases Gas from Buyer at the Receipt Point(s) and resells
an equal quantity, less Shrinkage, to Buyer at the Delivery Point. The Resale
Service volume shall be twenty-seven thousand, five hundred (27,500) Dekatherms
per Day, at the Delivery Point, after allowance for Shrinkage, as provided
herein.
1.37 "Shrinkage" shall mean any Natural Gas retained by Transporter(s) for
---------
fuel or line loss, based upon the weighted average shrinkage for Seller's system
supply, in connection with the transportation of Natural Gas on behalf of
Seller.
1.38 "Seller" shall mean PSE&G.
------
1.39 "Testing Service" shall mean the service provided by Seller to Buyer
---------------
whereunder Seller sells Buyer Natural Gas on an
-8-
<PAGE>
interruptible basis from its system supply at the Delivery Point during the
period prior to the Requested Service Date.
1.40 "Transporter(s)" shall mean the interstate pipeline companies
--------------
originating in the production areas of Texas, Louisiana, the Gulf of Mexico and
the Gulf coast, that sell to and/or transport Natural Gas on behalf of Seller.
1.41 "Transportation Agreement(s)" shall mean any agreements under which
---------------------------
Transporter(s) transport and/or sell and transport Natural Gas on behalf of
Seller from the Gulf coast area to New Jersey.
1.42 [*]
1.43 [*]
-9-
<PAGE>
[*]
1.44 "Winter Season" shall mean each period from November 1
-------------
through March 31 during the term of this Agreement.
ARTICLE 2
COMMITMENTS
-----------
2.1 Buyer's Commitments. Pursuant to the terms and conditions of this
-------------------
Agreement, in order to satisfy the fuel requirements of the Facility, Buyer
commits:
(a) to contract for a year-round supply of Natural Gas equal to the
Contract Quantity, plus Shrinkage, which supply will be firm for the
months of December through March, and to utilize the firm
transportation capacity arranged by Seller on Transporter(s)'
systems;
(b) to contract for such firm Gas supply by June 1 preceding each
December through March period and to promptly furnish copies of such
contracts to Seller;
(c) to purchase Natural Gas from Seller pursuant to the Resale
Service and Testing Service described in Article 3 hereof;
(d) to act with due diligence and use reasonable efforts to obtain
all necessary permits and regulatory approvals required to utilize
the services provided herein and to cooperate with Seller in seeking
such approvals and permits.
2.2 Seller's Commitments. Pursuant to the terms and conditions of this
--------------------
Agreement, in order to satisfy the fuel requirements of the Facility, Seller
commits:
-10-
<PAGE>
(a) to render the Testing Service, Resale Service and Extended
Gas Service described in Article 3;
(b) to increase Seller's firm transportation capacity on
Transporter(s)' systems for a period of at least fifteen (15)
years, in order to have available sufficient transportation
capacity on Transporter(s)' systems to render the services to
be provided hereunder by the Requested Service Date, to
utilize reasonable efforts to maintain sufficient capacity for
the remaining term of this Agreement to render the services
hereunder and to notify Buyer within fifteen (15) Days of the
termination of any long-term firm Transportation Agreements
with Transporter(s) covering volumes of at least twenty-five
thousand (25,000) Dekatherms per Day;
(c) following the Construction Drawdown Date, to construct
certain pipeline and related facilities necessary to furnish
the services to be provided hereunder, as provided in Article
10; and
(d) to petition for BPU approval of the services to be
rendered by Seller hereunder and to act with due diligence,
use reasonable efforts and cooperate with Buyer and
Transporter(s) in seeking approvals from other Governmental
Authority.
ARTICLE 3
SERVICES
--------
3.1 Testing Service. Prior to the Requested Service Date, if requested
---------------
by Buyer, Seller shall make reasonable efforts to sell up to the Contract
Quantity Testing Service Gas to Buyer from its system supplies on Days other
than during a Peak Period. Seller, in its sole discretion, may provide Extended
Gas Service for the testing of the Facility during a
-11-
<PAGE>
Peak Period, if requested by Buyer. If adequate service is not provided by
Seller for the testing of the Facility, Buyer may purchase Gas from
third-parties for such testing and Seller shall make reasonable efforts to have
such Gas transported through Transporter(s) and to deliver the same to the
Facility providing doing so does not materially adversely affect Seller or
Seller's other customers or Buyer shall have the right to use Alternate Fuel
purchased under paragraph 3.4 for the testing of the Facility.
3.2 Resale Service. Subject to the provisions hereof, on and after the
--------------
Requested Service Date, Seller shall purchase the Natural Gas acquired by Buyer
from third-parties in a volume equal to the Contract Quantity, plus Shrinkage,
at the Receipt Point(s), which supply will be firm for the months of December
through March, and shall resell the same quantity, less Shrinkage, of Natural
Gas to Buyer at the Delivery Point. Seller shall provide Resale Service on a
continuous, year-round basis, [*]. Seller shall not be obligated during any Day
to purchase Gas from Buyer at the Receipt Point(s) in quantities in excess of
those purchased by Buyer at the Delivery Point up to the Contract Quantity
adjusted for Shrinkage, or to deliver to Buyer at the Delivery Point quantities
in excess of those sold to Seller at the Receipt Point(s), up to the Contract
Quantity adjusted for Shrinkage.
-12-
<PAGE>
3.3 Extended Gas Service. Seller, in its sole discretion, may provide
---------------------
Extended Gas Service to Buyer during a Peak Period, in addition to any Resale
Service provided hereunder, or for testing of the Cogeneration Facility, if such
service is requested by Buyer.
3.4 Alternate Fuel Use. In accordance with the other provisions of this
------------------
Agreement, Buyer shall have the right to use Alternate Fuel supplies for testing
of the Cogeneration Facility, when that Seller is unable to provide Testing
Service, and during Peak Periods, when the Resale Service is interrupted by
Seller hereunder; provided, however, Buyer shall have the right to use Alternate
Fuel at its discretion for the testing of the Alternate Fuel supply system.
Unless otherwise agreed, Buyer shall also have the right to use any inventory of
Alternate Fuel supplies, up to twenty-two thousand (22,000) barrels in lieu of
Resale Service Gas, which are on hand as of April 1 of each Annual Period,
provided that Buyer's rights to use such inventory shall be limited to twenty-
five (25) Days per Annual Period.
3.5 Service Conditions. Seller's commitment to provide uninterrupted Resale
------------------
Service hereunder, [*], or as otherwise provided in this Agreement, is
contingent upon Buyer's providing an uninterrupted Gas supply equal to the
Contract Quantity. In addition to any other remedy Seller may have under this
Agreement, failure by Buyer to provide all or part of the Resale Service supply
(subject to the tolerance set
-13-
<PAGE>
forth in paragraph 5.3) for any reason, including force majeure, shall
proportionately reduce Seller's commitment to provide the otherwise
uninterruptible Resale Service by the amount of any such failure.
3.6 Commencement of Service. Buyer anticipates that the date for the
-----------------------
commencement of Testing Service shall be February 1, 1993, and that the
Requested Service Date for Resale Service shall be November 1, 1993. On or
before January 1, 1992, Buyer shall have the right to change the date of the
commencement of Testing Service and/or the Requested Service Date by giving
Seller written notice thereof, which change shall not vary from the dates set
forth in this section 3.6 by more than sixty (60) Days. If Buyer fails to give
Seller written notice of any change of such dates by January 1, 1992, the above-
referenced dates will remain in effect. The date of commencement of Testing
Service and/or the Requested Service Date may be changed by mutual agreement of
the parties.
3.7 Failure To Commence Service. If Buyer is prepared to accept, but Seller
---------------------------
is unable to provide, the Resale Service hereunder on the Requested Service
Date, Seller shall have no liability to Buyer providing Seller has used due
diligence to have such service available, and Seller shall continue to make all
reasonable efforts to place itself in a position to provide the service
contemplated hereunder. Under such circumstances, during the months of April
through October, Seller shall nevertheless provide and cause Transporter(s) to
provide firm transportation for the Resale Service. Under such
-14-
<PAGE>
circumstances, during the months of November through March, Seller shall make
reasonable efforts to provide and cause Transporter(s) to provide firm
transportation for as much of the Resale Service volumes as possible and shall
arrange for the interruptible transportation of any balance of the Resale
Service volumes on Transporter(s)' systems until sufficient firm transportation
capacity is acquired to transport the Resale Service quantity. If Seller has not
acquired sufficient firm transportation capacity on Transporter(s)' systems to
render the Resale Service hereunder following the later of the Requested Service
Date or the Date of Initial Operation or, after acquiring such firm capacity, if
Seller does not retain the same during the term of this Agreement, Buyer may
contract with third-parties to purchase fuel supplies and firm transportation
capacity for the Cogeneration Facility to supplement any service provided by
Seller hereunder. Buyer may continue such purchases until sixty (60) Days
following Buyer's receipt of Seller's written notice that it can provide the
required services hereunder.
3.8 Failure To Accept Services. If Seller is prepared to provide the Resale
--------------------------
Service hereunder on and after the Requested Service Date and Buyer, for reasons
other than those caused by Seller, is unable to utilize the Resale Service Gas
for the Cogeneration Facility, Buyer shall reimburse Seller monthly for its [*]
allocable to the Contract Quantity during the [*] following the Requested
Service Date, until the
-15-
<PAGE>
first Day of the Month following Buyers written notification to Seller that
Buyer is prepared to receive such gas; provided, however, Buyer shall have no
obligation to reimburse Seller for any [*] incurred by Seller during the Months
of November through March, to the extent any such Month falls during said [*]
period. If Seller remains prepared to provide the Resale Service hereunder, but
Buyer is unable to receive the Resale Service Gas at the Cogeneration Facility
for reasons other than those caused by Seller, after the [*] following the
Requested Service Date, Buyer shall reimburse Seller monthly for its [*]
allocable to the Contract Quantity until Buyer is prepared to receive the Resale
Service Gas during the period commencing the [*], and [*], following the
Requested Service Date. If Buyer remains unable to accept Resale Service
hereunder following [*] after the Requested Service Date, Seller shall have the
right to terminate this Agreement upon thirty (30) Days prior written notice
unless Buyer continues to pay Seller on a monthly basis Seller's [*] allocable
to the Contract Quantity.
3.9 Letters of Credit for WATDC Obligation. Within five (5) Days of the
--------------------------------------
Construction Drawdown Date, Buyer shall provide Seller an irrevocable letter of
credit in the amount of [*], as security for Buyer's potential obligation to
reimburse Seller's [*] under
-16-
<PAGE>
paragraph 3.8, providing Seller has furnished to Buyer on or before such date a
written representation that Seller has entered into contracts to acquire
additional firm transportation capacity on Transporter(s)' systems which, when
in service together with other transportation capacity available to Seller, will
be sufficient to render the Resale Service to be provided hereunder. A copy of
Seller's written representation is attached hereto and made a part hereof as
Letter No. 1 in Exhibit "H". If Seller has not furnished Buyer such written
representation by the Construction Drawdown Date, Buyer's obligation to provide
the letter of credit shall be suspended until five (5) Days following Buyer's
receipt of Seller's written representation.
Within five (5) Days of Buyer's receipt of Seller's written representation
that the FERC has approved Transporter(s)' application(s) to furnish Seller
additional firm transportation capacity on their systems which, when in service
together with other transportation capacity available to Seller, will be
sufficient to permit Seller to render firm delivery service for the Contract
Quantity hereunder in accordance with the terms of this Agreement, Buyer shall
provide Seller an additional irrevocable letter of credit in the amount of [*],
as further security for Buyer's potential [*] reimbursement obligation. A copy
of Seller's written
-17-
<PAGE>
representation is attached hereto and made a part hereof as Letter No. 2 in
Exhibit "H".
Within five (5) Days of Buyer's receipt of Seller's written representation
that it is prepared to render Buyer firm transportation service of the Contract
Quantity on a year-round basis in accordance with the terms of this Agreement,
Buyer shall provide Seller an additional irrevocable letter of credit in the
amount of [*], as final security for Buyer's potential [*] reimbursement
obligation. Upon the receipt of such letter of credit, Seller shall have the
obligation to provide firm transportation of the Contract Quantity on the later
of the Requested Service Date or the date such letter of credit is furnished, as
provided in this Agreement. A copy of Seller's written representation is
attached hereto and made a part hereof as Letter No. 3 in Exhibit "H".
The conditions imposed for Buyer's posting of the [*] letter of credit must
be satisfied before Buyer is required to furnish the other letters of credit
hereunder. Likewise, the conditions imposed for Buyer's posting of the [*]
letter of credit must be satisfied before Buyer is required to furnish the last
letter of credit hereunder.
If Buyer fails to reimburse Seller monthly for the [*] in accordance with
paragraph 3.8, Seller may draw upon
-18-
<PAGE>
the letter(s) of credit for the amounts due but not paid. Buyer shall have no
obligation to maintain any balance under the letter(s) of credit thirty (30)
Days after the Date of Commercial Operation of the Facility. Prior to the Date
of Commercial Operation of the Facility, Buyer shall have no obligation to
reimburse Sellers for any [*] other than the amounts specified in paragraph
3.8 hereof.
3.10 Delayed Commencement of Service. If Buyer is unable to accept, but
-------------------------------
Seller is prepared to provide, the services hereunder on or after the Requested
Service Date, Seller shall not be obligated to commence Resale Service hereunder
until sixty (60) Days following Seller's receipt of written notice from Buyer of
the new date on which Buyer requests Seller to commence Resale Service
hereunder. In such event, Seller shall use reasonable efforts to commence
service as soon as possible after the receipt of such notice.
3.11 Nominations. Whenever reasonably requested by Seller, Buyer shall
------------
provide Seller with its best forecast of the Gas requirements for Resale
Service. At least twenty-four (24) hours in advance of each Day, Buyer shall
give Seller notice of its best estimate of the quantities of Resale Service Gas
that Buyer will require for the next Day to enable Seller to comply with the
scheduling provisions of Transporter(s). Seller shall not be obligated, but
shall use reasonable efforts to provide, volumes in excess of those specified in
such notification by Buyer. Buyer shall receive and Seller shall
-19-
<PAGE>
deliver at the Delivery Point the nominated quantities as nearly as possible at
uniform hourly rates. Provided that a reduction in nominated quantities is
covered by a reduction of power purchased by Seller pursuant to Article II,
Section D of the Power Purchase And Interconnection Agreement, Buyer may reduce
the scheduled daily quantities hereunder during any Day, without regard to any
prior nomination, by notifying Seller, as far in advance as possible but in no
event less than two (2) hours in advance of any reduction in the nominated
quantities. Any such changes shall be kept to the minimum permitted by operating
conditions. Buyer's notices shall also include the expected duration of such
reduction.
3.12 Interruptions. Notwithstanding anything to the contrary herein other
--------------
than the interruption limitation set forth in paragraph 3.2 hereof, upon eight
(8) hours notice to Buyer, during any Peak Period, Seller may fully interrupt
and may curtail the Resale Service. If Buyer uses quantities of Gas in excess of
the quantities authorized by Seller, if any, during periods of interruption or
curtailment in Peak Periods, Seller shall have the right to limit deliveries to
the authorized quantities and all such unauthorized overrun quantities shall be
subject to the penalty provided in PSE&G's Rate Schedule CIG or successor tariff
for Gas used during interruptions.
3.13 Quantity Adjustments. Within twelve (12) Months after the Date of
--------------------
Commercial Operation, Buyer shall have the
-20-
<PAGE>
right to adjust the Contract Quantity of Resale Service Gas to be purchased
hereunder to correspond with the anticipated fuel requirements of the
Cogeneration Facility needed to satisfy Buyer's obligations under the Power
Purchase and Interconnection Agreement, based upon performance, test or
demonstrated results from actual operations of the Cogeneration Facility during
such twelve (12) Month period. Such adjustments shall not exceed [*] Dekatherms
per Day. Every three (3) Annual Periods following the Date of Commercial
Operation, Buyer shall be entitled to adjust the Contract Quantities of Gas to
be purchased hereunder, to correspond with the anticipated fuel requirements of
the Cogeneration Facility, to reflect any anticipated changes in electric power
purchases by Seller under the Power Purchase and Interconnection Agreement. In
no event, however, shall any adjusted quantity be outside a range of plus or
minus [*] Dekatherms per day.
3.14 Exclusivity. Except for the Alternate Fuel purchased pursuant to this
------------
Agreement, Buyer agrees, unless mutually agreed to otherwise, that Natural Gas
transported and/or sold by Seller under this Agreement, including volumes
delivered pursuant to paragraph 3.1 hereof, shall be the sole source of fuel for
the Cogeneration Facility during the term of this Agreement; provided, however,
during periods of service interruption or curtailment by Seller hereunder or
during
-21-
<PAGE>
periods when all of the required firm transportation capacity for Resale Service
is not available, Buyer may purchase and/or have transported Natural Gas or
other fuels from suppliers other than Seller to the extent needed by Buyer to
supplement the quantities of Gas available from Seller hereunder. During such
periods of fuel substitution, Seller will cooperate with Buyer to utilize
Seller's local distribution system on an economically appropriate and non-
discriminatory basis.
3.15 Emergency Curtailments. Seller shall have the right to curtail
-----------------------
deliveries hereunder in the event of an emergency on Transporter(s)' or Seller's
systems which affect service hereunder. Buyer shall be responsible for any
penalties assessed by Transporter(s) or other costs incurred by Seller due to
Buyer's refusal to reduce Natural Gas usage after notification of any such
emergency.
3.16 [*]
-22-
<PAGE>
[*]
ARTICLE 4
RATES AND CHARGES
------------------
4.1 Testing Service. The price per Dekatherm payable by Buyer to Seller for
----------------
the delivery of any Gas for the testing of the Facility prior to the Requested
Service Date shall be equal to [*]. If Seller does not have sufficient
transportation capacity and/or Gas supplies to render service for the testing of
the Facility and Buyer purchases Gas from a third-party for that purpose, the
price per Dekatherm payable
-23-
<PAGE>
by Buyer to Seller for the delivery of such third-party Gas shall be equal to
the sum of:
[*]
[*]
4.2 Resale Service. The price per Dekatherm payable by Buyer for the Resale
--------------
Service in any Month shall be equal to the sum of:
[*]
[*]
[*]
4.3 Extended Gas Service. The price payable by Buyer per Dekatherm for the
---------------------
Extended Gas Service in excess of the Resale Service shall be equal to the sum
of:
[*]
-24-
<PAGE>
[*]
[*]
ARTICLE 5
DELIVERY AND RECEIPT
--------------------
5.1 Receipt Point(s). The Natural Gas to be received by Seller from Buyer
----------------
in connection with the Resale Service hereunder shall be delivered at the
Receipt Point(s).
5.2 Delivery Point. The Natural Gas to be sold by Seller to Buyer in
-------------
connection with the Testing Service, Resale Service and Extended Gas Service
hereunder shall be delivered at the Delivery Point.
5.3 Balancing. The quantity of Natural Gas, less Shrinkage, delivered or
----------
caused to be delivered by Buyer to Seller at the Receipt Point(s) in connection
with the Resale Service hereunder on any Day shall be redelivered by Seller to
Buyer at the Delivery Point, balanced on a heat-content basis. Any monthly
imbalance between Buyer's deliveries at the Receipt Point(s) and Buyer's actual
usage of Natural Gas in connection
-25-
<PAGE>
with the Resale Service shall be kept to a minimum and, in any event, shall not
exceed [*] of Buyer's actual usage of Resale Service Gas
hereunder.
In the event an imbalance between monthly receipts and deliveries exists
hereunder, Buyer and Seller shall immediately take whatever action is required
to eliminate such imbalance within thirty (30) Days after receipt of written
notification of the same. If Buyer's monthly usage of Resale Service Gas at the
Facility varies from Buyer's monthly deliveries of Gas at the Receipt Point(s)
by more than [*] during the period December through March, for any
such variation above [*] Buyer shall be subject to a penalty equal
to the [*] multiplied by such variation. If Buyer's monthly usage of Resale
Service Gas at the Facility varies from Buyer's monthly deliveries of Gas at the
Receipt Point(s) by more than [*] during the period April through
November, for any such variation above [*] Buyer shall be subject to a penalty
of [*] per Dekatherm, as adjusted by changes in Seller's Base Rates as set forth
below.
Buyer shall be responsible on a daily basis for assuring that its
suppliers deliver to Transporter(s) at the Receipt Point(s) the quantity of
Resale Service Gas scheduled by Buyer in its nomination to Seller. Imbalances on
a daily basis between the nominated Resale Service quantities and the quantities
actually used, in excess of [*] of the
-26-
<PAGE>
nominated quantity, shall be subject to a penalty of [*] per Dekatherm. This [*]
penalty shall be adjusted after the first Annual Period or December 31, 1992,
whichever first occurs, with any percentage change in Seller's Base Rates,
relative to the Base Rates which were in effect during the first Annual Period
or 1992, as appropriate.
Buyer shall be obligated to pay the higher of the monthly or daily
penalties assessed by Seller, if any, but shall not be obligated to pay both
penalties. Furthermore, if any imbalance related to Buyer's operations under the
Resale Service hereunder results in any penalties being applied to Seller by
Transporter(s), Seller may elect to make Buyer responsible for such penalties in
lieu of the penalties for imbalances provided in this paragraph 5.3 related to
any such penalty by Transporter(s).
ARTICLE 6
POSSESSION, TITLE, WARRANTY AND LIABILITY
-----------------------------------------
6.1 Transfer at Receipt Point(s). Title to Gas sold by Buyer to Seller in
----------------------------
connection with the Resale Service hereunder will pass from Buyer to Seller at
the Receipt Point(s), unless Buyer and Seller mutually agree to transfer title
at another point. Until the Gas reaches the Receipt Point(s), Buyer will be
deemed to be in exclusive control and possession of, and fully responsible for,
such Gas. After the Gas has reached the Receipt Point(s), Seller will be deemed
to be in exclusive
-27-
<PAGE>
control and possession, and fully responsible for, such Gas until it reaches the
Delivery Point.
6.2 Transfer at Delivery Point. Title to Gas sold by Seller to Buyer in
--------------------------
connection with the Resale Service will pass from Seller to Buyer at the
Delivery Point, unless Buyer and Seller mutually agree to transfer
title at another point. Until the Gas reaches the Delivery Point, Seller will be
deemed to be in exclusive control and possession of, and fully responsible for,
such Gas. After the Gas has reached the Delivery Point, Buyer will be deemed to
be in exclusive control and possession of, and fully responsible for, such Gas.
6.3 Title. Buyer, as to all Gas delivered by it to Seller, and Seller, as
-----
to all Gas delivered by it to Buyer, warrant for themselves, their successors
and assigns, that each will at the time of delivery to the other party, have
good and merchantable title to all such Gas and the good right to deliver such
Gas free and clear of all liens, encumbrances and claims whatsoever, with the
exception of the security interest, if any, in Buyer's Gas held by Financier or
any successors-in-interest. Each party will indemnify the other, defend and save
it harmless from all suits, actions, debts, accounts, damages, costs, losses and
expenses arising from or out of adverse claims to such Gas by any third party or
parties, including claims by any third party or parties for any royalties,
taxes, license fees or charges applicable to such Gas or to the delivery
thereof.
-28-
<PAGE>
6.4 Insurance. Seller shall maintain liability coverage and/or insurance
---------
on its facilities utilized and activities performed in connection with this
Agreement, sufficient to cover the cost of injury sustained by Buyer and caused
by Seller. Buyer shall maintain liability insurance on its facilities utilized
and activities performed in connection with this Agreement, sufficient to cover
the cost of injury sustained by Seller and caused by Buyer.
ARTICLE 7
TERM
----
7.1 Base Term. The term of this Agreement shall be twenty (20) Annual
---------
Periods (herein referred to as "Base Term").
7.2 Extended Term. At the end of the Base Term, the Resale Service shall
-------------
be renewed for two (2) successive five (5) Annual Periods, subject to mutual
agreement of the parties. Such mutual renewal of the Base Term or the first
five-Annual Period renewal term shall be valid only if Seller or Buyer provides
written notice of its intent to renew to the other party at least three (3) full
Annual Periods prior to the expiration of the then-pending term.
7.3 Termination. This Gas Service Agreement shall be subject to
-----------
termination by either party upon thirty (30) Days prior written notice if for
any reason, including force
-29-
<PAGE>
majeure, Commercial Operation of the Facility does not commence by June 1, 1994.
7.4 Termination of Obligations. At the expiration of the initial term or
--------------------------
a renewal term, if applicable, this Agreement and each party's obligation(s)
hereunder shall automatically terminate as of the effective date thereof;
provided, however, expiration of this Agreement shall not relieve either party
from any obligation arising under this Agreement to pay any monies due to the
other party which monetary obligation was incurred prior to the date of
expiration of this Agreement.
ARTICLE 8
ACCOUNTING AND PAYMENT
----------------------
8.1 Payment. By the fifteenth (15th) Day of each Month, Buyer will
-------
calculate all sums payable to it by Seller for deliveries at the Receipt
Point(s) under this Agreement during the preceding Month and will deliver its
invoice to Seller showing thereon full billing details. By the fifteenth (15th)
Day of the Month, Seller will calculate all sums payable to it by Buyer for
services at the Delivery Point during the same period and will deliver its
invoice to Buyer showing thereon full billing details. If Buyer's invoice amount
to Seller exceeds Seller's invoice amount to Buyer, the difference will be due
and payable to Buyer by Seller by the last Day of the Month. If Seller's invoice
to Buyer exceeds Buyer's invoice to Seller, the difference will be deducted from
the amount payable
-30-
<PAGE>
by Seller to Buyer under the Power Purchase and Interconnection Agreement;
provided, however, to the extent any such difference payable to Seller exceeds
the amount payable to Buyer under the Power Purchase and Interconnection
Agreement, said excess shall be payable to Seller by Buyer by the last Day of
the Month. If Buyer or Seller fails to render either invoice by the due date for
such invoice, the relevant due date of the payment by the party receiving such
late notice shall be extended by a corresponding number of Days.
If an index, rate, publication or other source of information required
for the adjustment of any price, charge or credit under this Agreement is
unavailable on the effective date for such adjustment, Seller's or Buyer's
invoice will be calculated using the best available estimate of such adjustment.
When the information necessary for calculation of the actual adjustment becomes
available, such invoice will be recalculated and any net charge or credit
resulting from the recalculation will be reflected on the next month's invoice.
If the current pricing structure applicable to the sale and transportation of
Gas in interstate commerce upon which the pricing determinations for [*]
materially change, the parties agree to modify the method of calculating such
pricing determinations in a
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<PAGE>
manner which will place the parties in the same position as existed prior to the
change.
8.2 Mode of Payment. Each payment under this Agreement will be made by
---------------
interbank wire transfer to the bank address designated in writing by Seller or
Buyer or to such other address as Seller or Buyer may from time to time
designate by written notice.
8.3 Auditing. Each party will have the right at reasonable hours to
--------
examine the books, records, and charts of the other party to the extent
reasonably necessary to verify the accuracy of any invoice, payment,
measurement, calculation, or determination made pursuant to the provisions of
this Agreement; provided, that if any such examination requires access to
confidential information, the release of which would be harmful to Seller's or
Buyer's competitive position, Buyer or Seller, as the case may be, will select
an examiner who is not in a position to benefit from such confidential
information and such examiner will execute an agreement to maintain the
confidentiality of the information to be examined. If any such examination
reveals, or if either party discovers, any error or inaccuracy in its own or the
other party's invoice, calculation, measurement or determination, then proper
adjustment and correction thereof will be made as promptly as practicable
thereafter, except that no adjustment or correction will be made if more than
one year has elapsed since the error or inaccuracy occurred.
-32-
<PAGE>
8.4 Failure to Pay. If either party fails to pay any amount payable to
--------------
the other hereunder when due, interest thereon will accrue and be payable from
the date on which payment was due until the date payment is made. The rate of
such interest will be the Prime Rate published weekdays in the Wall Street
Journal, plus two percent (2%), provided that the interest rate provided herein
may never exceed the highest rate of interest permitted by applicable law. If
any such failure to pay continues for ten (10) Days after receipt of written
protest by the party to whom such amount is due, such party may suspend its
performance under this Agreement and, in addition, if such failure to pay
continues for thirty (30) Days, such party may terminate this Agreement upon
written notice to the other party; provided, however, that if either party in
good faith disputes the amount of any such bill or any part thereof, and pays to
the other party such amount as it concedes to be correct, and at any time
thereafter within ten (10) Days of a demand by the billing party, furnishes good
and sufficient surety bond of Financier or other security acceptable to the
other party, guaranteeing payment to the billing party of the amount in dispute,
then the billing party will not be able to suspend performance under this
Agreement or seek to terminate this Agreement. The exercise of any such right
will be in addition to any and all remedies otherwise available to such party.
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<PAGE>
8.5 Overpayment. If either party pays any amount shown due and owing
-----------
upon the invoice of the other party, and such amount is subsequently determined
by agreement, arbitration or judgment of court not to have been due and owing
when paid, the payee will refund such amount to the paying party together with
interest from the date of payment to the date of refund at a rate equal to the
Prime Rate published weekdays in the Wall Street Journal in existence as of the
date of determination that such refund is due, provided that the interest rate
provided herein may never exceed the highest rate of interest permitted by
applicable law.
ARTICLE 9
MEASUREMENT AND DELIVERY CONDITIONS
-----------------------------------
9.1 Metering. The parties recognize that the Receipt Point(s) are
--------
operated under the control of Transporter(s) and that Gas delivered hereunder
shall be measured by the operation of the facilities at the Receipt Point(s) in
accordance with the Transportation Agreement(s). The measurement and tests to
determine the quality and other characteristics of the Natural Gas shall be
performed by the operator of the facilities at the Receipt Point(s) in
accordance with Transporter(s)' FERC Gas Tariff(s).
Seller and/or Transporter will have installed and maintain at its own
expense such measuring equipment, including
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<PAGE>
a meter of suitable accuracy of a type customarily used in the industry as is
required, to record the quantities and heating content of Gas sold and/or
delivered at the Delivery Point hereunder. Seller and/or Transporter will be
responsible for maintaining the accuracy of such measuring equipment and will
test such equipment at reasonable intervals, or as requested by Buyer, but no
more frequently than once in any sixty (60) Day period, or as permitted by
Transporter. Buyer may have its representatives present at the test of such
equipment. Seller will follow the standards of the BPU and/or Transporter's
tariff, as applicable, with regard to the testing and accuracy of measuring
equipment. Buyer may maintain at its own expense check measuring equipment;
provided, however, Seller's measuring equipment shall be used for all
determinations of quantities delivered hereunder.
9.2 Pressure. Natural Gas delivered to Seller at the Receipt Point(s)
--------
hereunder shall be at a pressure sufficient to enter Transporter(s) facilities
and shall meet Transporter(s) terms and conditions for pressure (including the
maximum allowable operating pressure at each Receipt Point). Natural Gas
delivered by Seller to Buyer at the Delivery Point shall be at Seller's system
operating pressure, which shall be no lower than the lesser of twenty (20) psig
less than Transcontinental Gas Pipeline Company's system operating pressure or
350 psig.
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<PAGE>
9.3 Heating Content. The Dekatherm content of the Gas delivered
---------------
hereunder shall be determined separately for each Receipt Point, each month by
Transporter(s) or the operator of such facility in accordance with standard
testing methods specified in Transporter(s)' FERC Gas Tariff. The results of any
tests by Transporter(s) to determine Dekatherm content shall be corrected to
reflect actual conditions of delivery. In the absence of a mutually agreeable
alternative, the parties agree to rely upon the results of tests conducted by
the Transporter(s).
9.4 Quality. Natural Gas delivered to Seller at the Receipt Point(s) on
-------
Transporter(s)' pipeline systems shall meet the minimum quality specifications
of Transporter(s) specified in the Transportation Agreement(s) and any
applicable provisions of Transporter(s)' FERC Gas Tariffs.
ARTICLE 10
FACILITIES
----------
10.1 Facilities Installation. Seller and/or Transporter shall be required
-----------------------
to construct certain facilities to provide the services contemplated hereunder
to the Cogeneration Facility. Such facilities shall include the construction of
new pipeline facilities from Transporter(s)' systems and upgrading of Seller's
existing pipeline facilities to the Delivery Point, in addition to necessary
metering and
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<PAGE>
regulating devices. The cost of those facilities is estimated to be [*]. It is
estimated that Seller's cost of initial engineering and permits of the subject
facilities shall be [*], of which [*] is on deposit with Seller. Buyer shall
advance to Seller the balance of [*] within thirty (30) Days of Buyer's receipt
of Seller's prior written notice that it is prepared to commence the initial
engineering and permits. This [*] is non-refundable by Seller to Buyer. Upon
thirty (30) Days prior written notice of Seller's intent to commit to spend any
significant sums for the additional permitting and construction of the subject
facilities, Buyer agrees to provide as security an irrevocable letter of credit
payable to Seller for the approximate amount of such estimates. Buyer shall not
be required to provide the additional letters of credit prior to the
Construction Drawdown Date. It is agreed and understood, however, that Seller
shall not be required to proceed with such activities unless and until the
additional letter of credit is provided by Buyer. This obligation and the
letters of credit will be reduced by [*] for every Dekatherm of Gas that Seller
delivers to the Facility. If by the earlier of November 1, 1996, the end of the
first three (3) Annual Periods or at such time that Buyer is no long
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<PAGE>
proceeding with due diligence toward the Commercial Operation of the
Cogeneration Facility, any balance remains under the letters of credit, Buyer
will pay Seller such balance within ten (10) Days from receipt of a written
demand for such payment or, absent payment by this date, Seller may draw upon
the letters of credit for the same, but only up to the amount of expenses
incurred or committed to by Seller for such facilities, less any reductions
provided for herein.
ARTICLE 11
FORCE MAJEURE
-------------
11.1 Definition and Illustrations. The term "force majeure" means an
----------------------------
event (i) that was not within the reasonable control of the party claiming its
occurrence; (ii) that could not have been prevented or avoided by such party
through the exercise of due diligence and reasonable care; and (iii) that
materially impairs the ability of such party to perform its obligations under
this Agreement. Events that may give rise to a claim of force majeure include,
but are not limited to:
(a) Acts of God, earthquakes, epidemics, fires, floods, hurricanes,
landslides, lightning, storms, washouts, freezing of wells or lines
of pipe;
(b) Acts of the public enemy, wars, blockage, insurrections, riots,
civil disturbances and arrests;
(c) Strikes, lockouts or other industrial disturbances;
-38-
<PAGE>
(d) Explosions, breakage, accidents to machinery or lines of pipe;
(e) Inability to obtain or unavoidable delay in obtaining necessary
materials, equipment, easements, franchises or permits;
(f) Failure, for reasons of force majeure, of any entity to deliver gas
under firm contracts, or to transport Gas delivered or to be delivered
under this Agreement;
(g) The order of any court having jurisdiction while the same is in force
and effect;
(h) The imposition by a Governmental Authority of laws, conditions,
limitations, rules or regulations that materially impair the ability of
Buyer or Seller to perform its obligations under this Agreement, including,
but not limited to, actions or inactions restricting the ability of Buyer
or Seller to acquire Gas or obtain transportation of Gas;
(i) The imposition by an operator of facilities (other than the facilities
of Buyer or Seller), at any point at which Gas to be purchased and sold
under this Agreement is received by or delivered to Buyer or Seller, of
quality and pressure conditions that materially impair the ability of
either Buyer or Seller to perform its obligations under this Agreement;
(j) The occurrence of any event of "force majeure" under Article XVIII of
the Power Purchase and Interconnection Agreement; and
(k) Seller's or Buyer's inability to extend or reestablish firm
transportation or supply agreements during the term of this Agreement
sufficient to provide the services hereunder.
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<PAGE>
11.2 Notice and Suspension. If an occurrence of force majeure renders
---------------------
either party wholly or partially unable to carry out its obligations under this
Agreement, such party will promptly give the other party notice and full
particulars of the occurrence in writing or by telecopier or telegraph. The
obligations of both parties under this Agreement will be suspended to the extent
that they are affected by the occurrence. Such suspension will be effective only
during the continuance of the inability to perform caused by the force majeure
occurrence, and will not apply to the obligation to pay when due any charges
accrued prior to the event of force majeure under this Agreement, to Buyer's
obligation to reimburse Seller for any [*] applicable to the Resale Service for
force majeure occurrences of [*] or less duration, or to Buyer's obligations
under paragraphs 3.9, 3.10 and 10.1 hereof.
11.3 Remedial Actions. A party claiming force majeure as grounds for
----------------
suspension of its performance under this Agreement shall proceed with due
diligence and with all reasonable dispatch to remedy the cause of its inability
to perform and to put itself in position to resume its obligations.
11.4 Settlements of Disputes. The requirement of this Article that an
-----------------------
inability to perform caused by an event of force majeure be remedied with all
reasonable dispatch does not obligate a party to settle a strike, lockout or
other
-40-
<PAGE>
industrial dispute or disturbance by acceding to the demands of an opposing
party. Any such settlement will be entirely within the discretion of the party
having the difficulty.
11.5 Termination Rights. If an occurrence of force majeure renders Buyer
------------------
unable to carry out its obligations hereunder and such inability continues for a
period of [*] following such occurrence, Seller shall have the right to
terminate this Agreement upon thirty (30) days prior written notice to Buyer and
Financier; provided, however, Seller shall not have the right to terminate this
Agreement until three (3) years following such occurrence, assuming Buyer's
inability to perform continues during that period, if Buyer pays Seller on a
monthly basis after such [*] period Seller's [*] allocable to the Contract
Quantity. If an occurrence of force majeure renders Seller unable to carry out
its obligations hereunder and such inability continues for a period of [*]
following such occurrence, Buyer shall have the right to terminate that portion
of the service that has been suspended by reason of the force majeure, upon
thirty (30) days prior written notice to Seller.
11.6 Inapplicability to Letters of Credit. The provisions of this Article
------------------------------------
11 shall not apply to or in any way diminish Buyer's obligation to furnish, or
Seller's rights to draw upon, the letters of credit provided by Buyer under this
Agreement.
-41-
<PAGE>
ARTICLE 12
LIMITATION OF LIABILITY
-----------------------
12.1 Liability. Neither party nor its officers, directors, partners,
---------
agents, servants, employees, affiliates, parent, subsidiaries or respective
successors or assigns shall be liable to the other party for claims for
punitive, incidental, special, indirect or consequential damages ("Damages")
whether such claim is based on a cause of action based in warranty, negligence,
strict liability, contract, operation of law or otherwise, except where such
Damages arise out of, relate to or result from the gross negligence of, or the
willful disregard by, a party of an obligation under this Agreement.
12.2 Hold Harmless. Each party shall hold harmless the other party, its
-------------
parent company, subsidiaries, affiliates, successors and assigns, as well as all
other corporations substantially all of whose stock is owned directly or
indirectly by the parties and each and every of its past, present or future
officers from and against any and all third-party loss, cost, or expense
(including reasonable attorney's fees) arising from any act or failure to act by
such party related to this Agreement.
ARTICLE 13
DEFAULTS; RIGHT TO CURE
-----------------------
13.1 Defaults. Except as otherwise provided for herein, if either Buyer or
--------
Seller shall fail to perform any obligations
-42-
<PAGE>
imposed upon it under this Agreement (except where such failure shall be excused
under other provisions hereof), then in such event the party not in default may,
at its option (without waiving any other remedy for breach thereof), notify in
writing the party in default (and the Financier, if the defaulting party is
Buyer), stating specifically the nature of the default and declaring it to be
the intention of the party giving such notice to cancel the Agreement if the
default is not cured as hereinafter provided. The party in default shall have
thirty (30) Days after receipt of the aforesaid notice in which to remedy or
remove the cause or causes stated in the notice. If within said thirty (30)
Days, the party in default removes or remedies said cause or causes, or if such
default is of the nature that it would be unreasonable to effect a cure within
such thirty (30) Day period and the defaulting party has commenced and is
diligently pursuing such cure and fully indemnifies the party not in default,
subject to the provisions of paragraph 12.1, then this Agreement shall remain in
full force and effect.
13.2 Termination. Except as otherwise provided herein, if the party in
-----------
default does not remedy and remove the cause or causes stated in such notice
within said thirty (30) Days, or does not indemnify the party not in default,
then this Agreement, at the option of the non-defaulting party, shall be
terminated and be of no further force or effect from and after the expiration of
said thirty (30) Day period.
-43-
<PAGE>
Any terminations of this Agreement pursuant to paragraph 13.2 shall be
without prejudice to the right of the party not in default to collect any
amounts then due it and without waiver of any other remedy to which the party
not in default may be entitled for breach of this Agreement.
ARTICLE 14
ACTIONS REQUIRED TO SATISFY CERTAIN CONDITIONS
----------------------------------------------
14.1 General. Certain of the obligations of both parties set forth herein
-------
are subject to the approval or authorization of regulatory and/or governmental
authorities. Buyer and Seller agree to act with due diligence and cooperate with
each other in seeking such approvals or authorizations.
14.2 BPU Approval. All of Seller's obligations set forth herein are
------------
subject to approval by the BPU upon terms and conditions acceptable to the
parties in their sole discretion. Seller agrees in seeking such approval to
request the BPU to approve, in toto, all of the terms, conditions and rates set
-- ----
forth in this Agreement and to find, specifically, that such terms, conditions
and rates are reasonable for the term hereof, including any extensions thereof.
14.3 Regulatory Authorizations and Governmental Permits. Certain of
--------------------------------------------------
Seller's obligations set forth herein, particularly those set forth in paragraph
2.2(a) hereof, are subject to the receipt of regulatory authorizations and
governmental permits. The parties agree that the terms and conditions of such
orders,
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<PAGE>
permits and authorizations must be acceptable to all parties in their sole
discretion.
Upon Seller's receipt of any regulatory authorization or governmental
permit that has a potential adverse impact on Buyer, Seller shall transmit to
Buyer a copy of such authorization or permit within ten (10) Days of receipt
thereof, and Buyer shall, within fifteen (15) Days of its receipt thereof, give
notice to Seller whether the terms and conditions of such authorization are
satisfactory to Buyer, and, thereafter, immediately following Seller's
acceptance or rejection of such authorization, Seller shall give notice to Buyer
of its acceptance or rejection. Seller shall also provide Buyer with copies of
all long-term firm Transportation Agreements with Transporter(s) for quantities
in excess of twenty-five thousand (25,000) Dekatherms per Day, and copies of
related certificate and abandonment applications of Transporter(s) filed with
the FERC.
14.4 Construction of Facilities. Certain of Seller's obligations are
--------------------------
subject to the construction and placing in service of specific facilities. To
the extent Seller is responsible for such construction, Seller agrees, subject
to satisfaction of any other applicable conditions, to act with due diligence in
constructing and placing in service such facilities after the receipt of the
letters of credit required in paragraph 10.1.
-45-
<PAGE>
Within sixty (60) Days of Seller's execution of this Agreement, Seller
shall furnish Buyer a schedule showing its best estimate of the dates by which
(i) permits will have been received for the construction of the facilities
covered hereby, (ii) construction of such facilities will have been completed
and (iii) such facilities will have been in service. Seller shall notify Buyer
of any material changes in the schedule provided hereunder. The parties shall
mutually cooperate and use reasonable efforts to have such facilities (or other
facilities having less volumetric capacity) in service to permit testing of the
Facility by February 1, 1993.
To the extent that Transporter(s) are responsible for the construction
of any required facilities, Seller agrees to act with due diligence to cause
Transporter(s) to construct and place in service such facilities. Commencing
January 1, 1992, Seller shall provide Buyer with quarterly reports as to the
status of any regulatory authorizations required by Transporter(s) to permit
Seller to render the services hereunder and as to the progress of any
construction of facilities by Transporter(s), equivalent to reports given to
Seller's managements, until such facilities are in-service.
14.5 Mutual Cooperation. Both parties agree to cooperate with each other
------------------
and to keep each other informed regarding their progress in carrying out their
respective obligations under this Agreement.
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<PAGE>
ARTICLE 15
ASSIGNMENT OF INTERESTS
-----------------------
15.1 Assignment of Interests. Either party may, without relieving itself
-----------------------
of its obligations under this Agreement, assign any of its rights hereunder to
an entity with which it is affiliated, but otherwise no assignment of this
Agreement or any of the rights or obligations hereunder shall be made unless
there first shall have been obtained the consent thereto in writing of the other
party, which consent shall not be unreasonably withheld. Any successor-in-
interest of Buyer or Seller shall be entitled to the rights and shall be subject
to the obligations of its predecessor-in-interest under this Agreement. It is
agreed, however, that the restrictions on assignment contained in this paragraph
shall not in any way prevent either party to this Agreement from pledging,
mortgaging or assigning its rights hereunder as security for its indebtedness to
a Financier. In connection therewith, Seller will execute an appropriate consent
to any such pledge, mortgage or assignment as reasonably requested by such
Financier. In addition, Seller will execute an appropriate consent in favor of
any limited partner of Buyer as reasonably requested by Financier. Any such
consent will acknowledge, in effect, that this Agreement has been duly
authorized and is valid and enforceable against Seller and that this Agreement
is in full force and effect, that Seller will not agree to any amendment to this
Agreement without such Financier's approval
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<PAGE>
in writing, which approval shall not be unreasonably withheld by the Financier,
that Seller will make all payments due to Buyer hereunder in accordance with the
instructions of the Financier, that Seller will not terminate this Agreement by
reason of Buyer's default, by reason of force majeure or under paragraph 3.9
hereof, without giving the Financier notice of default and notice of termination
and the same opportunity to cure provided to Buyer under this Agreement (plus
any longer period as may be necessary, not to exceed [*], if the Financier in
good faith is endeavoring to obtain possession of the Facility and pays
Seller's [*] for the Contract Quantity during such period), that Seller will
deliver to the Financier a copy of each notice of default and notice of
termination at the same time that such notice is delivered to Buyer, and that in
the event the Financier exercises its rights under its loan, partnership or
lease documentation with Buyer, Seller will accept performance by the Financier
or any successor or assign thereof, provided that the Financier or any such
successor or assign pays all sums then due to Seller hereunder and is also
otherwise in compliance with this Agreement, as Seller may consent to in
writing, which consent shall not be unreasonably withheld. Seller hereby agrees
that its consent shall not be required with respect to any assignment to a
Financier or any affiliated or related entity of Financier.
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<PAGE>
ARTICLE 16
ECONOMIC CHANGES
----------------
16.1 Rate Changes. At least five (5) Days prior to the beginning of each
------------
month, Seller will provide to Buyer its calculation of the [*], and the [*], and
at least five (5) Days prior to each November 1, its calculation of the [*] and
other appropriate pricing determinations. The rates included in such calculation
shall be effective the first Day of the next month, provided, however, that if
Buyer challenges such rates, the rates shall nevertheless be effective on the
first Day of the Month but shall be collected subject to refund within thirty
(30) Days of a final BPU determination of the proper rates that comply with this
Agreement.
16.2 [*]
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<PAGE>
[*]
16.3 Amendment of Power Purchase and Interconnection Agreement.
----------------------------------------------------------
In the event Buyer and Seller amend their Power Purchase and
Interconnection Agreement in a manner which has a material economic impact on
Seller hereunder, particularly any amendment that would in any way affect the
amount of Gas to be used in the Facility, or otherwise agree to sell and
purchase less than the quantities of power provided in Article II of the Power
Purchase and Interconnection Agreement, as of the date of this Agreement, Buyer
and Seller shall have the right to renegotiate this Agreement so as to place
Buyer and Seller in substantially the same economic positions that they
experienced prior to the amendment of the Power Purchase and Interconnection
Agreement. Buyer agrees to give Seller reasonable prior notice before amending
the Power Purchase and Interconnection Agreement and provide Seller with a copy
of any amendment within ten (10) Days of its execution.
-50-
<PAGE>
16.4 Letter of Credit. Any letter of credit provided by Buyer hereunder
----------------
as security for Buyer's obligations to Seller shall be subject to the prior
review and approval of Seller and shall contain terms and conditions reasonably
acceptable to Seller. Other than Financier, the issuers of such security shall
also be subject to Seller's prior approval, which approval shall not be
unreasonably withheld.
ARTICLE 17
NOTICES AND ADDRESSES
---------------------
17.1 Any notice, request, demand, statement or payment provided for in
this Agreement shall be sent to the parties hereto at the following addresses:
BUYER: CAMDEN COGEN, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Attn: H. Fred Levine
Telecopier: (713) 951-7745
Twenty-four Hour Dispatch Contact:
----------------------------------
During Business Hours: Lawrence D. Thomas
After Business Hours: H. Fred Levine
Payment, Wire Transfer:
CAMDEN COGEN, L.P.
(to be provided)
-------------------------------------------
-------------------------------------------
SELLERS: Notices:
--------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
80 Park Plaza
25th Floor
Newark, NJ 07101
Attn: Vice President Gas Supply
Telecopier: (201) 643-8385
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<PAGE>
Twenty-four Hour Dispatch Contact:
----------------------------------
During Business Hours: (201) 430-5075
After Business Hours: (201) 430-5075
Payment, Wire Transfer:
-----------------------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(to be provided)
-------------------------------------------
-------------------------------------------
Any notice, request or demand shall be deemed to have been made
hereunder at such time as same has been deposited and stamped in registered
United States mail, postage prepaid; provided, that notices required under
paragraph 3.12 shall be given first by telephone or radio and then confirmed
immediately by telecopier, telex or other rapid transmittal system; and provided
further that notices under paragraph 3.11 shall be given by telecopier, telex,
or other similar rapid transmittal system, and such notices shall be deemed to
have been given on the Day or at the hour, as appropriate, sent by such rapid
transmittal system. Either party may change addresses under this Article 17 by
giving prior written notice to the other party.
ARTICLE 18
MISCELLANEOUS
-------------
18.1 This Agreement shall be governed by the laws of the State of
New Jersey.
18.2 This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters set forth herein. This Agreement may be
executed in any number of
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<PAGE>
counterparts, each of which shall be deemed to be an original of this Agreement.
18.3 The failure of either party hereto to exercise any right granted
hereunder shall not impair nor be deemed as a waiver of such party's privilege
of exercising such right at any subsequent time or times.
18.4 All headings appearing herein are for convenience only, and shall
not be considered a part of this Agreement for any purpose or as in any way
interpreting, construing, varying, altering or modifying this Agreement or any
of the provisions hereof.
18.5 No modification or amendment to this Agreement shall be effective,
unless such modification or amendment is in writing and signed by the parties
hereto.
18.6 The terms of this Agreement and information disclosed pursuant to
this Agreement, including but not limited to the price paid for Natural Gas,
shall be kept confidential by Seller and Buyer, (a) except to the extent any
information must be disclosed to (i) Transporter(s) for the purpose of
effectuating transportation of the Natural Gas sold and purchased under this
Agreement and (ii) any person or entity for the purpose of evaluating a
financial participation in the Facility or in the financing of equity
investments in Buyer, and (b) except as required by law, regulation or request
of Governmental Authority.
18.7 Seller shall cooperate with Buyer in connection with Buyer's
efforts to purchase gas for the Resale Service
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<PAGE>
hereunder and, at Buyer's request, shall utilize reasonable efforts to make
their representatives available to meet with potential Natural Gas suppliers
identified by Buyer for that purpose.
18.8 If the date of any payment obligation hereunder should occur on a
Saturday, Sunday or holiday, then such obligation shall be deferred until the
next business Day thereafter.
ARTICLE 19
ARBITRATION
-----------
19.1 Unless provided otherwise in this Agreement, if any dispute arises
hereunder which cannot be resolved by the parties, the matter shall be referred
to an arbitration panel of three (3) persons having knowledge and experience in
connection with similar Gas supply and service agreements for resolution. The
panel shall be selected within thirty (30) Days of written notice of the dispute
and shall be comprised of one (1) member selected by Buyer, one (1) selected by
Seller and one (1) jointly selected by the arbitrators selected by Buyer and
Seller. Any arbitration proceeding shall be conducted in accordance with
procedures established by the American Arbitration Association. The decision of
the arbitrators shall be issued within sixty (60) Days of the commencement of
the proceeding and shall be binding on the parties, subject to any necessary
regulatory approvals.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in duplicate by their respective duly authorized corporate
officers effective as of the day and year first above written.
SELLER:
------
WITNESS: PUBLIC SERVICE ELECTRIC AND GAS COMPANY
/s/ John J. Davis By /s/ Rudolph D. Stys
- ------------------------- --------------------------------
Title: Senior Vice President - Gas
BUYER
-----
CAMDEN COGEN, L.P.
(D/B/A Cogen Technologies Inc.)
WITNESS: By /s/ H. Fred Levine
---------------------------
/s/ Martha Calvert Title: Vice President
- ---------------------------
55
<PAGE>
STATE OF NEW JERSEY, COUNTY OF Hunterdon, ss.
On this the 15th day of May, 1991, before me, Barbara Cudzynowski, the
undersigned officer, personally appeared, Rudolph D. Stys, known to me to be
the person whose name subscribed to the within instrument and acknowledged that
Public Service Electric and Gas Company executed the same for the purposes
therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Barbara Cudzynowski
- --------------------------------
Notary
Notary Public in and for the State of New Jersey.
-56-
<PAGE>
STATE OF TEXAS, COUNTY OF HARRIS, ss.
On this the 10th day of July, 1991, before me, Estaleeta Watson, the
undersigned officer, personally appeared, H. Fred Levine, known to me to be the
person whose name subscribed to the within instrument and acknowledged that he,
as Vice President of Cogen Technologies Camden, Inc., the General Partner of
Camden Cogen, L.P., executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ ESTALEETA WATSON
- ---------------------------
Notary
Notary Public in and for the State of Texas.
-57-
<PAGE>
EXHIBIT A
---------
[*]
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 1
EXHIBIT B
BASE RATES
----------
TARIFF
FOR
GAS SERVICE
APPLICABLE IN
TERRITORY SERVED AS SHOWN ON
SHEET NOS. 3 THROUGH 5 OF THIS TARIFF
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
GENERAL OFFICES
80 PARK PLAZA
NEWARK, NEW JERSEY 07101
DATE OF ISSUE: NOVEMBER 14, 1986 EFFECTIVE: OCTOBER 31
ISSUED BY FREDRICK R. DE SANTI, SENIOR VICE PRESIDENT--CUSTOMER OPERATIONS
80 PARK PLAZA, NEWARK, NEW JERSEY 07101
FILED PURSUANT TO ORDER OF BOARD OF PUBLIC UTILITIES, DATED OCTOBER 31, 1986
IN DOCKET NOT. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY Fourth Revised Sheet No. 2
Superseding
P.U.C.N.J. No. 10 GAS Third Revised Sheet No. 2
TABLE OF CONTENTS
Title Page..........................................................Sheet No. 1
Table of Contents...................................................Sheet No. 2
Territory Served..................................Sheets Nos. 3 to 5, inclusive
Standard Terms and Conditions....................Sheets Nos. 6 to 18, inclusive
Levelized Gas Adjustment...........................................Sheet No. 19
Commodity Charge Applicable to Rate Schedule ISG..................Sheet No. 19A
Commodity Charge Applicable to Rate Schedule CIG..................Sheet No. 19C
RATE SCHEDULES AS LISTED BELOW:
RATE SHEET
APPLICABLE TO ENTIRE TERRITORY SERVED FOR: SCHEDULE NO.
Residential Service........................................ RSG 20
General Service............................................ GSG 22
Large Volume Service....................................... LVG 23
Street Lighting Service.................................... SLG 24
Interruptible Service...................................... ISG 27
Cogeneration Interruptible Service......................... CIG 36
Firm Transportation Gas Service...........................TSG-F 40
Non-Firm Transportation Gas Service......................TSG-NF 43
Date of Issue: November 5, 1990 Effective: November 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1990
in Docket No. GR90070649J
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 3
TERRITORY SERVED
BERGEN COUNTY
Allendale, Borough of Ridgefield Park, Village of
Alpine, Borough of Ridgewood, Village of
Bergenfield, Borough of River Edge, Borough of
Bogota, Borough of River Vale, Township of
Carlstadt, Borough of Rochelle Park, Township of
Cliffside Park, Borough of Rockleigh, Borough of
Closter, Borough of Rutherford, Borough of
Cresskill, Borough of Saddle Brook, Township of
Demarest, Borough of Saddle River, Borough of
Dumont, Borough of South Hackensack, Township of
East Rutherford, Borough of Teaneck, Township
Edgewater, Borough of Tenafly, Borough of
Elmwood Park, Borough of Teterboro, Borough of
Emerson, Borough of Upper Saddle River, Borough of
Englewood, City of Waldwick, Borough of
Englewood Cliffs, Borough of Wallington, Borough of
Fair Lawn, Borough of Washington, Township of
Fairview, Borough of Westwood, Borough of
Fort Lee, Borough of Woodcliff Lake, Borough of
Franklin Lakes, Borough of Wood-Ridge, Borough of
Garfield, City of Wyckoff, Township of
Glen Rock, Borough of
Hackensack, CIty of BURLINGTON COUNTY
Harrington Park, Borough of
Hasbrouck Heights, Borough of Beverly, City of
Haworth, Borough of Bordentown, City of
Hillsdale, Borough of Bordentown Township of
Ho-Ho-Kus, Borough of Burlington, City of
Leonia, Borough of Chesterfield, Township of
Little Ferry, Borough of Cinnaminson, Township of
Lodi, Borough of Delanco, Township of
Lyndhurst, Township of Delran, Township of
Mahwah, Township of Eastampton, Township of
Maywood, Borough of Edgewater Park, Township of
Midland Park, Borough of Evesham, Township of
Montvale, Borough of Fieldsboro, Borough of
Moonachie, Borough of Florence, Township of
New Milford, Borough of Hainesport, Township of
North Arlington, Borough of Lumberton, Township of
Northvale, Borough of Mansfield, Township of
Norwood, Borough of Maple Shade, Township
Oakland, Borough of Medford, Township of
Old Tappan, Borough of Moorestown, Township of
Oradell, Borough of Mount Holly, Township of
Palisades Park, Borough of Mount Laurel, Township of
Paramus, Borough of New Hanover, Township of
Park Ridge, Borough of North Hanover, Township of
Ramsey, Borough of Palmyra, Borough of
Ridgefield, Borough of Pemberton Borough of
Pemberton, Township of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMAPNY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 4
TERRITORY SERVED
(CONTINUED)
BURLINGTON COUNTY - CONTINUED South Orange, Village of
Verona, Borough of
Riverside, Township of West Caldwell, Borough of
Riverton , Borough of West Orange, Town of
Southampton, Township of
Springfield, Township of GLOUCESTER COUNTY
Westampton, Township of
Willingboro, Township Deptford, Township of
Woodland, Township of National Park, Borough of
Wrightstown, Borough of West Deptford, Township of
Westville, Borough of
CAMDEN COUNTY Woodbury, City of
Audubon, Borough of HUDSON COUNTY
Audubon Park, Borough of
Barrington, Borough of Bayonne, City of
Bellmawr, Borough of East Newark, Borough of
Brooklawn, Borough of Guttenberg, Town of
Camden, City of Harrison, Town of
Cherry Hill, Township of Hoboken, City of
Collingswood, Borough of Jersey City, City of
Gloucester, City of Kearny, Town of
Haddon, Township of North Bergen, Township of
Haddonfield, Borough of Secaucus, Town of
Haddon Heights, Borough of Union City, City of
Lawnside, Borough of Weehawken, Township of
Merchantville, Borough of West New York, Town of
Mount Ephraim, Borough of
Oaklyn, Borough of HUNTERDON COUNTY
Pennsauken, Township
Tavistock, Borough of East Amwell, Township of
Wook-Lynne, Borough of Readington, Township of
Tewksbury, Township of
ESSEX COUNTY
MERCER COUNTY
Belleville, Town of
Bloomfield, Town of East Windsor, Township of
Caldwell, Borough of Ewing, Township of
Cedar Grove, Township of Hamilton, Township of
East Orange, City of Hightstown, Borough of
Essex Falls, Borough of Lawrence, Township of
Fairfield, Borough of Princeton, Borough of
Glen Ridge, Borough of Princeton, Township of
Irvington, Town of Trenton, City of
Livingston, Township Washington, Township of
Maplewood, Township of West Windsor, Township of
Millburn, Township of
Montclair, Town of MIDDLESEX COUNTY
Newark, City of
North Caldwell, Borough of Cranbury, Township of
Nutley, Town of Dunellen, Borough of
Orange, City of East Brunswick, Township of
Roseland, Borough of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMAPNY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 5
TERRITORY SERVED
(CONTINUED)
MIDDLESEX COUNTY-COUNTINUED OCEAN COUNTY
Edison, Township of Plumsted, Township of
Helmetta, Borough of
Highland Park, Borough of PASSAIC COUNTY
Jamesburg, Borough of
Madison, Township of Bloomingdale, Borough of
Middlesex, Borough of Clifton, City of
Milltown, Borough of Haledon, Borough of
Monroe, Township of Hawthorne, Borough of
New Brunswick, City of Little Falls, Township of
North Brunswick, Township of North Haledon, Borough of
Piscataway, Township of Passaic, City of
Plainsboro, Township of Paterson, City of
Sayreville, Borough of Pompton Lakes, Borough of
South Amboy, City of Prospect Park, Borough of
South Brunswick, Township of Ringwood, Borough of
South Plainfield, Borough of Totowa, Borough of
South River, Borough of Wanaque, Borough of
Spotswood, Borough of Wayne, Township of
West Milford, Township of
MONMOUTH COUNTY West Paterson, Borough of
Allentown, Borough of SOMERSET COUNTY
Millstone, Township of
Roosevelt, Borough of Bedminster, Township of
Upper Freehold, Township of Bernards, Township of
Bernardsville, Borough of
MORRIS COUNTY Bound Brook, Borough of
Branchburg, Township of
Butler, Borough of Bridgewater, Township of
Chatham, Borough of Far Hills, Borough of
Chatham, Township of Franklin, Township of
Chester, Borough of Green Brook, Township of
Chester, Township of Hillsborough, Township of
Denville, Township of Manville, Borough of
East Hanover, Township of Millstone, Borough of
Florham Park, Borough of Montgomery, Township of
Hanover, Township of North Plainfield, Borough of
Harding, Township of Peapack-Gladstone, Borough of
Jefferson, Township of Raritan, Borough of
Kinneton, Borough of Rocky Hill, Borough of
Madison, Borough of Somerville, Borough of
Mendham, Borough of South Bound Brook, Borough of
Mendham, Township of Warren, Township of
Morris, Township of Watchung, Borough of
Morris Plains, Borough of
Morristown, Town of UNION COUNTY
Parsippany-Troy Hills, Township of
Passaic, Township of Berkeley Heights, Township of
Pequannock, Township of New Providence, Borough of
Randolph, Township of Plainfield, City of
Riverdale, Borough of Springfield, Township of
Summit, City of
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 6
SUPERSEDING
P.U.N.C.J. No. 10 GAS FIRST REVISED SHEET NO. 6
STANDARD TERMS AND CONDITIONS-INDEX
Sheet
No.
1. GENERAL.............................................................. 7
2. OBTAINING SERVICE.................................................... 7
2.1. Application................................................... 7
2.2. Selection of Rate Schedule................................... 7
2.3. Deposit and Guarantee........................................ 8
2.4. Main Extensions.............................................. 8
2.5. Service Connections.......................................... 8
2.6. Permits...................................................... 8
2.7. Temporary Service............................................ 8
3. EXTENSION OF DISTRIBUTION MAINS...................................... 8
3.1. General....................................................... 8
3.2. Individual Residential Customer............................... 9
3.3. Residential Land Developer.................................... 9
3.4. Commercial and Industrial..................................... 9
4. CHARACTERISTICS OF SERVICE........................................... 10
4.1. Standard Service Supply....................................... 10
4.2. Heat Measurement and Billing Units............................ 10
4.3. Standard Pressure............................................. 10
5. SERVICE CONNECTIONS.................................................. 10
5.1. General....................................................... 10
5.2. Service Connection Charges.................................... 10
5.3. Change in Location of Existing Service Pipe................... 10
6. METERS AND ASSOCIATED EQUIPMENT...................................... 11
6.1. General....................................................... 11
6.2. Seals......................................................... 11
6.3. Protection of Meter and Service Equipment..................... 11
6.4. Public Service to Turn on Gas................................. 11
6.5. Change in Location of Meters and Associated Equipment......... 11
6.6. Tampering..................................................... 11
7. CUSTOMER'S INSTALLATION.............................................. 12
7.1. General....................................................... 12
7.2. Piping........................................................ 12
7.3. Utilization Apparatus......................................... 12
7.4. Back Pressure and Suction..................................... 12
7.5. Maintenance of Customer's Installation........................ 12
7.6. Appliance Adjustments......................................... 12
7.7. Adequacy and Safety of Installation........................... 12
7.8. Liability for Customer's Installation......................... 12
8. METER READING AND BILLING............................................ 12
8.1. Measurement of Gas Used....................................... 12
8.2. Correction for Pressure....................................... 13
8.3. Separate Billing for Each Installation........................ 13
8.4. Metering on Customer's Premises............................... 13
8.5. Testing of Meters............................................. 14
8.6. Billing Adjustments........................................... 14
8.7. Meter Reading and Billing Period.............................. 14
8.8. Proration of Monthly Charges.................................. 14
8.9. Averaged Bills................................................ 14
8.10. Budget Plan................................................... 14
8.11. Billing of Charges in Tariff.................................. 14
8.12. Payment of Bills.............................................. 14
8.13. Late Payment Charge........................................... 14
8.14. Returned Check Charge......................................... 14
9. LEAKAGE............................................................. 15
10. ACCESS TO CUSTOMER'S PREMISES....................................... 15
11. DISCONTINUANCE OF SERVICE........................................... 15
11.1. By Public Service............................................. 15
11.2. At Customer's Request......................................... 16
12. RECONNECTION CHARGE................................................. 16
13. SERVICE LIMITATIONS................................................. 17
13.1. Continuity of Service......................................... 17
13.2. Emergencies................................................... 17
13.3. Unusual Conditions............................................ 17
14. TERMINATION, CHANGE, OR MODIFICATION OF PROVISIONS OF TARIFF........ 17
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 7
SUPERSEDING
P.U.N.C.J. No. 10 GAS FIRST REVISED SHEET NO. 7
STANDARD TERMS AND CONDITIONS
1. GENERAL
These Standard Terms and Conditions, filed as a part of the gas tariff of Public
Service Electric and Gas Company, hereinafter referred to as "Public Service,"
set forth the terms and conditions under which gas service will be supplied and
govern all classes of service to the extent applicable, and are made a part of
all agreements for the supply of gas service unless specifically modified in a
particular rate schedule.
No representative of Public Service has authority to modify any provision
contained in this Tariff or to bind Public Service by any promise or
representation contrary thereto.
The benefits and obligations under an application or agreement for service shall
begin when Public Service makes gas service available to the customer.
Standard agreements to supply gas service shall be in accordance with the rate
schedule and shall be based upon plant facilities which are sufficient for safe,
proper, and adequate service. Public Service may require agreements for a longer
term than specified in the rate schedule, may require contribution toward the
investment, and may establish such Minimum Charges and Facilities Charges as may
be equitable under the circumstances involved where: (1) large or special
investment is necessary for the supply of service; (2) capacity required to
serve customer's equipment is out of proportion to the use of gas service for
occasional, intermittent, or low load factor purposes, or is for short
durations.
Publications set forth by title in sections of these Standard Terms and
Conditions are incorporated in the Tariff by reference.
2. OBTAINING SERVICE
2.1. Application: An application for gas service may be made at any of the
Customer Service Centers of Public Service in person, by mail, or by
telephone. Forms for application for service, when required together with
terms and conditions and rate schedules, will be furnished upon request.
Customers shall state, at the time of making application for service, the
conditions under which service will be required and customer may be
required to sign an agreement or other form then in use by Public Service
covering special circumstances for the supply of gas service. Data
requested from customers may include proof of identification such as a
Driver's License, as well as copies of leases, deeds and corporate
charters. Such information shall be considered confidential.
Public Service may reject applications for service where such service is
not available or where such service might affect the supply if gas to other
customers or for failure of customer to agree to comply with any of these
Standard Terms and Conditions.
See also Section 13 Service Limitations, of these Standard Terms and
Conditions.
2.2. Initial Selection of Rate Schedule: Public Service will assist in the
selection of the available schedule which is most favorable from the
standpoint of the customer. Any advice given by Public Service will
necessarily be based on customer's written statements detailing his
proposed operative conditions.
Customer may, upon written notice to Public Service within three months
after service is begun elect to change and to receive service under any
other available rate schedule. Public Service will furnish service to and
bill the customer under the rate schedule so selected from the date of last
schedule meter reading, but no further change will be allowed during the
next twelve months.
2.2.1. Change of Rate Schedule: Subsequent to initial selection of a rate
schedule, customer shall notify Public Service in writing of any change
in his use of service which might affect the selection of a rate schedule
or provision within a rate schedule. Any change in schedule of provision
be applicable if permitted to the next regular billing subsequent to such
notification.
Date of Issue: February 20, 1987 Effective: February 16, 1987
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated February 13, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 8
P.U.N.C.J. No. 10 GAS SUPERSEDING
FIRST REVISED SHEET NO. 8
STANDARD TERMS AND CONDITIONS
(Continued)
2.3. DEPOSIT AND GUARANTEE: Where Public Service deems it necessary, a
deposit or other guarantee satisfactory to Public Service may be
required as security for the payment of future and final bills before
Public Service will commence or continue to render service, or
perform necessary preliminary work prior to meter installation.
A deposit may be required from a customer equal to the estimated
bills which would accrue for two months' service at the applicable
rate schedule. A customer taking service for a period of less than
thirty days may be required to deposit an amount equal to the
estimated bill for such temporary period.
Upon closing any account, the balance of any deposit remaining after
the closing bill for service has been settled, shall be returned
promptly to the depositor with interest due. Deposits shall cease to
bear interest upon discontinuance of service.
Public Service shall review a residential customer's account at least
once every year and a non-residential customer's account at least
once every 2 years. If such review indicates that the customer has
established credit satisfactory to Public Service, then the
outstanding deposit shall be refunded to the customer.
In accordance with N.J.A.C. 14:3-7.5(c), simple interest at a rate
equal to the average yields on new six-month Treasury Bills for the
twelve month period ending each September 30 shall be paid by Public
Service on all deposits held by it, provided the deposit has remained
with Public Service for at least 3 months. Said rate, which shall be
rounded up or down to the nearest half percent, shall be determined
by the Board of Public Utilities, and shall become effective on
January 1 of the following year.
Interest payments shall be made at least once during each 12-month
period in which a deposit is held and shall take the form of credits
on bills toward utility service rendered or to be rendered, for
residential accounts.
A deposit is not a payment or part payment of any bill for service,
except that on discontinuance of service Public Service may apply
said deposit against unpaid bills for service, and only the remaining
balance of the deposit will be refunded. Public Service shall read
the meters and ascertain that the obligations of the customer have
been fully performed before being required to return any deposit. To
have service resumed, customer will be required to restore deposit to
original amount.
2.4. MAIN EXTENSIONS: The customer may be required to make a deposit for
the extension of gas mains as set forth in Section 3 of these
Standard Terms and Conditions.
2.5. SERVICE CONNECTIONS: The customer may be required to make a
contribution toward the cost of installing a service connection as
set forth in Section 5 of these Standard Terms and Conditions.
2.6. PERMITS: Public Service, where necessary, will make application for
any street opening permits for installing its service connections and
shall not be required to furnish service until after such permits are
granted. The customer may be required to pay the municipal charge, if
any, for permission to open the street. The customer shall obtain and
present to Public Service, for recording or for registration, all
instruments providing for easements or rights of way, and all permits
(except street opening permits), consents, and certificates necessary
for the introduction of service.
2.7. TEMPORARY SERVICE: Where service is to be used at an installation for
a limited period and such installation is not permanent in nature,
the use of service shall be classified as temporary. In such cases,
the customer may be required to pay to Public Service the cost of the
facilities required to furnish service. The minimum period of
temporary service for billing purposes shall be one month.
After two years of service a temporary service installation shall be
eligible for refunds. Excluding the first two annual service periods,
refunds equal to 10% of the revenue received by Public Service during
an annual service period shall be made at the end of such period. In
no case shall the total amount refunded be in excess of the
installation cost paid by the customer, nor shall refunds be made for
more than eight consecutive annual service periods.
3. EXTENSION OF DISTRIBUTION MAINS
3.1. GENERAL: Public Service will construct, own, and maintain
distribution mains located on streets, highways and on rights of way
acquired by Public Service, used or usable as part of the
distribution system of Public Service. The making of a deposit under
any of the following cases shall not give the customer any interest
in the facilities, the ownership being vested exclusively in Public
Service.
Date of Issue: August 7, 1990 Effective: July 19, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated July 19, 1990
in Docket No. GT90060595
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 9
STANDARD TERMS AND CONDITIONS
(CONTINUED)
The following formulae shall not be binding on the parties but are
suggested as a guide to customers and utilities. Parties are still free
to exercise their rights under New Jersey Revised Statutes 48:2-27. When
an applicant for an extension is dissatisfied with these suggested
extension regulations he may petition the Board for a finding that the
extension should be made without charge.
3.2 INDIVIDUAL RESIDENTIAL CUSTOMER: Where the cost to Public Service for an
extension to serve an individual permanent residential customer does not
exceed five times the estimated annual revenue, Public Service will make
the necessary extension upon receiving from the customer an application
for service. Such application shall be made by the owner of the property
or by a responsible tenant and shall be for an indefinite period; not
less, however, than the number of years necessary to produce, at the
normal annual charge, the cost of the extension.
3.2.1 Where the cost of an extension exceeds the amount which Public
Service will install without cost to a customer, in accordance with
Section 3.2, the excess cost of the extension shall be deposited
and remain with Public Service without interest. When the actual
annual revenue from premises exceeds the amount of revenue which
was used as the basis for the initial deposit computation, or the
basis for a previous deposit return, there shall be returned to the
depositor an additional amount equal to five times such excess. In
no event shall more than the original deposit be returned to the
depositor nor shall any part of the deposit remaining after ten
years from the date of the original deposit be returned. Public
Service will waive the deposit required where the amount is $100.00
or less.
3.2.2 Where the cost to Public Service for an extension to serve an
individual permanent residential customer exceeds the amount which
Public Service will install without cost to the customer, in
accordance with Section 3.2, Public Service and the customer may
agree upon a monthly revenue guarantee not to exceed one-sixtieth
of the total cost of the extension, in lieu of a deposit pursuant
to Section 3.2.1.
3.3 RESIDENTIAL LAND DEVELOPER: Where applications for extensions into newly
developed tracts of land are made by individuals, partnerships, or
corporations interested in the development or sale of land but not as
ultimate residents, Public Service may require a deposit from the
applicant covering the entire cost of the extension necessary to serve
the tract.
3.3.1. Extension deposits shall not carry interest and are to be returned
as hereinafter provided to depositor when new buildings abutting on
such extensions are under construction and have been framed and
roofed.
3.3.2. The deposit shall be returned in an amount equal to five times the
estimated annual revenue from each such completion on said
extension. If during a ten-year period from the date of the
original deposit, the actual annual revenue, during any year of
said ten-year period, from premises exceeds the annual revenue
which was the basis for the previous deposit return, there shall be
returned to the depositor an additional amount equal to five times
such excess. In no event shall more than the original deposit be
returned to the depositor nor shall any part of the deposit
remaining after ten years from the date of the original deposit be
returned.
3.4 COMMERCIAL AND INDUSTRIAL: Public Service may require any customer to
deposit an amount equal to the entire cost of the new facilities
required to supply service, such amount to be subject to refund as
follows: At the end of the first service year, an amount without
interest equal to 10% of the total amount of the monthly bills rendered
to and paid by the customer for gas service furnished by Public Service
for that year will be refunded, and thereafter refunds similarly
determined will continue each year until such time as the accumulated
annual refunds are equal to but not in excess of the sum
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 10
STANDARD TERMS AND CONDITIONS
(CONTINUED)
deposited; provided, however, that any part of the deposit not returned
to the customer within ten years after the beginning of the first
service year shall remain the property of Public Service. No refund will
be made if service is discontinued prior to the expiration of the first
service year.
Where it is necessary to provide additional facilities to serve
increased requirements of an existing customer, Public Service may
require the customer to deposit an amount equal to the cost of such
additional facilities. This amount shall be subject to refund as
outlined in the preceding paragraph except that the refunds will be
calculated at 10% of the excess revenue over a predetermined base.
4. CHARACTERISTICS OF SERVICE
4.1 STANDARD SERVICE SUPPLY: The gas supplied may be manufactured or
derived from natural sources altered to remove impurities and to add
desirable constituents. The character of the gas will be of nature which
will fulfil the requirements of the regulations of the Board of Public
Utilities.
4.2 HEAT MEASUREMENT AND BILLING UNITS: For billing purposes, the customer's
gas use in cubic feet will be converted to therms, using the estimated
calendar twelve-month average heating value on a dry basis, of the gas
distributed, where a therm is a unit of heat energy equivalent to
100,000 British Thermal Units (Btu's).
4.3 STANDARD PRESSURE: The standard pressure supplied at the meter outlet
will be within the range of to 7 inches water column pressure.
5. SERVICE CONNECTIONS
5.1 GENERAL: The customer shall consult Public Service as to the exact point
at which the service pipe will enter the building before installing
interior gas piping or starting any other work dependent upon the
location of the service pipe. Public Service will determine the location
of the service pipe depending upon existing facilities in the street and
other practical considerations.
Gas service will be supplied to each building or premises through a
single service pipe except where, in the judgement of Public Service,
its economic considerations; conditions on its distribution system;
improvement of service conditions; or volume of the customer's
requirements, make it desirable to install more than one service pipe.
The making of a payment in any of the following cases shall not give the
customer any interest in service connection, the ownership being vested
exclusively in Public Service.
5.2 SERVICE CONNECTION CHARGES: Public Service will furnish and place, at no
cost to the customer up to 200 feet of service connection, measured at
right angles from the nearest curb line to the customer's building, at
the point of service entrance designated by Public Service. Where the
distance is in excess of 200 feet, the service pipe will be installed
subject to a charge equal to the amount by which the cost of the service
connection exceeds the greater of either twice the customer's annual
revenue as estimated by Public Service or the cost of the first 200 feet
of service connection which otherwise would be furnished without charge
as provided above. Should the customer request a service entrance at a
location other than that designated by Public Service, the customer
shall pay the additional cost associated with said change in point of
service entrance provided that the customer shall not be required to pay
for the first 200 feet of service connection in any case and provided
further, that the customer shall not be required to pay for any
portion of the cost of the service connection if the cost thereof does
not exceed twice the estimated annual revenue. Public Service will waive
the charge to the customer when the amount is $50.00 or less.
The charge for the service connection, when the service pipe is of a
size up to and including 4 inch diameter pipe, shall be determined by
the application of established unit costs per foot. These unit costs are
available for customer's inspection. Where the size of the service pipe
is greater than 4 inch, the charge shall be based on actual construction
costs.
5.3 CHANGE IN LOCATION OF EXISTING SERVICE PIPE: Any change requested by the
customer in the location of the existing service pipe, if approved by
Public Service, will be made at the expense of the customer.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 11
SUPERSEDING
P.U.C.N.J. NO.10 GAS FIRST REVISED SHEET NO. 11
STANDARD TERMS AND CONDITIONS
(Continued)
6. METERS AND ASSOCIATED EQUIPMENT
6.1. GENERAL: A single meter will be furnished and installed by Public
Service for each separately billed rate schedule under which a
customer receives service. Public service shall be consulted regarding
meter locations. Meter installations shall be in conformance with
"Installation of Gas Appliances and Gas Piping," issued by Public
Service and available on request. Where permitted, the meter shall be
located outside. If the meter cannot be located outside, the meter
shall be set so it can be read from outside the building, such as
through a transparent glass block or by a remote meter reading device.
When requested by a customer, remote meter reading equipment, which
transmits the reading on a meter to a repeating register located on
the outside of a building, may be installed, if feasible, at the
expense of the customer. The payment shall not give the customer any
interest in the equipment thus installed, the ownership being vested
exclusively in Public Service.
Additional meters will be installed only where, in the judgment of
Public Service, its economic considerations; conditions on its
distribution system; improvement of service conditions; or the volume
of the customer's requirements, make it desirable to install such
additional meters.
6.2. SEALS: Public Service may seal or lock any meters or enclosures
containing meters and associated metering equipment. No person except
a duly authorized employee of Public Service shall break or remove a
Public Service seal or lock.
6.3. PROTECTION OF METER AND SERVICE EQUIPMENT: Customer shall furnish and
maintain a suitable space to the meter and associated equipment. Such
space shall be as near as practicable to the point of entrance of the
gas service pipe, adequately ventilated, dry and free from corrosive
vapors, not subject to extreme temperatures, readily accessible to
duly authorized employees or agents of Public Service and shall
otherwise conform to "Installation of Gas Appliances and Gas Piping,"
issued by Public Service and available on request. Customer shall not
tamper with or remove meters or other equipment, nor permit access
thereto except by duly authorized employees or agents of Public
Service. In case of loss or damage to the property of Public Service
from the act or negligence of the customer or his agents or servants,
or of failure to return equipment supplied by Public Service, customer
shall pay to Public Service the amount of such loss or damage to the
property. All equipment furnished at the expense of Public Service
shall remain its property and may be replaced whenever deemed
necessary and may be removed by it at any reasonable time after the
discontinuance of service. In the case of defective service, the
customer shall not interfere or tamper with the apparatus belonging to
Public Service but shall immediately notify Public Service to have the
defects remedied.
6.4. PUBLIC SERVICE TO TURN ON GAS: No person other than a duly authorized
employee or agent of Public Service shall turn gas into any new system
of piping or into any old system of piping from which the use of gas
has been discontinued.
6.5. CHANGE IN LOCATION OF METERS AND ASSOCIATED EQUIPMENT: Any change
requested by the customer in the existing location of meters and
associated equipment, if approved by Public Service, will be made at
the expense of the customer.
6.6. TAMPERING: In the event it is established that Public Service meters
or other equipment on the customer's premises have been tampered with,
and, such tampering results in incorrect measurement of the service
supplied as determined by Public Service, for non-residential
accounts, the beneficiary shall pay for such service based upon the
Public Service estimate from available data and not registered by
Public Service meters. The beneficiary shall be the customer or other
party who benefits from such tampering. In the case of residential
accounts, all such costs shall be billed to the responsible party. The
responsible party shall be the customer or other party who causes
meter tampering to be committed.
The actual cost of investigation, inspection, and determination of
such tampering, and other costs, such as but not limited to, the
installation of protective equipment, legal fees, and other costs
related to the administrative, civil or criminal proceedings, may be
billed to the responsible party.
Tampering with Public Service facilities may by punishable by fine
and/or imprisonment under the New Jersey Code of Criminal Justice.
Date of Issue: September 4, 1987 Effective: August 28, 1987
Issued by FREDRICK R. DE SANTI. Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 28, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO. 12
SUPERSEDING
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 12
STANDARD TERMS AND CONDITIONS
(Continued)
7. CUSTOMER'S INSTALLATION
7.1. GENERAL: No material change in the size, total capacity, or method
of operation of customer's equipment shall be made without previous
written notice to Public Service.
7.2. PIPING: Gas piping installed on the customer's premises must conform
to all requirements of municipal or other property constituted public
authorities and to the regulations set forth in "Installation of Gas
Appliances and Gas Piping," issued by Public Service and available on
request.
7.3. UTILIZATION APPARATUS: All utilization apparatus shall have the
approval of the American Gas Association Testing Laboratories
(American Standard Approval Requirements) and, in addition, shall have
the approval of Public Service. The manner of installation of all
utilization apparatus shall be in accordance with "Installation of Gas
Appliances and Gas Piping," issued by Public Service and available on
request.
Where the use of gas service is to be intermittent or occasional, or
for low load factor purposes or for short durations, equipment shall
not be connected without previous written notice to Public Service.
7.4. BACK PRESSURE AND SUCTION: When the nature of the customer's
utilization apparatus is such that it may cause back pressure or
suction in the piping system, meters, or other associated equipment of
Public Service, suitable protective devices, subject to inspection and
approval by Public Service, shall be furnished, installed, and
maintained by the customer.
7.5. MAINTENANCE OF CUSTOMER'S INSTALLATION: Customer's entire
installation shall be maintained in the condition required by the
municipal or other public authorities having jurisdiction and by
Public Service.
7.6. APPLIANCE ADJUSTMENTS: Public Service will make, free of charge,
adjustments to gas burners and certain associated equipment necessary
to the functioning of gas appliances in use on customer's premises.
Other adjustments or repairs to such appliances may be made, or other
services connected with the rendering of gas service may be
performed, by Public Service at the customer's expense. Service
procedures are detailed in "Servicing Equipment and Facilities on
Customers' Premises," issued by Public Service and available on
request.
7.7. ADEQUACY AND SAFETY OF INSTALLATION: Public Service shall not be
required to supply gas service until the customer's installation shall
have been approved by the authorities having jurisdiction. Public
Service may withhold or discontinue its service whenever such
installation or part thereof is deemed by Public Service to be unsafe,
inadequate, or unsuitable for receiving service, or to interfere with
or impair the continuity or quality of service to the customer or to
others.
Public Service will assume no responsibility for the condition of
customer's gas installation or for accidents, fires, or failures which
may occur as the result of the condition of such gas installation.
Neither by inspection or nonrejection, nor in any other way, does
Public Service give any warranty expressed or implied, as to the
adequacy, safety, or other characteristics of any structure,
equipment, wires, pipes, appliances, or devices used by the customer.
7.8. LIABILITY FOR CUSTOMER'S INSTALLATION: Public Service will not be
liable for damages or for injuries sustained by customers or others or
by the equipment of customers or others by reason of the condition or
character of customers' facilities or the equipment of others on
customers' premises. Public Service will not be liable for the use,
care or handling of the gas service delivered to the customer after
same passes beyond the point at which the service facilities of Public
Service connect to the customers' facilities.
8. METER READING AND BILLING
8.1. MEASUREMENT OF GAS USED: Public Service will select the type and make
of metering equipment and may, from time to time, change or alter such
equipment: its sole obligation is to supply meters that will
accurately and adequately furnish records for billing purposes.
Date of Issue: February 20, 1987 Effective: February 16, 1987
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated February 13, 1987
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FORTH REVISED SHEET NO. 13
SUPERSEDING
P.U.C.N.J. NO. 10 GAS THIRD REVISED SHEET NO. 13
STANDARD TERMS AND CONDITIONS
(Continued)
Where service through more than one meter is permitted by Public Service as
outlined under Section 6.1 of these Standard Terms and Conditions, the
cubic-foot use registered by the individual meters will be combined for
billing purposes. In all other instances, each meter shall be billed
separately.
Bills will be based upon registration of Public Service meters except as
otherwise provided for in this Tariff.
8.2. CORRECTION FOR PRESSURE: In any case where, pursuant to Section 4.3, Public
Service measures the gas delivered to a customer under pressure greater
than that exerted by a column of water seven inches in height, the cubic
feet of gas registered by the meter or meters of Public Service shall be
subject to correction for billing purposes by the application of a proper
correction factor.
8.3. SEPARATE BILLING FOR EACH INSTALLATION: The gas service used by a customer
through each service connection shall be billed separately at the
applicable rate schedule selected by the customer. See Sections 5.1 and 6.1
of these Standard Terms and Conditions.
8.4. METERING ON CUSTOMER'S PREMISES:
8.4.1. GENERAL: The service and supply of gas by Public Service for the use
of owners, landlords, tenants, or occupants of residential buildings
or premises will be furnished to them as customers of Public Service
through Public Service individual meters.
The service and supply of gas by Public Service to owners, landlords,
tenants, or occupants of industrial or commercial buildings or
premises may be further distributed to other users within such
structures and such use and resultant charges, including appropriate
administrative costs, apportioned to such users. However, such charges
shall not exceed the amount that Public Service would charge if the
tenant was served and billed directly by Public Service.
8.4.2. SUBMETERING: The practice in which the customer of record buys gas
from Public Service and resells it through some metering device at a
profit is not permitted.
8.4.3. CHECK METERING: Where a customer monitors or evaluates his own
consumption of gas or any portion thereof in an effort to promote and
stimulate conservation or for accountability by means of individual
meters, computers or otherwise, installed, operated, and maintained at
such customer's expense, such practice will be defined as check
metering.
Gas check meters are devices that measure the volume of gas being
delivered to particular locations in a system after measurement by a
Public Service owned meter. Gas check meters provide the customer-of-
record the means to apportion among the end users the cost of gas
service being supplied through the Public Service owned meter.
If the customer-of-record charges the tenant for the usage incurred by
the tenant, reasonable administrative expenses may be included, such
charges shall not exceed the amount Public Service would have charged
such tenant if the tenant had been served and billed by Public Service
directly.
Check metering will be permitted in new or existing buildings or
premises where the basic characteristic of use is industrial or
commercial. Check metering will not be permitted in new or existing
buildings or premises where the basic characteristic of use is
residential, except where such buildings or premises are publicly
financed or government owned; or are condominiums or cooperative
housing: or are eleemosynary in nature. In the case of dwelling units,
all gas consuming devices must be metered through a single check
meter.
Check metering for the aforementioned purposes and applications shall
not adversely affect the ability of Public Service to render service
to any customer within the affected building or premises or any other
customer. The customer shall contact Public Service prior to the
installation of any check metering device to ascertain that it will
not cause operating problems. The owners of all check metering devices
is that of the customer, along with all incidents in connection with
said ownership, including accuracy of the equipment, meter reading and
billing, liability arising from the presence of the equipment and the
maintenance and repair of the equipment. Any additional costs which
may result from and are attributable to the installation of check
metering devices shall be borne by the customer.
Date of issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket NO. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 14
SUPERSEDING
P.U.C.N.J. NO. 10 GAS FIRST REVISED SHEET NO. 14
STANDARD TERMS AND CONDITIONS
(Continued)
The customer shall be responsible for the accuracy of check metering
equipment. In the event of a dispute involving such accuracy, the Public
Service meter will be presumed correct, subject to test results.
8.5. TESTING OF METERS: At such times as Public Service may deem proper, or
as the Board of Public Utilities may require, Public Service will test
its meters in accordance with the standards and bases prescribed by the
Board of Public Utilities.
Public Service shall, without charge, make a test of the accuracy of a
meter(s) upon request of the customer, provided such customer does not
make a request for test more frequently than once in 12 months.
A report giving results of such tests shall be made to the customer, and
a complete record of such tests shall be kept on file at the office of
Public Service in conformance with the New Jersey Administrative Code.
8.6. BILLING ADJUSTMENTS: Whenever a meter is found to be registering fast by
2% or more, an adjustment of charges shall be made. When a meter is found
to be registering slow by more than 2%, an adjustment of charges may be
made, except for residential accounts, where no adjustment will be made.
8.7. METER READING AND BILLING PERIOD: All charges are stated on a monthly
basis. The term "month" for billing purposes shall mean the period
between any two consecutive regularly scheduled meter readings. Meter
reading schedules provide for reading meters, in accordance with their
geographic location, as nearly as may be practicable every thirty days.
Schedules are prepared in advance by Public Service and are available for
inspection.
Bi-monthly billing in place on February 6, 1987 will be completely phased
out by September 1987, at which time all residential rates will be billed
on a monthly basis.
8.8. PRORATION OF MONTHLY CHARGES: For all billings for service, including
initial bills, final bills, and bills for periods other than twenty-five
to thirty-six days inclusive, except for temporary service accounts and
Rate Schedules ISG, CIG, TSG-F and TSG-NF, the monthly charges will be
prorated on the basis of one-thirtieth for each day of service, each
month being considered as thirty days when determining the number of days
on which prorating is based. For temporary service accounts the minimum
period for billing purposes shall be one month.
8.9. AVERAGED BILLS: Where Public Service is unable to read the meter, Public
Service may estimate the amount of gas supplied and submit an averaged
bill, so marked, for customer's acceptance. Adjustment of such customer's
averaged use to actual use will be made after an actual meter reading is
obtained.
8.10. BUDGET PLAN: Customers billed under Rate Schedules RSG and GSG where gas
service is used for residential purposes in buildings of four or fewer
units, shall have the option of paying for their use of total service in
equal, estimated monthly installments. The total service for a twelve
month period will be averaged over twelve months and may be paid in
twelve equal monthly installments. Adjustments will be made in the
twelfth month if actual charges are more or less than the budget amount
billed.
8.11. BILLING OF CHARGES IN TARIFF: Unless otherwise ordered by the Board of
Public Utilities, the charges and the classification of service set forth
in this Tariff or in amendments hereof shall apply to the first month's
billing of service in the regular course on and after the effective date
set forth in such Tariff covering the use of gas service subsequent to
the scheduled meter reading for the immediately preceding month.
8.12. PAYMENT OF BILLS: At least 10 days time for payment shall be allowed
after sending a bill. Bills are payable at any Customer Service Center of
Public Service, or by mail, or to any collector or collection agency duly
authorized by Public Service. Whenever a residential customer advises
Public Service prior to the date of a proposed discontinuance for non-
payment that he wishes to discuss a deferred payment agreement because he
is presently unable to pay a total outstanding bill, Public Service will
make a good-faith effort to allow a residential customer the opportunity
to enter into a
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 15
SUPERSEDING
P.U.C.N.J. NO.10 GAS FIRST REVISED SHEET NO. 15
STANDARD TERMS AND CONDITIONS
(Continued)
reasonable deferred payment agreement, either prior to or after the
occurrence of discontinuance of service for non-payment. A residential
electric or gas customer is not required to pay, as a down payment,
more than 25% of the total outstanding bill due at the time of the
agreement. Such agreements which extend more than 2 months must be in
writing and shall provide that a customer who is presently unable to
pay an outstanding debt for Public Service services may make
reasonable periodic payments until the debt is liquidated, while
continuing payment for current bills. While a deferred payment
agreement for each separate service need not be entered into more than
once a year, Public Service may offer more than one such agreement in
a year. If the customer defaults on any of the terms of the agreement,
Public Service may discontinue service after providing the customer
with a notice of discontinuance.
In the case of a residential customer who receives more than one
utility service from Public Service and has entered into a separate
agreement for each separate service, default on one such agreement
shall constitute grounds for discontinuance of only that service.
8.13. LATE PAYMENT CHARGE: A late payment charge at the rate of 1.416% per
monthly billing period shall be applied to the accounts of customers
taking service under all rate schedules contained herein except for
Rate Schedules RSG and SLG. Service to a body politic will not be
subject to a late payment charge. The charge will be applied to all
amounts billed including accounts payable and unpaid finance charge
amounts applied to previous bills, which are not received by Public
Service within 45 days following the date specified on the bill. The
amount of the finance charge to be added to the unpaid balance shall
be calculated by multiplying the unpaid balance by the late payment
charge rate. When payment is received by the Company from a customer
who has an unpaid balance which includes charges for late payment, the
payment shall be applied first to such charges and then to the
remainder of the unpaid balance.
8.14. RETURNED CHECK CHARGE: A $10.00 charge shall be applied to the
accounts of customers who have checks to Public Service returned
unhonored by the bank.
9. LEAKAGE
Customer shall immediately give notice to Public Service at its office of
any escape of gas in or about the customer's premises.
10. ACCESS TO CUSTOMER'S PREMISES
Public Service shall have the right of reasonable access to customer's
premises, and to all property furnished by Public Service, at all
reasonable times for the purpose of inspection of customer's premises
incident to the rendering of service, reading meters or inspecting,
testing, or repairing its facilities used in connection with supplying the
service, or for the removal of its property. The customer shall obtain, or
cause to be obtained, all permits needed by Public Service for access to
its facilities. Access to facilities of Public Service shall not be given
except to authorized employees of Public Service or duly authorized
governmental officials.
11. DISCONTINUANCE OF SERVICE
11.1. BY PUBLIC SERVICE: Public Service, upon reasonable notice, when it can
be reasonably given, may suspend or curtail or discontinue service for
the following reasons: (1) for the purpose of making permanent or
temporary repairs, changes or improvements in any part of its system;
(2) for compliance in good faith with any governmental order or
directive notwithstanding such order or directive subsequently may be
held to be invalid; (3) for any of the following acts or omissions on
the part of the customer: (a) non-payment of a valid bill due for
service furnished at a present or previous location. However, for
business service shall not be a reason for discontinuance residence
service except in cases of diversion of service pursuant to N.J.A.C.
14:3-7.16; (b) tampering with any facility of Public Service; (c)
fraudulent representation in relation to the use of service; (d)
customer moving from the premises, unless the customer requests that
service be continued; (e) providing service to others without approval
of Public Service except as permitted under Section 8.4 Metering on
Customer's Premises; (f) failure to make or increase an advance
Date of Issue: October 3, 1989 Effective : September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 16
SUPERSEDING
P.U.C.N.J. NO. 10 GAS FIRST REVISED SHEET NO. 16
STANDARD TERMS AND CONDITIONS
(Continued)
payment or deposit as provided for in these Standard Terms and Conditions;
(g) refusal to contract for service where such contract is required; (h)
connecting and operating equipment in such manner as to produce disturbing
effects on the service of Public Service or other customers; (i) failure of
the customer to comply with any of these Standard Terms and Conditions; (j)
where the condition of the customer's installation presents a hazard to
life or property; or (k) failure of customer to repair any faulty facility
of the customer; (4) for the refusal of reasonable access to customer's
premises for necessary purposes in connection with rendering of service,
including meter installation, reading or testing, or the maintenance or
removal of the property of Public Service.
Public Service may not discontinue service for non-payment of bills unless
it gives the customer at least 7 days written notice of its intentions to
discontinue. The notice of discontinuance shall not be served until the
expiration of the 10-day period. However, in case of fraud, illegal use, or
when it is clearly indicated that the customer is preparing to leave,
immediate payment of accounts may be required.
Public Service may not discontinue service because of non-payment of bills
in cases where a charge is in dispute, provided that the undisputed charges
are paid and a request is made to the Board for investigation of the
disputed charge. In such cases, Public Service shall notify the customer
that unless steps are taken to invoke formal or informal Board action
within 5 days, service will be discontinued for non-payment.
Public Service may not discontinue residential service on Saturday, Sunday
or a holiday on which Public Service Customer Service Centers are closed or
after 1:00 P.M, of the business day prior to a week-end or such holiday for
non-payment.
Discontinuance of residential service for non-payment is prohibited if a
medical emergency exists within the premises which would be aggravated by
the discontinuance of service and the customer gives reasonable proof of
inability to pay. Discontinuance shall be prohibited for a period of up to
2 months when a customer submits a physician's statement in writing to
Public Service as to the existence of the emergency, its nature and
probable duration, and that termination of service will aggravate the
medical emergency. Recertification by the physician as to continuance of
the medical emergency shall be submitted to Public Service after 30 days.
However, at the end of such period of emergency, the customer shall still
remain liable for payment of service(s) rendered, subject to the provisions
of N.J.A.C. 14:3-7.13.
1. The Board may extend the 60-day period for good cause.
2. Public Service may in its discretion, delay discontinuance of
residential service for non-payment prior to submission of the
physician's statement required by this subsection when a medical
emergency is known to exist.
Public Service shall make every reasonable effort to determine when a
landlord-tenant relationship exists at residential premises being served.
If such a relationship is known to exist, service will be shut off unless
Public Service has posted a notice of discontinuance in common areas of
multiple-family premises and has given individual notice to occupants of a
single-family and two-family premises and has offered the tenants continued
service to be billed to the tenants, unless Public Service demonstrates
that such billing is not feasible. The continuation of service to a tenant
shall not be conditioned upon payment by the tenant of any outstanding
bills due upon the account or any other person. Public Service shall not be
held to the requirements of this Tariff section if the existence of a
landlord-tenant relationship could not be reasonably ascertained.
11.2.At Customer's Request: A customer wishing to discontinue service must give
notice as provided in the applicable rate schedule. Where such notice is
not received by Public Service, customer shall be liable for service until
final reading of the meter is taken. Notice to discontinue service will not
relieve a customer from any minimum or guaranteed payment under any
contract or rate schedule.
12.RECONNECTION CHARGE
A reconnection charge of $15.00 will be made for restoration of service when
service has been suspended or discontinued for non-payment of any bill due.
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of the Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO. 17
SUPERSEDING
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 17
STANDARD TERMS AND CONDITIONS
(Continued)
13. SERVICE LIMITATIONS
13.1. CONTINUITY OF SERVICE: Public Service will use reasonable diligence
to provide a regular and uninterrupted supply of service; but, should
the supply be suspended, curtailed, or discontinued by Public Service
for any of the reasons set forth in Section 11 of these Standard Terms
and Conditions, or should the supply of service be interrupted,
curtailed, deficient, defective, or fail, by reason of any act of God,
accident, strike, legal process, governmental interference, or by
reason of compliance in good faith with any governmental order of
directive, notwithstanding such order or directive subsequently may be
held to be invalid, Public Service shall not be liable for any loss or
damage, direct or consequential, resulting from any such suspension,
discontinuance, interruption, curtailment, deficiency, defect, or
failure.
13.2. EMERGENCIES: Public Service may curtail or interrupt service to any
customer or customers in the event of an emergency threatening the
integrity of its system or the systems to which it is directly or
indirectly connected if, in its sole judgment, such action will
prevent or alleviate the emergency condition.
13.3. UNUSUAL CONDITIONS: Public Service may place limitations on the
amount and character of gas service it will supply or transport and
may refuse such service to new customers, to existing customers for
additional load, or to customers whose service agreements have expired
if Public Service is or will be unable to obtain or does not have
assured the necessary production raw materials equipment and
facilities to supply such gas or transportation service. In the case
of transportation service, if Public Service, at its sole discretion,
determines that such service would not be consistent with the best
interest of its customers served under all rate schedules contained
herein such service may be denied to applicants for such service.
14. TERMINATION, CHANGE, OR MODIFICATION OF PROVISIONS OF TARIFF
This Tariff is subject to the lawful orders of the Board of Public
Utilities of the State of New Jersey.
Public Service may at any time and in any manner permitted by law, and the
applicable rules and regulations of the Board of Public Utilities of the
State of New Jersey, terminate, or change or modify by revision, amendment,
supplement, or otherwise, this Tariff or any part hereof, or any revision
or amendment hereof or supplement hereto.
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET No.18
SUPERSEDING
P.U.C.N.J. No.10 GAS ORIGINAL SHEET No.18
RESERVED FOR FUTURE USE
Date of Issue: October 3, 1989 Effective: September 25, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GX8509901
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FOURTH REVISED SHEET NO. 19
SUPERSEDING
P.U.C.N.J. NO. 10 GAS THIRD REVISED SHEET NO. 19
RAW MATERIALS ADJUSTMENT
Average cost per million Btu of gas sent out during the
ten months ended September 30, 1990 ......................... 303.074 cents
Base cost per million Btu ........................................ 330.000 cents
Increase above or (decrease) below base cost ..................... (26.926)cents
Number of 0.1 cents increases above or (below) base cost ......... (269.26)
RATE SCHEDULES
RSG, GSG, AND LVG
Adjustment factor per therm for each 0.1 cent
increase above or decrease below base cost ................. 0.01207 cents
Amount per therm of Raw Materials Adjustment charge ............. (3.2500) cents
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTH REVISED SHEET NO. 19
SUPERSEDING
P.U.C.N.J. No. 10 GAS FOURTH REVISED SHEET NO. 19
LEVELIZED GAS ADJUSTMENT
Average cost per million Btu of gas sent out during the
twelve months ended September 30, 1991 ...................... 321.715 cents
Base cost per million Btu ........................................ 330.000 cents
Increase above or (decrease) below base cost ..................... (8.285)cents
Number of 0.1 cents increases above or (below) base cost ......... (82.85)
RATE SCHEDULES
RSG, GSG, AND LVG
Adjustment factor per therm for each 0.1 cents
increase above or decrease below base cost ................. 0.01207 cents
Amount per therm of Levelized Gas Adjustment charge ............. (1.0000) cents
Date of Issue: November 5, 1990 Effective: November 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1990
in Docket No. GR90070649J
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTY-FOURTH REVISED SHEET NO. 19A
SUPERSEDING
P.U.C.N.J. NO. 10 GAS FIFTY-THIRD REVISED SHEET NO. 19A
COMMODITY CHARGE
APPLICABLE TO INTERRUPTIBLE SCHEDULE ISG
COMMODITY CHARGE:
Per therm of gas used for customers with alternate fuel oil capability of:
No. 2 oil.................................................. 46.5700 cents
=======
No. 4 oil.................................................. 38.6300 cents
=======
No. 6 oil.................................................. 30.8800 cents
=======
Higher than 1.5% Sulfur No. 6 oil.......................... 26.1700 cents
=======
(Based upon the Marketability Price of Alternate Fuel; price
not to fall below the floor price.)
ISG FLOOR PRICE:
Estimated Average Commodity cost per therm of gas received
in the month of April 1991.................................. 18.1100 cents
ADJUSTED FOR:
. Losses at 1.5 percent................................ 18.3858 cents
. A contribution of 1 cent............................. 19.3858 cents
. GRI Surcharge at .142 cents.......................... 19.5278 cents
. Gross Receipts taxes at 13.7496 percent and BPU
assessment at .1650 percent.......................... 22.6842 cents
=======
MARKETABILITY PRICE OF ALTERNATE FUEL:
No. 2 oil................................................... 46.5700 cents
=======
No. 4 oil................................................... 38.6300 cents
=======
0.3% Sulfur No. 6 oil....................................... 30.8800 cents
=======
Higher than 1.5% Sulfur No. 6 oil........................... 26.1700 cents
=======
TSG FLOOR PRICE:
For those TSG customers provided sales service, the Commodity Charge, by
alternate fuel type, will be the higher of the applicable ISG price or the
TSG Floor Price.
Estimated Incremental Commodity cost per therm of gas received in the
month of April 1991......................................... 14.1800 cents
ADJUSTED FOR:
. Losses at 1.5 percent................................ 14.3959 cents
. A contribution of 3 to 7 cents....................... 21.3959 cents
. GRI Surcharge ar .142 cents.......................... 21.5379 cents
. Gross Receipts taxes at 13.7496 percent and BPU
assessment at .1650 percent.......................... 25.0192 cents
=======
Date of Issue: March 25,1991 Effective: April 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated March 1, 1991
in Docket No. GR90080867
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTY-FOURTH REVISED SHEET NO. 19C
SUPERSEDING
P.U.C.N.J. No.10 GAS FIFTY-THIRD REVISED SHEET NO. 19C
COMMODITY CHARGE
APPLICABLE TO COGENERATION INTERRUPTIBLE SCHEDULE CIG
Special
Provision
All Other (r)
--------- ---------
COMMODITY CHARGE:
Per therm of gas used ............................. 21.5278* 19.5278*
Estimated Average Commodity cost per therm of
gas received in the month of April 1991 ........... 18.1100* 18.1100*
ADJUSTED FOR:
. Losses at 1.5 percent .......................... 18.3858* ---
. A contribution of 3 cents ...................... 21.3858* ---
. GRI Surcharge at .142 cents .................... 21.5278* ---
ADJUSTED FOR:
. Losses at 1.5 percent .......................... --- 18.3858*
. A Contribution of 1 cent ....................... --- 19.3858*
. GRI Surcharge at .142 cents .................... --- 19.5278*
Date of Issue: March 25, 1991 Effective: April 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 6, 1989
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTH REVISED SHEET NO.20
SUPERSEDING
P.U.C.N.J. NO. 10 GAS FOURTH REVISED SHEET NO.20
RATE SCHEDULE RSG
RESIDENTIAL SERVICE
APPLICABLE TO USE OF SERVICE FOR:
Residential purposes.
CHARACTER OF SERVICE:
Continuous.
RATE:
SERVICE CHARGE:
$6.00 in each month.
COMMODITY CHARGE:
59.311 cents per therm.
LEVELIZED GAS ADJUSTMENT:
A charge or credit will be made when the estimated October through
September twelve-month net average cost to Public Service of gas purchased
and produced is 0.1 cents per million Btu of gas sent out above or below
330.0 cents per million Btu of gas sent out. Immediately prior to October
of each year, the estimated average cost will be determined for the
succeeding twelve-month period. This estimated average cost will be
adjusted for any under - or over-recovery together with applicable interest
thereon, which may have occurred during the operation of the Company's
previously approved clause. Interest shall be determined monthly on the
cumulative under - or over-recovery average balance for the month utilizing
the Company's allowed overall rate of return. The net charge or net credit
will be the adjusted differential cost above or below 330.0 cents per
million Btu of gas sent out multiplied by 0.01207 cents per therm per 0.1
cents variation to reflect applicable losses, and taxes related to revenue
from the sales of gas. Any net charge or net credit will apply to all
therms billed each month of the succeeding twelve-month net charge or net
credit will apply to all therms billed each month of the succeeding twelve-
month period. In the event that a major change in the average cost occurs
during the twelve-month period, a revised estimated average cost will be
calculated and applied for the remainder of the period in accordance with
the above.
OTHER CHARGES:
See SPECIAL PROVISIONS (b) Off-Peak Use.
MINIMUM CHARGE:
The monthly minimum charge shall be $6.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
TERMS OF PAYMENT:
Bills are due on presentation.
TERM:
Customer may discontinue service upon notice.
Date of Issue: December 14, 1990 Effective: January 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-- Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 29, 1990
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 21
RATE SCHEDULE RSG
RESIDENTIAL SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) This rate schedule is available when all continuous service is measured by
one meter:
(a-1) In individual residences and appurtenant outbuildings;
(a-2) In residential premises where customer's use of gas service for
purposes other than residential is incidental to his residential use:
(a-3) For rooming or boarding houses where the number of rented rooms
does not exceed twice the number of bedrooms occupied by the customer;
(a-4) In individual flats or apartments in multiple-family buildings;
(a-5) In multiple-family buildings of two or more individual flats or
apartments where gas service is furnished to the tenants or occupants
of the flats or apartments by the owner without a specific charge for
such service; and, where Special Provision (b) is applicable, the
basic factors stated therein shall be multiplied by the number of
individual flats or apartments, whether occupied or not.
(b) Off-Peak Use: Where gas service is used for central air-conditioning
equipment having a rated capacity of not less than two tons of
refrigeration the Commodity Charge for the therms used for purposes in
excess of 50 therms in any month during the Off-Peak period shall be 40.568
cents per therm.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but Public
Service may change such period depending upon load conditions on its
system.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTH REVISED SHEET NO.22
SUPERSEDING
P.U.C.N.J. NO.10 GAS FOURTH REVISED SHEET NO.22
RATE SCHEDULE GSG
GENERAL SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes.
CHARACTER OF SERVICE:
Continuous.
RATE:
SERVICE CHARGE:
$6.00 in each month.
COMMODITY CHARGE:
62.296 cents per therm.
LEVELIZED GAS ADJUSTMENT:
A charge or credit will be made when the estimated October through
September twelve-month net average cost to Public Service of gas purchased
and produced is 0.1 cents per million Btu of gas sent out above or below
330.0 cents per million Btu of gas sent out. Immediately prior to October
of each year, the estimated average cost will be determined for the
succeeding twelve-month period. This estimated average cost will be
adjusted for any under- or over-recovery together with applicable interest
thereon, which may have occurred during the operation of the Company's
previously approved clause. Interest shall be determined monthly on the
cumulative under- or over-recovery average balance for the month utilizing
the Company's allowed overall rate of return. The net charge or net credit
will be the adjusted differential cost above or below 330.0 cents per
million Btu of gas sent out multiplied by 0.01207 cents per therm per 0.1
cents variation to reflect applicable losses, and taxes related to revenue
from the sales of gas. Any net charge or net credit will apply to all
therms billed each month of the succeeding twelve-month period. In the
event that a major change in the average cost occurs during the twelve-
month period, a revised estimated average cost will be calculated and
applied for the remainder of the period in accordance with the above.
OTHER CHARGES:
See Special Provisions (a) Off-Peak Use and (c) Cogeneration Use.
MINIMUM CHARGE:
The monthly minimum charge shall be $6.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of
the Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
TERM:
One year and thereafter until terminated by five days' notice.
Date of Issue: December 14, 1990 Effective: January 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 29, 1990
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 22A
RATE SCHEDULE GSG
GENERAL SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) OFF-PEAK USE: Where gas service in commercial and industrial
establishments is used for cooling for dehumidification and supplied
through a separate meter, the Commodity Charge for the therm used in the
Off-Peak period shall be 40.568 cents per therm.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but Public
Service may change such period depending upon load conditions on its
system.
(b) RESALE: Service under this rate schedule is not available for resale.
(c) COGENERATION USE: Applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy from
the same fuel source by a Qualifying Facility, as defined in Section 201 of
the Public Utilities Regulatory Policies Act of 1978 whose cogeneration
equipment meets the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b). Customer must
document that qualifying status has been granted by the Federal Energy
Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is exempt
from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIFTH REVISED SHEET NO. 23
SUPERSEDING
P.U.C.N.J. No. 10 GAS FOURTH REVISED SHEET NO. 23
RATE SCHEDULE LVG
LARGE VOLUME SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes.
CHARACTER OF SERVICE:
Continuous.
RATE:
SERVICE CHARGE:
$50.00 in each month.
COMMODITY CHARGE FOR THE FIRST 1,000 THERMS:
57.896 cents per therm for the first................1,000 therms used in
each month
COMMODITY CHARGE IN EXCESS OF 1,000 THERMS IN THE MONTHS OF MAY THROUGH
OCTOBER:
50.568 cents per therm for the next...................4,000 therms used in
each month
45.568 cents per therm in excess of...................5,000 therms used in
each month
COMMODITY CHARGE IN EXCESS OF 1,000 THERMS IN THE MONTHS OF NOVEMBER
THROUGH APRIL:
54.935 cents per therm in excess of.....................1,000 therms used
in each month
LEVELIZED GAS ADJUSTMENT:
A charge or credit will be made when the estimated October through
September twelve-month net average cost to Public Service of gas purchased
and produced is 0.1 cents per million Btu of gas sent out above or below
330.0 cents per million Btu of gas sent out. Immediately prior to October
of each year, the estimated average cost will be determined for the
succeeding twelve-month period. This estimated average cost will be
adjusted for any under-or over-recovery together with applicable interest
thereon, which may have occurred during the operation of the Company's
previously approved clause. Interest shall be determined monthly on the
cumulative under-or over-recovery average balance for the month utilizing
the Company's allowed overall rate of return. The net charge or net credit
will be the adjusted differential cost above or below 330.0 cents per
million Btu of gas sent out multiplied by 0.01207 cents per therm per 0.1
cents variation to reflect applicable losses, and taxes related to revenue
from the sales of gas. Any net charge or net credit will apply to all
therms billed each month of the succeeding twelve-month period. In the
event that a major change in the average cost occurs during the twelve-
month period, a revised estimated average cost will be calculated and
applied for the remainder of the period in accordance with the above.
OTHER CHARGES:
See Special Provisions (a) Off-Peak Use and (c) Cogeneration Use.
MINIMUM CHARGE:
The monthly minimum charge shall be $50.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
Date of Issue: December 14, 1990 Effective: January 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 29, 1990
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 23A
RATE SCHEDULE LVG
LARGE VOLUME SERVICE
(Continued)
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
TERM:
One year and thereafter until terminated by five days' notice.
SPECIAL PROVISIONS:
(a) OFF-PEAK USE: Where separately metered gas service (1) is used for building
cooling or dehumidification or (2) is to boilers, used in whole or in part
to supply the requirements of absorption air-conditioning equipment of 100
tons or more nominal capacity, the rate during the off-peak period shall be
40.568 cents per therm. However, such off-peak rate shall not be applicable
until the first 500 therms have been billed at the first block of the
Commodity Charge.
The Off-Peak period shall commence and end with the regularly scheduled
meter readings in the months of April and October, respectively, but Public
Service may change such period depending upon load conditions on its
system.
(b) RESALE: Service under this rate schedule is not available for resale.
(c) COGENERATION USE: Applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy from
the same fuel source by a Qualifying Facility, as defined in Section 201 of
the Public Utilities Regulatory Policies Act of 1978 whose cogeneration
equipment meets the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b). Customer must
document that qualifying status has been granted by the Federal Energy
Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is exempt
from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FOURTH REVISED SHEET NO. 24
SUPERSEDING
P.U.C.N.J. No. 10 GAS THIRD REVISED SHEET NO. 24
RATE SCHEDULE SLG
STREET LIGHTING SERVICE
This rate schedule is in the process of elimination and is limited to street
lighting installations served hereunder in the month of April 1980, and only for
the specific premises and class of service served hereunder on such date.
APPLICABLE TO USE OF SERVICE FOR:
Street lighting to a body politic.
CHARACTER OF SERVICE:
Limited period from dusk to dawn.
RATE:
MONTHLY CHARGE PER UNIT:
Single-mantle lamps.......$11.50
Double-mantle lamps.......$12.97
Triple-mantle lamps....... 18.51 on posts installed prior to October 30,
1963
Triple-mantle lamps....... 21.43 on posts installed on and after October
30, 1963
ALLOWANCE FOR LAMP OUTAGES:
The Monthly Charge Per Unit reflects an outage allowance based on normal
and abnormal operating conditions. No further allowance will be made.
MINIMUM CHARGE:
None.
TERMS OF PAYMENT:
Bills are due on presentation.
TERM:
Five years; written contract required.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive, of this Tariff.
Date of Issue: December 14, 1990 Effective: January 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 29, 1990
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET No. 24
ORIGINAL SHEET No. 24
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDERICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY THIRD REVISED SHEET NO. 27
SUPERSEDING
P.U.C.N.J. NO. 10 GAS SECOND REVISED SHEET NO. 27
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for interruptible gas is not
less than 150 therms per hour.
CHARACTER OF SERVICE:
Interruptible.
RATE:
SERVICE CHARGE:
$100.00 in each month.
COMMODITY CHARGE:
The monthly rate per therm of gas used will be set equal to the estimated
price of the customer's alternate fuel capability. The prices for No. 2,
No. 4, 0.3 percent No. 6 oil and higher than 1.5 percent sulphur No. 6
oil alternate fuel capability categories will be based on the current
marketability of this gas with respect to alternate fuel sources available
to Rate Schedule ISG customers. These prices shall be considered to include
the effect of losses and taxes related to revenues from the sales of this
gas. These prices will be utilized if they are above the floor price
defined as follows: the floor prices is the average commodity cost of gas
received by Public Service adjusted to include: (a) the effect of losses
estimated to be 1.5 percent, (b) a fixed minimum contribution of 1 cent,
(c) GRI surcharge, (d) taxes related to revenue from the sales of gas, and
(e) BPU assessment.
The applicable rate per therm for each alternate fuel oil shall be the
applicable oil price, except that such rate shall not fall below the floor
price.
All recoveries resulting from the sales of gas under this rate schedule
which exceed the cost of supplying such gas will be used to reduce the
monthly cost of gas supplied to firm customers.
OTHER CHARGES:
See Special Provisions (b), (g) and (o).
MINIMUM CHARGE:
The monthly minimum charge shall be $100.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of
the Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: February 25, 1991 Effective: March 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated March 1, 1991
in Docket No. GR90080867
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 28
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
(Continued)
TERM:
One year from the commencement date specified in the Application for
Interruptible Gas Service required by Special Provision (a). The term may
be extended by agreement between customer and Public Service.
SPECIAL PROVISIONS:
Interruptible service will be furnished, when and where available, under
the following conditions:
(a) Customer will be required to sign an Application for interruptible Gas
Service and service will be restricted to the maximum annual and
hourly requirements, and the location and equipment specified.
Attached to the Application for Interruptible Gas Service will be a
signed affidavit certifying the specific grade of fuel oil (or oils)
that can physically and legally be utilized by the installation being
served. The affidavit shall include the percentage of operation which
can physically and legally be served by each alternate fuel. The
customer will submit, within 30 days of change in operations, a new
affidavit to Public Service when such a change effects its alternate
fuel capability, Public Service reserves the right to inspect the
customer's operation as to alternate fuel capability. Upon request by
customer, Public Service may deliver available volumes of gas in
excess of the maximum hourly requirements for limited periods. Such
deliveries shall not be deemed to constitute a change in the
requirements specified in the application.
(b) No Service Charge shall apply to customers receiving service under
this Special Provision who were OPG customers before October 31, 1986.
The monthly Minimum Charge hereinbefore stated shall apply to former
OPG customers in each of the months of May through November.
Service to former OPG customers during the months of January, February
and March will be available for pilots at a Commodity of 60.0 cents
per therm. If service is used during such months for any other
purpose, the Commodity Charge for such service shall be ten times the
applicable Commodity Charge for Rate Schedule ISG. However, Public
Service has no obligation to supply gas to former OPG customers during
the months of January, February and March except for pilots, and may
discontinue deliveries of gas to customer for other purposes. Special
Provisions (d), (e), and (g) are not applicable to former OPG
customers.
(c) Customer may be required to make a payment toward the investment in
facilities which Public Service installs to provide service under this
rate schedule when such investment exceeds an amount equal to 10% of
the estimated first year's revenue from such service. The payment
required will be a contribution equal to the excess amount, payable on
the date Public Service accepts the Application for Interruptible Gas
Service. The making of a payment shall not give the customer any
interest in the facilities, the ownership being vested exclusively in
Public Service.
(d) Customer has installed and maintains complete and adequate standby
equipment and fuel supply for operation with another fuel when the gas
supply is interrupted.
(e) Upon advance notice of eight hours or more, from any hour of any day
given to customer Public Service by telephone, telegram or otherwise,
customer shall discontinue the use of gas until further notice;
customer shall designate personnel who will accept such notification
at any hour of any day.
Date of issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J N0. 10 GAS ORIGINAL SHEET NO. 28A
RATE SCHEDULE ISG
INTERRUPTIBLE SERVICE
(Continued)
(f) The order of interruption shall be as follows: No. 6 oil customers and then
No. 4 oil and No. 2 oil customers.
(g) If customer does not discontinue the use of gas after notification
pursuant to Special Provision (e), the Commodity Charge shall be
60.0 cents per therm for an amount equal to one hour's maximum requirement.
Use of this amount shall be limited to a use rate per hour not greater than
5% of customer's maximum hourly requirement.
The charge for all additional gas used shall be ten times the applicable
Rate Schedule ISG Commodity Charge.
Except for pilots, however, Public Service has no obligation to supply gas
at any time following notice pursuant to Special Provision (e) and may
discontinue completely all other deliveries of gas to customer during the
period of interruption.
If a customer utilizes more than one type of alternate fuel, the rate per
therm to such customer shall be determined by taking a weighted average of
the prices determined above. Such weighting will be based upon the
alternate fuel percentage stated in customer's affidavit. Propane shall be
considered to be equivalent to No. 2 oil for purposes of setting the
appropriate rates under this Tariff.
(h) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply for the operation of the
recording device and may be required to supply dedicated telephone line.
(i) Upon request by Public Service on any day, customer shall furnish an
estimate of the amount of gas to be taken under this rate schedule during
the next 24-hour period.
(j) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes.
(k) Service will not be supplied under this rate schedule and any other gas
rate schedule for the same process or operation at the same location.
(l) Public Service shall not be liable in any way for any failure in whole or
in part, temporary, or permanent, to deliver gas under this rate schedule.
(m) When customer is temporarily prevented from receiving service during any
month by reason of any act of God, accident, strike, or work stoppage,
legal process, governmental interference or compliance with any
governmental order, Public Service at its discretion may, upon customer's
written request, prorate the Minimum Charge to the number of full days
customer is able to receive service.
(n) Service under this rate schedule is not available for resale.
(o) Cogeneration use is applicable to separately metered service for the
sequential production of electrical energy and useful thermal energy from
the same fuel source by a Qualifying Facility as defined in Section 201 of
the Public Utilities Regulatory Policies Act of 1978 whose cogeneration
equipment meets the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations. Sections 292.205 (a) and (b). Customer must
document that qualifying status has been granted by the Federal Energy
Regulatory Commission.
Service to a qualifying cogeneration facility as set forth above is exempt
from Gross Receipts and Franchise taxes.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive of this Tariff, except Section 3. Extension
of Distribution Mains, Section 5.2. Service Connection Charges, Section
7.6. Appliance Adjustments and Section 8.8. Proration of Monthly Charges.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued By FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities dated October 31 1986
In Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET No. 29
ORIGINAL SHEET No. 30
ORIGINAL SHEET No. 31
ORIGINAL SHEET No. 32
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14. 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 33
RATE SCHEDULE ISG-PP
INTERRUPTIBLE PARITY PRICING SERVICE
APPLICABLE TO USE OF SERVICE FOR:
Rate Schedule ISG service considered non-exempt from the incremental
pricing provisions of the Natural Gas Policy Act of 1978.
CHARACTER OF SERVICE:
Interruptible.
RATE:
COMMODITY CHARGE:
The rate per therm of gas used will be set equal to the monthly published
incremental ceiling price which, under Federal Incremental Pricing
Regulations would be applicable to the non-exempt usage each affected
interruptible customer. The rate determined above will be compared with the
floor price defined as equaling the applicable rate per therm of Rate
Schedule ISG.
In the event that any of the rates determined in accordance with this
Tariff are below this floor price, the floor price shall be used. All net
recoveries above the floor price as determined above which result from the
sales of gas under this rate schedule will be used to reduce the monthly
cost of gas supplied exempt and non-affected uses subject to the Levelized
Raw Materials Adjustment Clause.
Notification of changes in the price of this gas shall be filed with the
Board of Public Utilities no later than 2 working days subsequent to the
publication of Federally determined incremental ceiling prices. All other
terms, conditions and provisions of Rate Schedule ISG apply.
TERMINATION:
Parity pricing under this rate schedule shall terminate upon the effective
date of the implementation the Federal Energy Regulatory Commission of
regulations determining the alternate fuel price ceiling on a basis other
than High Sulfur No. 6 Fuel Oil or upon the effective date of
implementation by Federal Energy Regulatory Commission of regulations
modifying the application of incremental pricing under the authority of
Section 202 of the Natural Gas Policy Act of 1978, or immediately upon
termination of incremental pricing under the provisions of the Natural Gas
Policy Act of 1978, whichever occurs first. In the event of termination,
gas service provided under this rate schedule will be subject to and priced
in accordance with Rate Schedule ISG.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET No. 34
THIS SHEET PURPOSELY LEFT BLANK
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 35
RATE SCHEDULE FSG-PP
FIRM PARITY PRICING SERVICE
APPLICABLE TO USE OF SERVICE FOR:
Firm rate schedules service considered non-exempt from the incremental
pricing provisions of the Natural Gas Policy Act of 1978.
CHARACTER OF SERVICE:
Continuous.
RATE:
The following Commodity Charge will be imposed in lieu of the Commodity
Charges states in each firm rate schedule:
COMMODITY CHARGE:
The rate per therm of gas used will be set equal to the monthly published
incremental ceiling price which, under Federal Incremental Pricing
Regulations would be applicable to the non-exempt usage each affected firm
customer. The rate determined above will be compared with a floor price
defined equaling the applicable rate per therm of the applicable firm rate
schedule.
In the event that any of the rates determined in accordance with this
Tariff are below this floor price, floor price shall be used. All net
recoveries above the floor price as determined above which result from the
sales of gas under this rate schedule will be used to reduce the monthly
cost of gas supplied to exempt and non-affected uses subject to the
Levelized Raw Materials Adjustment Clause.
Notification of changes in the price of this gas shall be filed with the
Board of Public Utilities no later than 2 working days subsequent to the
publication of Federally determined incremental ceiling price. All other
terms, conditions and provisions of the applicable firm rate schedules
shall apply.
TERMINATION:
Parity pricing under this rate schedule shall terminate upon the effective
date of the implementation by the Federal Energy Regulatory Commission of
regulations determining the alternate fuel price ceiling on a basis other
than High Sulfur No. 6 Fuel Oil or upon the effective date of
implementation by Federal Energy Regulatory Commission of regulations
modifying the application of incremental pricing under the authority of
Section 202 of the Natural Gas Policy Act of 1978, or immediately under
termination of incremental pricing under the provisions of the Natural Gas
Policy Act of 1978, whichever occurs first. In the event of termination,
gas service provided under this rate schedule will be subject to and priced
in accordance with the applicable firm rate schedule.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY THIRD REVISED SHEET NO. 36
SUPERSEDING
P.U.C.N.J. NO. 10 GAS SECOND REVISED SHEET NO. 36
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
APPLICABLE TO USE OF SERVICE FOR:
The sequential production of electrical energy and useful thermal energy
from the same fuel source by a Qualifying Facility, as defined in Section
201 of the Public Utility Regulatory Policies Act of 1978, whose
cogeneration equipment was installed on or after January 1, 1983, and
regularly meeting the efficiency standards set forth in Chapter 18 of the
Code of Federal Regulations, Sections 292.205 (a) and (b).
CHARACTER OF SERVICE:
Interruptible.
RATE:
SERVICE CHARGE:
$86.00 in each month:
COMMODITY CHARGE:
The monthly rate per therm of gas used will be set equal to the average
commodity cost of gas received by Public Service adjusted to include: (a)
the effect of losses estimated to be 1.5 percent, (b) a fixed contribution
of 3 cents per therm, and (c) GRI surcharge.
All recoveries resulting from the sales of gas under this rate schedule
which exceed the cost of supplying such gas will be used to reduce the
monthly cost of gas supplied to firm customers.
OTHER CHARGES:
See Special Provisions (e) and (r).
MINIMUM CHARGE:
The monthly minimum charge shall be $86.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J No. 10 GAS ORIGINAL SHEET NO. 37
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
TERM:
One year and thereafter until terminated by five days' notice.
SPECIAL PROVISIONS:
Interruptible service will be furnished, when and where available, under
the following conditions:
(a) Public Service has available capacity to provide such service.
(b) Customer must certify that qualifying status has been granted by the
Federal Energy Regulatory Commission and will be required to sign an
Application for Cogeneration Interruptible Gas Service. Service will
be restricted to the maximum annual and hourly requirements, and the
location and equipment specified in the Application. Upon request by
customer, Public Service may deliver available volumes of gas in
excess of the maximum hourly requirement for limited periods. Such
deliveries shall not be deemed to constitute a change in the
requirements specified in the Application.
(c) Customer may be required to make a payment toward the investment in
facilities which Public Service installs to provide service under this
rate schedule when such investment exceeds an amount equal to 10% of
the estimated first year's revenue from such service. The payment
required will be a contribution equal to the excess amount, payable on
the date Public Service accepts the Application for Cogeneration
Interruptible Gas Service. The making of a payment shall not give the
customer any interest in the facilities, the ownership being vested
exclusively Public Service.
(d) Upon advance notice of eight hours or more, from any hour of any day
given to customer Public Service by telephone, telegram or otherwise,
customer shall discontinue the use of gas until further notice;
customer shall designate personnel who will accept such notification
at any hour of any day.
(e) If customer does not discontinue the use of gas after notification
pursuant to Special Provision (d), the Commodity Charge shall be 60.0
cents per therm for an amount equal to one hour's maximum requirement.
Use of this amount shall be limited to a use rate per hour not greater
than 5% customer's maximum hourly requirement.
The charge for all additional gas used shall be ten times the
applicable Commodity Charge Cogeneration Interruptible Schedule CIG.
Except for pilots, however, Public Service has no obligation to supply
gas at any time follow, notice pursuant to Special Provision (d) and
may discontinue completely all other deliveries of gas to customer
during the period of interruption.
Date of Issue: November 14, 1986 Effective: October 31, 1986
Issued by FREDRICK R. DE SANTI, Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET NO. 38
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
(f) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply for the operation of the
recording device and may be required to supply a dedicated telephone line.
(g) Upon request by Public Service on any day, customer shall furnish an
estimate of the amount of gas to be taken under this rate schedule during
the next 24-hour period.
(h) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes.
(i) Service will not be supplied under this rate schedule and any other gas
rate schedule for the same process or operation at the same location except
as specified under Special Provision (n).
(j) Public Service shall not be liable in any way for any failure in whole or
in part, temporary or permanent, to deliver gas under this rate schedule.
(k) When customer is temporarily prevented from receiving service during any
month by reason of any act of God, accident, strike, or work stoppage,
legal process, governmental interference, or compliance with any
governmental order, Public Service at its discretion may, upon customer's
written request, prorate the Minimum Charge to the number of full days
customer was able to receive service.
(l) Public Service agrees that service under this rate schedule will not be
interrupted unless service to the Rate Schedule ISG No. 6 alternate fuel
oil customers have already been interrupted.
(m) Gas supplied under this rate schedule is limited to a quantity equal to the
lesser of either 15 therms for each net kilowatthour of cogenerated
electric generation fueled by gas or the quantity of gas actually consumed
by the cogeneration facility when operated in a cogeneration mode as
determined by Public Service. Net cogenerated electric generation is
defined as generation output less energy used to run the cogeneration
facility's auxiliary equipment. Auxiliary equipment includes, but is not
limited to, forced and induced draft fans, boiler feed pumps and
lubricating oil systems.
(n) Gas supplied in excess of the quantity described in Special Provision (m)
will be billed under an applicable rate schedule as determined by Public
Service except as specified under Special Provision (e).
(o) Net cogenerated electric generation fueled by natural gas will be
determined each month as follows:
(o-1) For facilities which burn two or more fuels simultaneously for
cogeneration, net cogenerated electric generation will be allocated
between such fuels on the Btu input of each fuel.
(o-2) For facilities which change fuel usage between gas and an
alternate fuel for cogeneration, net cogenerated electrical generation
fueled by gas will be based on meter readings taken by the customer at
the time the fuel change occurs or the portion of the allocated amount
determined in Special Provision (m) prorated by the number of hours or
days that the customer used gas.
Date of Issue: November 14, 1986 Effective: October 31,1986
Issued by FREDRICK R. DE SANTI, Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1986
in Docket No. ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO.39
SUPERSEDING
P.U.C.N.J.NO. 10 GAS ORIGINAL SHEET NO. 39
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
(p) Public Service, at its sole discretion, may utilize readings from customer
or Company-owned meters to determine the quantity of gas to which this rate
schedule is applicable in lieu of the allocation specified in Special
Provision (o-1). The customer shall make available, and Public Service
shall have the right to read, inspect and/or test such customer-owned
meters during normal working hours. Additional gas, electric and/or useful
thermal output meters required to determine the amount of gas to which this
rate schedule is applicable will be installed, owned and operated by Public
Service. However, Public Service may, at its sole option, use calculated or
estimated data to determine such gas usage.
(q) Customer is required to file a monthly report to Public Service containing
the total amount of kilowatthours produced by the cogeneration facility.
(r) EXPERIMENTAL COGENERATION SERVICE: Gas service under this Special Provision
is limited to customers having commitments for service from Public Service
under this experimental program as of September 24, 1985. When Experimental
Cogeneration Service is supplied, the following provisions shall apply:
(r-1) In lieu of the Commodity Charge calculation hereinbefore set forth,
the fixed contribution in any month shall be 1 cent per therm.
(r-2) In lieu of the term hereinbefore set forth, the term shall be two
years, except Qualifying Facilities which have made substantial
investments in cogeneration facilities, including but not limited to
the purchase of a diesel engine or gas turbine with associated waste
heat boiler equipment or a steam turbine, installed specifically to
receive service under this Special Provision, shall have the option
to renew service at the same service location for such facilities
through August 22, 1994.
(s) Service under this rate schedule is not available for resale.
(t) EXTENDED GAS SERVICE (AVAILABLE DECEMBER 26, 1990 TO APRIL 1, 1991): Gas
service under this Special Provision is limited to customers having a
combined nameplate-rated capacity of one megawatt or more and an executed
application for this Special Provision. When service under this Rate
Schedule is interrupted, service under this Special Provision will be
supplied at Public Service's option. When Extended Gas Service is offered
by Public Service, the following provisions shall apply:
(t-1) In lieu of the Commodity charge calculation hereinbefore set forth,
the following charges shall apply: 1) a Special Delivery Charge of
$0.15 per therm for each therm of Extended Gas Service supplied to
the customer; and 2) a Commodity Charge which shall be the actual
delivered price of propane to Public Service or the highest cost gas
purchased or used by Public Service when service under this Special
Provision is offered, whichever is the incremental gas source.
(t-2) An application for this Extended Gas Service shall be executed no
later than January 15, 1991 and shall include the customer's maximum
daily requirements under this Special Provision and a prepayment
equal to four days of the Special Delivery Charge at the customer's
maximum daily requirement. Use of gas above the maximum daily
requirement, on any day for which Public Service has offered and the
customer has requested Extended Gas Service, will be subject to the
penalty as stated in Special Provision (e). Such prepayment shall be
non-refundable unless and to the extent that Public Service does not
offer customer such Extended Gas Service for at least 96 hours.
Date of issue: January 7, 1991 Effective: December 26, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 26, 1990
in Docket No. GT90111290
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
P.U.C.N.J. No. 10 GAS ORIGINAL SHEET No. 39A
RATE SCHEDULE CIG
COGENERATION INTERRUPTIBLE SERVICE
(Continued)
(t-3) Customer will be notified of the Commodity Charge at least eight
hours prior to the availability of this service, or prior to a change
in the Commodity Charge, by fax machine. Following receipt of Public
Service's notice, the customer will have two hours within which to
fax to Public Service his acceptance of the Commodity Charge for the
service. If customer does not accept this service, customer must
discontinue the use of gas the time designated by Public Service,
which time shall not be less than eight hours after Public Service's
notice to Customer of the availability and the Commodity Charge of
the Extended Gas Service. Any gas usage by customer following the
time designated by Public Service shall be subject to the penalty as
stated in Special Provision (e).
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on Sheets
Nos. 6 to 18, inclusive, of this Tariff, except Section 3, Extension of
Distribution Mains, Section 5.2, Service Connection Charges, Section 7.6,
Appliance Adjustments and Section 8.8, Proration of Monthly Charges.
Date of Issue: January 7, 1991 Effective: December 26,1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated December 26, 1990
in Docket No. GT90111290
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SIXTH REVISED SHEET NO.40
SUPERSEDING
P.U.C.N.J NO. 10 GAS FIFTH REVISED SHEET NO.40
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for firm gas is not less
than 150 therms per hour, where the customer has the installed capability
to utilize an alternate type of fuel and where the customer has a current
fully executed contract(s) to purchase natural gas supplies and transport
these supplies to interconnection points with Public Service's distribution
system from which Public Service may receive and physically transport and
deliver the customer's purchased gas supply.
CHARACTER OF SERVICE:
Continuous transportation subject to Public Service's available capacity to
provide such service.
RATE:
SERVICE CHARGE:
$250.00 in each month.
TRANSPORTATION CHARGE FOR THE FIRST 1,000 THERMS:
18.165 cents per therm for the first................1,000 therms
transported in each month
TRANSPORTATION CHARGE IN EXCESS OF 1,000 THERMS IN THE MONTHS OF MAY
THROUGH OCTOBER:
10.837 cents per therm for the next.............4,000 therms transported in
each month
7.100 cents per therm in excess of.............5,000 therms transported in
each month
TRANSPORTATION CHARGE IN EXCESS OF 1,000 THERMS IN THE MONTHS OF NOVEMBER
THROUGH APRIL:
15.204 cents per therm in excess of.............1,000 therms transported in
each month
These charges do not apply to gas sold to customer by PSE&G pursuant to
Special Provisions (b) and (p).
OTHER CHARGES:
See Special Provisions (b), (f), (i) and (p).
MINIMUM CHARGE:
The monthly minimum charge shall be $250.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of the gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to a late payment charge.
Date of Issue: December 14, 1990 Effective: January 1, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated August 29, 1990
in Docket No.ER85121163
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY THIRD REVISED SHEET NO.41
SUPERSEDING
P.U.C.N.J. NO. 10 GAS SECOND REVISED SHEET NO.41
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
(Continued)
TERM:
A minimum of one year from the commencement date specified in the
Application for Firm Transportation Gas Service required by Special
Provision (a). The term may be extended by agreement between customer and
Public Service.
SPECIAL PROVISIONS:
(a) Customer will be required to sign a service agreement and service will be
restricted to the maximum hourly, daily and monthly requirements specified.
Upon request by the customer, Public Service may, in its sole discretion,
accept and deliver natural gas volumes in excess of the maximum levels
specified in the service agreement.
(b) Customer shall be responsible for scheduling the deliveries of its gas to
Public Service and for maintaining a balance between its deliveries to
Public Service and its usage.
Customer and Public Service will schedule deliveries on a daily basis
during any month on a mutually acceptable basis giving customer reasonable
flexibility consistent with Public Service's operating limitations. Public
Service shall maintain a cumulative account balance for customer which
shall be debited with quantities of gas received by Public Service and
credited with quantities of gas used by customer.
If customer ends a season (end of months of April and October) with a
positive account balance in excess of 30% of customer's usage in such
season, customer shall pay Public Service 7 cents per therm for such
positive balance in excess of 30%. Additionally, Public Service may
interrupt the receipt of customer's gas balance until excess of 30% is
eliminated.
If customer ends season with a negative account balance in excess of 15% of
the quantity used by customer in such season, the quantity in excess of 15%
will be purchased by the customer at the LVG Rate Schedule winter tail
block rate (or successor rate schedule) plus the Levelized Gas Adjustment
Charge.
Upon expiration of the service agreement, Public Service shall review the
status of customer's account. In the event customer's account has a
negative balance, the customer will be charged the LVG winter tail block
rate (or successor rate) plus the Levelized Gas Adjustment Charge for each
therm of imbalance. If customer's account has a positive balance, customer
will have thirty days within which to balance its account. If after thirty
days, customer has failed to balance his account, Public Service may retain
at no cost the gas quantities then constituting the imbalance in customer's
account, free and clear of any claims to title.
(c) Customer or customer's agent shall provide Public Service a statement
specifying the quantities of gas delivered to Public Service for such
customer. Failure to provide this information timely shall give Public
Service the right to determine deliveries based upon records in its
possession. Customer will be responsible for resolving with transporter any
disagreement customer has relative to the accuracy of transporter's record
of deliveries of gas to Public Service for customer.
(d) Customer or customer's agent shall provide Public Service with a minimum of
twenty-four hours prior notice of the natural gas volumes customer intends
to have transporter deliver to Public Service for customer's account.
(e) Upon advance notice of eight hours or more, from any hour of any day given
to customer by Public Service by telephone, telegram or otherwise, customer
shall discontinue the use of gas until further notice. Customer shall
designate personnel who will accept such notification at any hour of any
day. Public Service will not interrupt service to customer with respect to
quantities of gas being delivered to Public Service by customer on any day
unless operating limitations on Public Service's system preclude the
delivery of such gas to customer.
Date of Issue: November 5, 1990 Effective: November 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1990
in Docket No. GR90070649J
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO. 42
SUPERSEDING
P.U.C.N.J. NO. 10 GAS ORIGINAL SHEET NO. 42
RATE SCHEDULE TSG-F
FIRM TRANSPORTATION GAS SERVICE
(Continued)
(f) If customer does not discontinue the use of gas after notification pursuant
to Special Provision (e), customer shall be charged ten times the commodity
charge contained in Rate Schedule ISG for 0.3% No. 6 Oil (or successor rate
schedule) for each therm of gas used by the customer in excess of the
number of the therms of gas delivered to Public Service by the customer
during each day of any interruption period.
(g) Upon the expiration of the service agreement, customer shall be eligible to
receive gas service under Rate Schedule LVG (or successor rate schedule)
providing customer notifies Public Service within 90 days of such
expiration of its election to purchase such service. After ninety days
customer's eligibility to receive gas sales service shall be the same as
the eligibility of any new person or entity which is at that time
requesting gas sales service.
(h) Customer shall: make all the arrangements necessary; obtain from
appropriate regulating bodies any approvals necessary; prepare any reports
or other filings which any regulatory body may require; and be responsible
for all costs, charges and expenses including but not limited to the
payment to appropriate governmental entities for any tax or assessment
relative to the acquisition, transportation of use of customer's gas
supply.
(i) Customer will be required to make payment toward all the investment in
facilities which Public Service installs to provide service under this rate
schedule. Public Service will refund one-third of the TSG-F charge
annually, up to a five-year period, not to exceed the cost of investment.
The making of a payment shall not give the customer any interest in the
facilities, the ownership being vested exclusively in Public Service.
(j) Customer warrants that at the time of delivery of gas to Public Service it
will have good title to deliver all gas volumes made available.
(k) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply source, an individual message
business control office line and arrange for data transmission of metering
information and termination of data on an RJ45S modular jack.
(l) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes. Customer shall not be eligible to receive service under this
rate schedule and any other rate schedule for the same equipment or for
equipment supplying a common steam header during the term of the Service
Agreement.
(m) Customer has installed and maintains complete and adequate standby
equipment and fuel supply for operation with another fuel when the gas
supply is interrupted.
(n) Public Service shall not be liable in any way for any failure in whole or
in part, temporary or permanent, to deliver gas under this rate schedule.
(o) Service under this rate schedule is not available for resale.
(p) Public Service, at its option, may sell gas to customer at a rate
equivalent to the commodity charge under Rate Schedule ISG for the
alternate fuel type specified in customer's affidavit, subject to the TSG
floor price.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive, of this Tariff, except Section 3, Extension
of Distribution Mains, Section 5.2, Service Connection Charges, Section
7.6, Appliance Adjustments and Section 8.8, Proration of Monthly Charges.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO. 43
SUPERSEDING
P.U.C.N.J. NO.10 GAS ORIGINAL SHEET NO. 43
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
APPLICABLE TO USE OF SERVICE FOR:
General purposes where the maximum requirement for interruptible gas is not
less than 150 therms per hour, where the customer has the installed
capability to utilize an alternate type of fuel, and where the customer has
a current fully executed contract(s) to purchase natural gas supplies and
transport these supplies to interconnection points with Public Service's
distribution system from which Public Service may receive and physically
transport and deliver the customer's purchased gas supply.
CHARACTER OF SERVICE:
Interruptible transportation.
RATE:
SERVICE CHARGE:
$250.00 in each month.
TRANSPORTATION CHARGE:
7.1 cents per transportation therm used by customer.
This charge does not apply to gas sold to customer by PSE&G pursuant to
Special Provisions(b) and (h).
OTHER CHARGES:
See SPECIAL PROVISIONS (b), (f), (h), and (j).
MINIMUM CHARGE:
The monthly minimum charge shall be $250.00.
DETERMINATION OF THERMS:
The number of therms used shall be determined by multiplying the number of
hundred cubic feet used by the "therms multiplier" expressed in therms per
hundred cubic feet which appears on every bill.
The "therms multiplier" shall be on the basis of the actual heating value
of gas used.
TERMS OF PAYMENT:
Bills are due on presentation subject to a late payment charge at the rate
of 1.416% per monthly billing period in accordance with Section 8.13 of the
Standard Terms and Conditions. Service to a body politic will not be
subject to late payment charge.
TERM:
A minimum of one year from the commencement date specified in the
Application for Non-Firm Transportation Gas Service required by Special
Provision (a). The term may be extended by agreement between customer and
Public Service.
Date of Issue: November 5, 1990 Effective: November 1, 1990
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated October 31, 1990
in Docket No. GR90070649J
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY SECOND REVISED SHEET NO. 44
SUPERSEDING
P.U.C.N.J. NO. 10 GAS FIRST REVISED SHEET NO. 44
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
(Continued)
SPECIAL PROVISIONS:
(a) Customer will be required to sign a service agreement and service will be
restricted to the maximum annual, daily, and hourly requirements, and the
location and equipment specified. Attached to the service agreement will be
a signed affidavit, certifying the specific grade of fuel oil (or oils)
that can physically and legally be utilized by the installation being
served. The affidavit shall include the percentage of operations which can
physically and legally be served by each alteration fuel. The customer will
submit, within 30 days of change in operations, a new affidavit to Public
Service when such change effects its alternate fuel capability. Public
Service reserves the right to inspect the customer's operation as to
alternate fuel capability. Upon request by customer, Public Service may
deliver available volumes of gas in excess of the maximum requirements, for
limited periods. Such deliveries shall be deemed to constitute a change in
the requirements specified in the application.
(b) Customer shall be responsible for scheduling the deliveries of its gas to
Public Service and for maintaining a balance between its deliveries to
Public Service and its usage. Unless prior agreement is reached with Public
Service, gas volumes that are delivered by customer to Public Service
during any month shall be delivered at a substantially uniform daily rate.
Public Service shall maintain a cumulative gas account balance for
customer which shall be debited with quantities of gas received by Public
Service and credited with quantities of gas used by customer. If at the end
of any month customer's account balance is positive in an amount in
excess of 10% of customer's usage in such month, customer shall pay Public
Service 3 cents per therm for any balance in excess of 10%. In any month
immediately following a month for which customer has a negative balance in
excess of 10%, customer shall bring its account balance within 10% by
purchasing the negative balance in excess of 10% from Public Service at a
rate equal to 110% of the commodity rate described in Special Provision (h)
for the month in which the excess negative balance occurred. Public Service
shall not be required to make such gas sales if doing so will adversely
affect Public Service's other customers. At anytime that customer has a
negative imbalance in excess of 10% and the continual usage of such gas
will adversely affect Public Service's other customers, Public Service upon
notice as specified in Special Provision (e), may limit customer usage on
any day to no more than customer's deliveries to Public Service on that
same day, until such time as the negative balance in excess of 10% is
eliminated. When customer's usage is limited to its daily deliveries, for
any usage in excess of its deliveries on any day, such customer will be
charged a penalty calculated in the manner as specified in Special
Provision (f).
Upon expiration of the service agreement, Public Service shall review the
status of customer's account. In the event customer's account has a
negative balance, customer will be charged 110% of the applicable commodity
charge under Rate Schedule ISG (or successor rate) for each therm of
negative balance. If customer's account has a positive balance, customer
will have thirty days within which to balance its account. If after thirty
days, customer has failed to balance his account, Public Service may retain
at no cost the gas volumes then constituting the balance in customer's
account, free and clear of any claims to title.
(c) Customer or customer's agent shall provide Public Service a statement
specifying the quantities of gas delivered to Public Service for such
customer. Failure to provide this information timely shall give Public
Service the right to determine deliveries based upon records in its
possession. Customer will be respectable for resolving with transporter any
disagreement customer has relative to the accuracy of transporter's record
of deliveries of gas to Public Service for customer.
(d) Customer or customer's agent shall provide Public Service with a minimum of
twenty-four hours prior notice of the natural gas volumes customer intends
to have transporter deliver to Public Service for customer's account.
(e) Upon advance notice of eight hours or more, from any hour of any day given
to customer by Public Service by telephone, telegram or otherwise, customer
shall discontinue the use of gas until further notice; customer shall
designate personnel who will accept such notification at any hour of any
day. Public Service will not interrupt service to customer with respect to
any quantities of gas being delivered to Public Service by customer on any
day unless operating limitations on Public Service's system preclude the
deliver of such gas to customer.
(f) If customer does not discontinue the use of gas after notification pursuant
to Special Provision (e), customer shall be charged ten times the commodity
charge contained in Rate Schedule ISG for 0.3% No. 60 (or successor rate
schedule) for each therm of gas used by the customer in excess of the
number of therms of gas delivered to Public Service by the customer during
each day of any interruption period.
Date of Issue: April 4, 1991 Effective: March 26, 1991
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President--Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated March 26, 1991
in Docket No. GT91010086
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST REVISED SHEET NO.45
SUPERSEDING
P.U.C.N.J. NO 10 GAS ORIGINAL SHEET NO.45
RATE SCHEDULE TSG-NF
NON-FIRM TRANSPORTATION GAS SERVICE
(Continued)
(g) After the expiration of the service agreement, customer's eligibility to
receive gas sales service shall be the same as the eligibility of any
person or entity which is at that time requesting gas sales service as a
new customer.
(h) Public Service, at its option, may sell gas to customer at a rate equal to
the applicable commodity rate for service under Rate Schedule ISG for the
alternate fuel category designated in customer's affidavit, subject to the
TSG floor price.
(i) Customer shall: make all the arrangements necessary; obtain from
appropriate regulating bodies any approvals necessary; prepare any reports
or other filings which any regulatory body may require; and be responsible
for all costs, charges and expenses including but not limited to the
payment to appropriate governmental entities for any tax or assessment
relative to the acquisition, transportation, or use of customer's gas
supply.
(j) Customer will be required to make payment toward all the investment in
facilities which Public Service installs to provide service under this rate
schedule. The making of a payment shall not give the customer any interest
in the facilities, the ownership being vested exclusively in Public
Service.
(k) Customer warrants that at the time of delivery of gas to Public Service it
will have a good title to deliver all gas volumes made available.
(l) Metering shall include a recording device, furnished by Public Service.
Customer shall furnish an electrical supply source, an individual message
business control office line and arrange for data transmission of metering
information and termination of data on an RJ45S modular jack.
(m) Service supplied under this rate schedule shall be separately metered and
shall not be combined with use under any other rate schedule for billing
purposes. Customer shall not be eligible to receive service under this rate
schedule and any other rate schedule for the same equipment or for
equipment supplying a common steam header during the term of this
agreement.
(n) Customer has installed and maintains complete and adequate standby
equipment and fuel supply for operation with another fuel when the gas
supply is interrupted.
(o) Public Service shall not be liable in any way for any failure in whole or
in part, temporary or permanent, to deliver gas under this rate schedule.
(p) Service under this rate schedule is not available for resale.
STANDARD TERMS AND CONDITIONS:
This rate schedule is subject to the Standard Terms and Conditions on
Sheets Nos. 6 to 18, inclusive, of this Tariff, except Section 3, Extension
of Distribution Mains, Section 5.2 Service Connection Charges, Section 7.6,
Appliance Adjustments and Section 8.8, Proration of Monthly Charges.
Date of Issue: December 27, 1989 Effective: December 6, 1989
Issued by ROBERT J. DOUGHERTY, JR., Senior Vice President-Customer Operations
80 Park Plaza, Newark, New Jersey 07101
Filed pursuant to Order of Board of Public Utilities, dated
in Docket No. GR89060622
<PAGE>
EXHIBIT C
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EXHIBIT D
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EXHIBIT E
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EXHIBIT F
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EXHIBIT G
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<PAGE>
EXHIBIT H
LETTER #1
May 15, 1991
Camden Cogen, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated May 15, 1991
Gentlemen:
Pursuant to paragraph 3.9 of the above-captioned agreement (the
"Agreement"), Public Service Electric and Gas Company ("Seller") hereby
represents that it has entered into contracts with one or more natural gas
interstate pipeline companies ("Transporter(s)") for Seller to acquire firm
transportation capacity on Transporter(s)' systems and that, when in service,
such capacity, combined with other capacity available to Seller, will be
sufficient to permit Seller to render the services to be provided under the
Agreement. Consistent with said paragraph 3.9, please furnish the required [*]
letter of credit to Seller within five (5) business days of the Construction
Drawdown Date or, if later, five (5) business days of your receipt of this
letter.
Very truly yours,
<PAGE>
EXHIBIT H
LETTER #2
May 15, 1991
Camden Cogen, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated May 15, 1991
Gentlemen:
Pursuant to paragraph 3.9 of the above-captioned agreement (the
"Agreement"), Public Service Electric and Gas Company ("Seller") hereby
represents that the Federal Energy Regulatory Commission ("FERC") has issued a
final order granting a certificate of public convenience and necessity to one
or more natural gas interstate pipeline companies ("Transporter(s)") to provide
firm transportation capacity to Seller which, when in service together with
other capacity available to Seller, will be sufficient to permit Seller to
render firm, uninterruptible delivery service of at least the Contract Quantity
pursuant to the terms of the Agreement. Consistent with said paragraph 3.9,
please furnish the required [*] letter of credit within five (5) business days
of your receipt of this letter.
Very truly yours,
<PAGE>
EXHIBIT H
LETTER #3
May 15, 1991
Camden Cogen, L.P.
1600 Smith Street
Suite 5000, 50th Floor
Houston, TX 77002
Re: Gas Service Agreement Dated May 15, 1991
Gentlemen:
Pursuant to paragraph 3.9 of the above-captioned agreement (the
"Agreement") Public Service Electric and Gas Company ("Seller") hereby
represents that Seller will have available firm transportation capacity on the
systems of one or more natural gas interstate pipeline companies and will be
prepared on the Requested Service Date to render firm, uninterruptible delivery
service of at least the Contract Quantity under, and subject to the other
provisions of, the Agreement on a year-round basis in accordance with the terms
of the Agreement. Consistent with said paragraph 3.9, please furnish the final,
required [*] letter of credit within five (5) business days of your receipt of
this letter.
Very truly yours,
<PAGE>
EXHIBIT 10.79
ASSIGNMENT AND SECURITY AGREEMENT
ASSIGNMENT and SECURITY AGREEMENT, dated as of February 4, 1992, made
by COGEN TECHNOLOGIES CAMDEN GP LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Pledgor" or the "Camden General Partner"), the sole general
partner of Camden Cogen L.P. (the "Camden Limited Partnership"), a Delaware
limited partnership, in favor of General Electric Capital Corporation ("GE
Capital"), as collateral agent for the GP Lender (as defined below) under the
Linden GP Loan Agreement (as defined below) (in such capacity, the "Collateral
Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Construction and Term Loan Agreement, dated as
of February 4, 1992, among Camden Limited Partnership, the lenders from time to
time party thereto (the "Camden Lenders") and GE Capital, as agent for the
Camden Lenders (in such capacity, the "Camden Agent") (as the same may be
amended, supplemented or otherwise modified from time to time, the "Camden
Limited Partnership Loan Agreement"), the Camden Lenders have agreed to make
loans to, and GE Capital has agreed to issue letters of credit for the account
of, the Camden Limited Partnership in connection with the development and
construction of a cogeneration facility in Camden, New Jersey (the "Camden
Project"); and
WHEREAS, pursuant to the Term Loan Agreement, dated as of February 15,
1990, between Cogen Technologies Linden, Ltd., a Texas limited partnership (the
"Borrower"), and General Electric Power Funding Corporation, a Delaware
corporation (the "GP Lender") (as the same may be amended, supplemented or
otherwise modified from time to time, the "Linden GP Loan Agreement"), the GP
Lender has made, and has agreed to make, certain loans (the "GP Loans") for the
account of the Borrower; and
WHEREAS, the Borrower has requested the GP Lender to make a GP Loan (the
"Requested GP Loan") pursuant to the Linden GP Loan Agreement, the proceeds of
which will be loaned (the "Affiliate Loan") by the Borrower to an affiliate of
the Pledgor; and
WHEREAS, the Pledgor and the Camden Limited Partnership will derive
substantial benefit from the making of the Affiliate Loan; and
WHEREAS, it is a condition precedent to the obligation of the GP Lender
to make the Requested GP Loan to the Borrower
<PAGE>
2
under the Linden GP Loan Agreement that the Pledgor shall have executed and
delivered this Pledge and Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the GP
Lender to make the Requested GP Loan, the Pledgor hereby agrees with the
Collateral Agent as follows:
1. Defined Terms. (a) All capitalized terms used herein which are
defined in the Linden GP Loan Agreement shall have their respective meanings as
therein defined, unless such terms are defined herein. All terms defined herein
or in the Linden GP Loan Agreement in the singular shall have the same meanings
when used in the plural and vice versa.
(b) The following terms defined in Article 9 of the Uniform Commercial
Code as in effect in the State of New York are used herein as so defined:
Chattel Paper and Instrument; and the following terms shall have the following
meanings:
"Agreement" shall mean this Assignment and Security Agreement, as the
same may from time to time be amended, supplemented or otherwise modified.
"Amended and Restated Partnership Agreement" shall have the meaning set
forth in the Camden Capital Contribution Agreement.
"Camden Capital Contribution Agreement" shall mean the Capital
Contribution Agreement, dated as of February 4, 1992, among the Camden Limited
Partnership, the Camden General Partner and GE Capital, as amended, supplemented
or otherwise modified from time to time.
"Camden Collateral Security Documents" shall have the meaning assigned
to the term "Collateral Security Documents" in the Camden Limited Partnership
Loan Agreement.
"Camden General Partner Loan Agreement" shall mean the Term Loan
Agreement, dated as of February 4, 1992, between GE Capital and the Camden
General Partner, as amended, supplemented or otherwise modified from time to
time.
"Camden General Partner Partnership Agreement": the collective reference
to (a) the certificate of limited partnership of the Camden General Partner,
dated July 26, 1991, filed with the Secretary of State of the State of Delaware
on August 12, 1991, and (b) the Agreement of Limited Partnership of the Camden
General Partner, dated as of July 26, 1991 between the General Partner (as
defined in the Camden General Partner Loan Agreement), as general partner, and
the Limited Partner (as defined in the Camden General Partner Loan Agreement),
as limited partner (as amended by the Amendment thereto dated December 1, 1991),
in
<PAGE>
3
each case as amended, supplemented or otherwise modified from time to time.
"Camden Limited Partnership Partnership Agreement" shall mean the
collective reference to (a) the Amended and Restated Certificate of Limited
Partnership of the Camden Limited Partnership, dated July 26, 1991, filed by
the Camden General Partner with the Secretary of State of the State of Delaware
on July 21, 1991, and (b) the Agreement of Limited Partnership of the Camden
Limited Partnership, dated on or as of March 25, 1988, between PFC Camden One,
Inc., as general partner and PFC Camden Two, Inc. as limited partner (as amended
by amendments dated on or as of December 28, 1990, December 31, 1990, July 26,
1991 and December 1, 1991), in each case as amended, supplemented or otherwise
modified from time to time.
"Camden Secured Parties" shall mean the Camden Agent, the Camden Lenders
and GE Capital.
"Code" shall mean the Uniform Commercial Code as the same may from time
to time be in effect in the State of New York.
"Collateral" shall have the meaning assigned to it in Section 2 of this
Agreement.
"Obligations" shall mean all the unpaid principal amount of, and accrued
interest on, the Notes and all other obligations and liabilities of the Borrower
to the GP Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of
or in connection with the Linden GP Loan Agreement, the Notes, this Agreement or
the other Transaction Documents, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the GP Lender) or
otherwise.
"Permitted Liens" shall have the meaning set forth in the Camden General
Partner Loan Agreement, provided that (i) all references to the "Lender"
thereunder shall be deemed to be references to the "Lender" thereunder and to
the "GP Lender" hereunder and (ii) all references to the "Collateral" thereunder
shall be deemed to be references to the "Collateral" as defined in the Camden
General Partner Loan Agreement and the "Collateral" as defined herein.
"Proceeds" shall have the meaning assigned to it under the Code and, in
any event, shall include, but not be limited to, (i) any and all proceeds of any
insurance,
<PAGE>
4
indemnity, warranty or guaranty payable to the Pledgor from time to time with
respect to any of the Collateral, (ii) any and all payments (in any form
whatsoever) made or due and payable to the Pledgor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority) and (iii) any and
all other amounts from time to time paid or payable under or in connection with
any of the Collateral.
"Security Deposit Agreement" shall have the meaning set forth in the
Camden Limited Partnership Loan Agreement.
2. Assignment and Grant of Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Loans and all other Obligations,
the Pledgor hereby sells, assigns, conveys, mortgages, pledges, hypothecates and
transfers to the Collateral Agent for the benefit of the GP Lender, and hereby
grants to the Collateral Agent for the benefit of the GP Lender a continuing
first (other than as to Permitted Liens) priority security interest in, to and
under all of the following property now owned or at any time hereafter acquired
by the Pledgor or in which the Pledgor now has or at any time in the future may
acquire any rights, title or interest (all of which being hereinafter
collectively called the "Collateral"):
(i) all right, title and interest of the Pledgor in the Camden
Limited Partnership;
(ii) any and all moneys due and to become due to the Pledgor now or
in the future by way of a distribution made to the Pledgor in its capacity as a
partner of the Camden Limited Partnership;
(iii) any and all moneys due or to become due to the Pledgor now or
in the future by virtue of the Pledgor's interest as a partner in the Camden
Limited Partnership;
(iv) any other property of the Camden Limited Partnership to which
the Pledgor now or in the future may be entitled in its capacity as a partner of
the Camden Limited Partnership by way of distribution, return of capital or
otherwise;
(v) any other claim which the Pledgor now has or may in the future
acquire in its capacity as a partner of the Camden Limited Partnership against
the Camden Limited Partnership and its property; and
<PAGE>
5
(vi) to the extent not otherwise included, all Proceeds of any or all of
the foregoing.
3. Notification of Pledge. Pursuant to Section 8-313(1)(h)(iv) of the
Uniform Commercial Code as in effect in the State of Delaware (the
"Notification Section"), this Agreement shall constitute written notification by
the Pledgor to GE Capital, the registered pledgee of the Collateral under
Section 8-313(1)(b) of the Uniform Commercial Code as in effect in the State of
Delaware (the "Registered Pledgee"), of the security interest granted hereby to
the Collateral Agent, for the benefit of the GP Lender. The signature of the
Registered Pledgee on the signature page hereof shall constitute
acknowledgement, pursuant to the Notification Section, by the Registered Pledgee
of the transfer, to the Pledgee, of the security interest purported to be
effected by this Agreement.
4. Limitations on Distributions. So long as this Agreement shall remain
in full force and effect and no Default or Event of Default under the Linden GP
Loan Agreement shall have occurred and be continuing, any distributions of cash
or other property payable in respect of the Collateral shall be paid to the
Pledgor in accordance with the Amended and Restated Partnership Agreement and
the Security Deposit Agreement. After the occurrence of a Default or Event of
Default (as defined in the Linden GP Loan Agreement) and for so long as such
Default or Event of Default is continuing, such distributions shall be applied
by the Collateral Agent to the payment in whole or in part of the Obligations,
as provided in the Camden Collateral Agency Agreement.
5. Representations and Warranties. The Pledgor hereby represents and
warrants that:
(a) The Pledgor (i) is a limited partnership validly existing under
the laws of the State of Delaware, (ii) has all the requisite partnership power
and authority to own and operate its properties, to carry on its business as now
conducted and to pledge its interest in the Collateral pursuant to this
Agreement and (iii) is duly qualified to do business in the States of New Jersey
and Texas, the only jurisdictions in which the conduct of its business or the
ownership or lease of its assets require such qualification. The Pledgor is the
sole general partner of the Camden Limited Partnership, and its partnership
interest is 66.667%. Complete and correct copies of the Camden Limited
Partnership Agreement and the Camden General Partner Partnership Agreement and
of all contracts and agreements between the Pledgor and the Camden Limited
Partnership have been delivered to the GP Lender.
(b) Except for those filings and registrations required to perfect
the Liens created by this Agreement,
<PAGE>
6
neither the Camden Limited Partnership nor the Pledgor is required to obtain
any order, consent, approval or authorization of, or required to make any
declaration or filing, with, any Governmental Authority or any other Person in
connection with the execution and delivery of this Agreement and the granting
and perfection of the security interests pursuant to this Agreement.
(c) This Agreement has been duly executed and delivered on behalf of the
Pledgor, and this Agreement constitutes a legal, valid and binding obligation of
the Pledgor, enforceable against the Pledgor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and except as enforceability may be subject to
general principles of equity, whether such principles are applied in a court of
equity or at law.
(d) The execution, delivery and performance of this Agreement will not
result in any violation of or be in conflict with or constitute a default under
any term of the Camden Limited Partnership Agreement or the Camden General
Partner Partnership Agreement, or of any Requirement of Law or Contractual
Obligation applicable to the Pledgor except to the extent that the failure to
comply therewith could not reasonably be expected to (i) have a material adverse
effect on the Collateral or (ii) materially adversely affect the ability of the
Pledgor to perform its obligations under this Agreement, or result in the
creation of any Lien upon any of the properties or revenues of the Pledgor
pursuant to any such Requirement of Law or Contractual Obligation other than the
Liens in favor of the Collateral Agent created pursuant to this Agreement.
(e) Except for the security interest granted to the Collateral Agent
pursuant to this Agreement and the security interests granted to the Collateral
Agent pursuant to the Camden Collateral Security Documents, the Pledgor is the
sole owner of the Collateral, having good title thereto, free and clear of any
and all Liens other than Permitted Liens and the Liens in favor of the
Collateral Agent created pursuant to this Agreement.
(f) No security agreement, financing statement, equivalent security or
lien instrument or continuation statement covering all or any part of the
Collateral is on file or of record in any public office or with the Camden
Limited Partnership, except such as constitute Permitted Liens or as may have
been or will be filed or registered (i) by the Pledgor in favor of the
Collateral Agent pursuant to this Agreement and in favor of the Camden Secured
Parties created pursuant to the Camden Collateral Security Documents
<PAGE>
7
or (ii) by the General Partner (as defined in the Camden General Partner Loan
Agreement) in favor of the lender party to the Camden General Partner Loan
Agreement pursuant to the Collateral Security Documents (as defined in the
Camden General Partner Loan Agreement).
(g) This Agreement constitutes a valid and continuing first lien
(subject to the Permitted Liens) on and perfected security interest in the
Pledgor's right, title and interest in and to the Collateral (other than those
items of Collateral which, individually or in the aggregate, are not material)
in favor of the Collateral Agent, prior (other than as to the Permitted Liens)
to all other Liens, and is enforceable as such against creditors of and
purchasers from the Pledgor. All action necessary or desirable to protect and
perfect such security interest, including, but not limited to, the filing of
financing statements in the jurisdictions referred to on Schedule I to this
Agreement and the registration of the pledge effected hereby on the books of the
Camden Limited Partnership in accordance with the provisions of the Uniform
Commercial Code in effect in the jurisdiction in which the Camden Limited
Partnership is organized, in each item of the Collateral (other than those items
of Collateral which, individually or in the aggregate, are not material) has
been duly taken.
(h) The Pledgor's principal place of business and chief executive
office and the place where its records concerning the Collateral are kept is
located at the address set forth with its signature below and the Pledgor will
not change such address or remove such records without 30 days' prior written
notice to the Collateral Agent.
6. Covenants. The Pledgor covenants and agrees with the Collateral Agent
and the GP Lender that from and after the date of this Agreement and until the
Obligations are fully satisfied:
(a) Further Documentation; Pledge of Instruments. At any time and
from time to time, upon the written request of the Collateral Agent and at the
sole expense of the Pledgor, the Pledgor will promptly and duly execute and
deliver any and all such further instruments and documents and take such further
action as the Collateral Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in effect
in any jurisdiction with respect to the Lien granted hereby. The Pledgor also
hereby authorizes the Collateral Agent to file any such financing or
continuation statement without the signature of the Pledgor to the extent
permitted by applicable law. The
<PAGE>
8
Pledgor and the Collateral Agent agree that a carbon, photographic or other
reproduction of this Agreement or a financing statement is sufficient as a
financing statement. If any amount payable under or in connection with any of
the Collateral shall be or become evidenced by any promissory note or other
Instrument or Chattel Paper, such note, Instrument or Chattel Paper shall be
immediately delivered to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to this
Agreement.
(b) Maintenance of Records. The Pledgor will keep and maintain at its
own cost and expense satisfactory and complete records of the
Collateral including, without limitation, a record of all payments received and
all credits granted with respect to the Collateral and all other dealings with
the Collateral. The Pledgor will mark its books and records pertaining to the
Collateral to evidence this Agreement and the security interests granted
hereby. For the further security of the Collateral Agent and the GP Lender, the
Pledgor agrees that the Collateral Agent, for the benefit of the GP Lender,
shall have a special property interest in all of the Pledgor's books and records
pertaining to the Collateral and the Pledgor shall, upon the acceleration of the
Loans and any other amounts due under the Linden GP Loan Agreement or the
Collateral Security Documents, deliver and turn over any books and records to
the Collateral Agent or to its representatives at any time on demand of the
Collateral Agent. The Collateral Agent in turn agrees to provide the Pledgor
with reasonable access to such records during normal business hours and also
with such copies of such records (made at the Pledgor's expense) as the Pledgor
may reasonably request, such access and such copies to be available subject to
the Collateral Agent's prior right to use such records to enforce its rights in
or to realize upon the Collateral.
(c) Limitation on Rights and Liens with Respect to Collateral. The
Pledgor will not (i) vote to enable, or take any other action to permit, the
Camden Limited Partnership to issue any other partnership interests in the
Camden Limited Partnership (other than the interest of the Limited Partner (as
defined in the Camden Limited Partnership Loan Agreement)) or grant any right to
purchase or otherwise acquire any existing or other partnership interests in the
Camden Limited Partnership, except as contemplated by the Camden Capital
Contribution Agreement and the Amended and Restated Partnership Agreement, (ii)
sell, assign, transfer or exchange, or otherwise dispose of, or grant any option
with respect to, or mortgage, pledge or hypothecate its interest in, the
Collateral, or attempt, offer or contract to do so, except as provided herein
and as contemplated by the Camden Capital Contribution Agreement
<PAGE>
9
and the Amended and Restated partnership Agreement, or (iii) create, incur,
permit or suffer to exist, and will defend the Collateral against and will take
such other action as is necessary to remove, any Lien or claim on or to the
Collateral, other than Permitted Liens, and will defend the right, title and
interest of the Collateral Agent in and to any of the Pledgor's rights to the
Collateral and in and to the Proceeds thereof against the claims and demands of
all Persons whomsoever.
(d) Regulatory Filings. If and to the extent required, the Pledgor will
file this Agreement, and any other agreements or instruments which are required
to be filed with any regulatory body in accordance with the rules and
regulations of such regulatory body.
(e) Notices. The Pledgor will advise the Collateral Agent and the GP
Lender promptly, in reasonable detail, of any Lien or claim made or asserted
against any of the Collateral.
(f) Change of Name. The Pledgor will not change its name or identity in
any manner which might make any financing statement filed hereunder seriously
misleading unless the Pledgor shall have given the Collateral Agent and the GP
Lender at least 30 days' prior written notice thereof.
(g) Compliance with Laws, etc. The Pledgor will comply in all material
respects with all acts, rules, regulations, orders, decrees and directions of
any Governmental Authority applicable to the Collateral or any part thereof,
except any thereof the non-compliance with which could not reasonably be
expected to have a material adverse effect on the Collateral or any part
thereof.
(h) Taxes and Claims. The Pledgor shall pay and discharge all taxes,
assessments and governmental charges or levies imposed on the Camden Limited
Partnership or on its income or profits or on any of its property prior to the
date on which penalties attach thereto, and all lawful claims which, if unpaid,
might become a Lien upon the property of the Camden Limited Partnership. The
Pledgor shall have the right, however, to contest in good faith the validity or
amount of any such tax, assessment, charge, levy or claim by proper proceedings
timely instituted, and may permit the taxes, assessments, charges, levies or
claims so contested to remain unpaid during the period of such contest if: (i)
the Pledgor diligently prosecutes such contest, (ii) during the period of such
contest the enforcement of any contested item is effectively stayed; provided,
however, that this clause (ii) shall apply to contested income taxes of a
Partner (as defined in the Camden Limited Partnership
<PAGE>
10
Loan Agreement) only if the failure to pay such tax may then become a Lien on
the Collateral and (iii) in the reasonable opinion of the Collateral Agent, such
contest does not involve any substantial danger of the sale, forfeiture or loss
of any part of the Collateral, title thereto or any interest therein. The
Pledgor will promptly pay or cause to be paid any valid, final judgment
enforcing any such tax, assessment, charge, levy or claim and cause the same to
be satisfied of record.
7. Collateral Agent's Appointment as Attorney-in-Fact. (a) Powers. The
Pledgor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of the Pledgor and in the name of the Pledgor or in its own name, from
time to time in the Collateral Agent's discretion, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting
the generality of the foregoing, the Pledgor hereby gives the Collateral Agent
the power and right, on behalf of the Pledgor, without notice to or assent by
the Pledgor to do the following:
(i) to pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral; and
(ii) upon the occurrence and during the continuance of any Default or
Event of Default, (A) to direct any party liable for any payment under any of
the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Collateral Agent or as the Collateral Agent shall
direct; (B) to ask or demand for, collect, receive payment of and receipt for,
andy and all moneys, claims and other amounts due or to become due at any time
in respect of or arising out of any Collateral; (C) in the name of the Pledgor
or its own name or otherwise, to take possession of and endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of
moneys due with respect to the Collateral; (D) to file any claim or to commence
and prosecute any suits, actions or proceedings in any court of law or equity or
otherwise as deemed appropriate by the Collateral Agent to collect the
Collateral or any part thereof and to enforce any other right in respect of any
Collateral; (E) to defend any suit, action or proceeding brought against the
Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any
suit, action or proceeding described in clause (D) or (E) above and, in
connection therewith, to give such discharges or releases as the Collateral
Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and
make any agreement with respect to or otherwise deal
<PAGE>
11
with any of the Collateral as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes, and to do, at the
Collateral Agent's option and the Pledgor's expense, at any time, or from time
to time, all acts and things which the Collateral Agent reasonably deems
necessary to protect, preserve or realize upon the Collateral and the Liens of
the Collateral Agent and the GP Lender thereon and to effect the intent of this
Agreement, all as fully and effectively as the Pledgor might do.
The Pledgor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable.
(b) Other Powers. The Pledgor also authorizes the Collateral Agent,
at any time and from time to time, to execute, in connection with the sale
provided for in Section 8 hereof, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.
(c) No Duty on Part of the Collateral Agent and the GP Lender. The
powers conferred on the Collateral Agent and the GP Lender hereunder are solely
to protect the interests of the Collateral Agent and the GP Lender in the
Collateral and shall not impose any duty upon any of them to exercise any such
powers. The Collateral Agent and the GP Lender shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall
be responsible to the Pledgor for any act or failure to act hereunder, except
for their own gross negligence or willful misconduct.
8. Performance by Collateral Agent of Pledgor's Obligations; Rights of
Pledgor Prior to Default or Event of Default. (a) If the Pledgor fails to
perform or comply with any of its agreements contained herein and the Collateral
Agent, as provided for by the terms of this Agreement, shall itself perform or
comply, or otherwise cause performance or compliance, with such agreement, the
expenses of the Collateral Agent incurred in connection with such performance or
compliance, together with interest thereon at a rate per annum equal to the
interest rate then applicable to the Loans plus 2% shall be payable by the
Pledgor to the Collateral Agent on demand and shall constitute Obligations
secured hereby.
(b) Unless and until a Default or Event of Default shall have
occurred and be continuing, the Pledgor shall be entitled to take any action, or
omit to take any action, as the Pledgor may deem necessary or advisable or
convenient with respect to the Collateral; provided that no action shall be
taken, or omitted to be taken, by the Pledgor which would (i) violate or be
inconsistent with any of the terms of this
<PAGE>
12
Agreement, the Linden GP Loan Agreement, the Camden Limited Partnership Loan
Agreement or the Camden General Partner Loan Agreement, or (ii) give rise to any
defense, counterclaim or offset in favor of the Pledgor against the Collateral
Agent or the GP Lender or to any claim or action against the Pledgor or (iii)
have the effect of materially impairing the position or interests of the
Collateral Agent or the GP Lender or of the value of the Collateral. All such
rights of the Pledgor to take or omit to take any action shall cease upon the
occurrence of a Default or an Event of Default and the continuance thereof.
9. Remedies, Rights Upon the Occurrence of a Default or an Event of
Default. (a) If any Default or Event of Default shall occur and be continuing,
the Collateral Agent, on behalf of the GP Lender, may exercise, in addition
to all other rights and remedies granted to them in this Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code, with the
express obligation of the Pledgor to cooperate with the Collateral Agent in all
respects as are necessary to perfect such rights and remedies. Without limiting
the generality of the foregoing, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except the notice specified below of time and place of public or
private sale) to or upon the Pledgor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances (i) exercise all voting, partnership and other rights of the
Pledgor in its capacity as a partner in the Camden Limited Partnership as fully
and completely as though the Collateral Agent were the absolute owner of the
Pledgor's partnership interest in the Camden Limited Partnership, (ii) transfer
all or any part of the Collateral into the Collateral Agent's name or the name
of its nominee or nominees, (iii) forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver said Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Collateral Agent or the GP Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Collateral Agent or the GP Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
said Collateral so sold, free of any right or equity of redemption in the
Pledgor, which right or equity is hereby waived or released. The Pledgor further
agrees, at the Collateral Agent's request, to assemble the Collateral and make
it available to the Collateral Agent at places which the Collateral Agent shall
reasonably select, whether at the Pledgor's premises or
<PAGE>
13
elsewhere. The Collateral Agent shall apply the net proceeds of any collection,
recovery, receipt, appropriation, realization or sale of or with respect to the
Collateral, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care, safe keeping or otherwise of any or
all of the Collateral or in any way relating to the rights of the Collateral
Agent and the GP Lender hereunder, including reasonable attorneys' fees and
legal expenses, to the payment in whole or in part of the Obligations in
accordance with the Camden Collateral Agency Agreement, the Pledgor remaining
liable for any deficiency remaining unpaid after such application, and only
after so applying such net proceeds and after the payment by the Collateral
Agent of any other amount required by any provision of law, including
Section 9-504(1)(c) of the Code, need the Collateral Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law, the
Pledgor waives all claims, damages, and demands against the Collateral Agent or
the GP Lender arising out of the repossession, retention or sale of the
Collateral. The Pledgor agrees that the Collateral Agent need not give more than
10 days' notice (which notification shall be deemed given when mailed, postage
prepaid, addressed to the Pledgor at its address referred to in paragraph 11
hereof) of the time and place of any public sale or of the time after which a
private sale may take place and that such notice is reasonable notification of
such matters.
(b) The Pledgor also agrees to pay all costs of the Collateral Agent,
including attorneys' fees, incurred with respect to the collection of any of the
Obligations and the enforcement of any of the rights of the Collateral Agent or
the GP Lender hereunder.
(c) The Pledgor hereby waives presentment, demand, protest or any
notice (to the extent permitted by applicable law) of any kind in connection
with this Agreement or any Collateral and expressly waives and agrees not to
assert any rights or privileges it may acquire under Section 9-112 of the Code.
(d) The Pledgor consents and agrees that the Collateral Agent may
exercise any or all of its rights and remedies hereunder notwithstanding any
provision in the Camden Limited Partnership Agreement which purports to limit
the transferability of partnership interests without the consent of any
partners.
10. Limitation on Duties in Respect of Collateral; Limitations on
Collateral Agent's Obligations. (a) Beyond the use of reasonable care in the
custody thereof, the Collateral Agent shall not have any duty as to any
Collateral in its possession or control or in the possession or control of any
agent or nominee of it or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto.
<PAGE>
14
(b) It is expressly agreed by the Pledgor that, anything herein to
the contrary notwithstanding, the Pledgor shall remain liable under each of its
contracts or other agreements, including, without limitation, the Camden Limited
Partnership Agreement and the Camden General Partner Partnership Agreement, to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with and pursuant to the terms of
the provisions thereof. The Collateral Agent and the GP Lender shall not have
any obligation or liability by reason of or arising out of this Agreement, nor
shall the Collateral Agent or the GP Lender be required or obligated in any
manner to perform or fulfill any of the obligations of the Camden Limited
Partnership or the Pledgor, or to make any payment, or to make any inquiry as to
the nature or the sufficiency of any payment received by it or the sufficiency
of any performance by the Pledgor, or to present or file any claim, or to take
any action to collect or enforce any performance or the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time
or times.
11. Notices. Notices hereunder may be given by mail, by telex or by
facsimile transmission, addressed or transmitted to, in the case of the Pledgor,
as set forth with its signature hereto, in the case of the Collateral Agent, at
such Person's address or transmission number set forth in the Camden Limited
Partnership Loan Agreement and in the case of the GP Lender, as set forth in the
Linden GP Loan Agreement, and shall be effective as provided for in the Linden
GP Loan Agreement. The Pledgor, the Collateral Agent and the GP Lender
each may change its address and transmission number by written notice to the
other two parties.
12. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and without affecting the validity or
enforceability of any provision in any other jurisdiction. Where provisions of
any law or regulation resulting in such prohibition or unenforceability may be
waived they are hereby waived by the Pledgor and the Collateral Agent and the GP
Lender to the full extent permitted by law so that this Agreement shall be
deemed a valid and binding agreement, and the security interest created hereby
shall constitute a continuing first lien (other than as to the Permitted Liens)
on and first (other than as to the Permitted Liens) perfected security interest
in the Collateral, in each case enforceable in accordance with its terms.
13. Release of Lien. Upon receipt by the Collateral Agent from the GP
Lender of a written notice stating that the provisions of Section 9.3 of the
Linden GP Loan Agreement with
<PAGE>
15
respect to the release of Collateral have been fulfilled, (i) the security
interest in favor of the GP Lender created pursuant to Section 2 shall forthwith
terminate and (ii) the Collateral Agent, upon request by the Pledgor shall
execute and deliver, at the Pledgor's expense, all such documentation reasonably
necessary to release the lien in its favor in and to this Agreement.
14. Section Headings. the section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.
15. No Waiver; Cumulative Remedies. The Collateral Agent and the GP
Lender shall not by any act (except pursuant to the execution of a written
instrument pursuant to Section 16 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent of the GP Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, remedy, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. A waiver by the Collateral Agent or the
GP Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Collateral Agent or the GP
Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights or remedies provided by law.
16. Waivers and Amendments; Successors and Assigns; Governing Law. None
of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Collateral Agent. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Collateral Agent and the GP Lender and their respective successors and assigns.
This Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
17. Powers Coupled with and Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
18. Indemnification. The Pledgor agrees to pay, indemnify and hold the
Collateral Agent, the GP Lender and their respective affiliates, directors
and/or officers harmless from and against any and all liabilities, obligations,
losses,
<PAGE>
16
damages, penalties, actions, judgements, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Obligations) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or the Collateral, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or thereby (all of the foregoing,
collectively, the "indemnified liabilities"), provided, that the Pledgor shall
have no obligation hereunder to any such Person with respect to indemnified
liabilities arising from (i) the gross negligence or willful misconduct of any
such Person, (ii) legal proceedings commenced against any such Person by any
security holder or creditor of any such Person arising out of and based upon
rights afforded any such security holder or creditor solely in its capacity as
such, or (iii) legal proceedings commenced against any such Person by any
Permitted Assignee or Transferee. The agreements in this subsection shall
survive repayment of the Obligations and all other amounts payable hereunder.
19. Collateral Agent Not a Partner. Nothing contained in this Agreement
shall be construed or interpreted (a) to transfer to the Collateral Agent or
the GP Lender any of the rights and obligations of a partner of the Camden
Limited Partnership other than the rights of collateral security in and to the
Collateral described herein or (b) to constitute the Collateral Agent or the GP
Lender a partner of the Camden Limited Partnership.
20. Limitation of Liability. The Collateral Agent and the GP Lender
agree that the liability of the Pledgor under this Agreement and the Obligations
shall be limited to the Collateral (as defined herein and in the Linden GP Loan
Agreement) and the rights and remedies of the Collateral Agent and the GP Lender
against the Collateral (as defined herein and in the Linden GP Loan Agreement)
pursuant to this Agreement and the other Transaction Documents, and in no event
shall the Pledgor or any Partner (as defined in the Camden Limited Partnership
Loan Agreement) or any officer, director, partner or Affiliate thereof be
personally liable or obligated for any such obligations (except in the case of
the Borrower, to the extent set forth in Section 3.11 of the Linden GP Loan
Agreement). Nothing herein shall limit the full recourse of the Collateral Agent
and the GP Lender, to the Collateral (as defined herein and in the Linden GP
Loan Agreement) pursuant to this Agreement or the other Transaction Documents or
be deemed to constitute a waiver of liability, if any, of any Person for damages
for fraud or for any knowing misrepresentation made by such Person herein or in
any certificate or document delivered pursuant hereto.
<PAGE>
17
21. Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly
executed and delivered as of the date first set forth above.
COGEN TECHNOLOGIES CAMDEN GP
LIMITED PARTNERSHIP
By: Cogen Technologies
Camden, Inc.
By: /s/???????????????
-------------------------
Title: Vice President
1600 Smith Street
Suite 5000
Houston, Texas 77002
Attention: Robert C. McNair
Acknowledgement of Written
Notification by Registered
Pledgee:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ John A. ????????????
----------------------------------
Title: Senior Vice President and Manager of
Energy Project Financing
<PAGE>
SCHEDULE I
FINANCING STATEMENT FILINGS
Jurisdiction Document
Debtor Where Filed Filed
- ------ ------------ --------
General Partner Secretary of State UCC-1 Financing
of Delaware Statement
General Partner Secretary of State UCC-1 Financing
of New Jersey Statement
General Partner County Clerk, UCC-1 Financing
Camden County, New Jersey Statement
General Partner Secretary of State UCC-1 Financing
of New York Statement
General Partner City Registrar, New UCC-1 Financing
York County Statement
General Partner County Clerk, Schenectady UCC-1 Financing
County, New York Statement
General Partner Secretary of State UCC-1 Financing
of South Carolina Statement
General Partner County Clerk, Greenville UCC-1 Financing
County, South Carolina Statement
General Partner Secretary of State UCC-1 Financing
of Texas Statement
<PAGE>
EXHIBIT 10.80
COGEN PLEDGE AND SECURITY AGREEMENT
PLEDGE and SECURITY AGREEMENT, dated as of the Conformed Agreement Date,
made by COGEN TECHNOLOGIES CAMDEN, INC., a Texas corporation (the "Pledgor" or
"Cogen"), the sole general partner of Cogen Technologies Camden GP Limited
Partnership (the "General Partner"), a Delaware limited partnership and the sole
general partner of Camden Cogen L.P. (the "Limited Partnership"), a Delaware
limited partnership, in favor of General Electric Capital Corporation ("GE
Capital"), as collateral agent for the LP Agent (as defined below) and the LP
Lenders (as defined below) under the Limited Partnership Loan Agreement (as
defined below) and for the GP Lender (as defined below) under the General
Partner Loan Agreement (as defined below) (in such capacity, the "Collateral
Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Construction and Term Loan Agreement, dated as
of the Conformed Agreement Date, among the Limited Partnership, the Lenders from
time to time party thereto (the "LP Lenders") and GE Capital, as agent for the
LP Lenders (in such capacity, the "LP Agent") (as the same may be amended,
supplemented or otherwise modified from time to time, the "Limited Partnership
Loan Agreement"), the LP Lenders have agreed to make loans (the "LP Loans") to,
and GE Capital has agreed to issue letters of credit (the "Letters of Credit")
for the account of, the Limited Partnership; and
WHEREAS, pursuant to the Term Loan Agreement, dated as of the Conformed
Agreement Date, between the General Partner and General Electric Capital
Corporation (in such capacity, the "GP Lender") (as the same may be amended,
supplemented or otherwise modified from time to time, the "General Partner Loan
Agreement", together with the Limited Partnership Loan Agreement, the "Loan
Agreements"), the GP Lender has agreed to make certain loans (the "GP Loans",
together with the LP Loans, the "Loans") for the account of the General Partner;
and
WHEREAS, it is a condition precedent to (i) the obligation of the LP
Lenders to make LP Loans to, and of GE Capital to issue Letters of Credit for
the account of, the Limited Partnership under the Limited Partnership Loan
Agreement
<PAGE>
2
and (ii) the obligation of the GP Lender to make the GP Loans to the General
Partner under the General Partner Loan Agreement that the Pledgor shall have
executed and delivered this Pledge and Security Agreement; and
NOW, THEREFORE, in consideration of the premises and to induce the LP
Lenders, the LP Agent and the GP lender (collectively, the "Secured Parties") to
enter into the Loan Agreements and to make Loans and to issue Letters of Credit
thereunder, the Pledgor hereby agrees with the Collateral Agent as follows:
1. Defined Terms. (a) All capitalized terms used herein which are
defined in the Limited Partnership Loan Agreement shall have their respective
meanings as therein defined, unless such terms are defined herein. All terms
defined herein or in the Loan Agreements in the singular shall have the same
meanings when used in the plural and vice versa.
(b) The following terms defined in Article 9 of the Uniform Commercial
Code as in effect in the State of New York are used herein as so defined:
Chattel Paper and Instrument; and the following terms shall have the following
meanings:
"Agreement" shall mean this Pledge and Security Agreement, as
the same may from time to time be amended, supplemented or otherwise
modified.
"Code" shall mean the Uniform Commercial Code as the same may
from time to time be in effect in the State of New York.
"Collateral" shall have the meaning assigned to it in Section 2
of this Agreement.
"Obligations" shall mean (i) all the unpaid principal amount of,
and accrued interest on, the Notes (as defined in the Limited
Partnership Loan Agreement) and all other obligations and liabilities of
the Limited Partnership to the LP Agent and the LP Lenders, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of or in
connection with the Limited Partnership Loan Agreement, the Notes, the
Letters of Credit, this Agreement or the other Collateral Security
Documents, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without
limitation, all fees and disbursements of counsel to the LP Agent and
the LP Lenders) or otherwise and (ii) all the unpaid principal amount
of, and accrued interest on, the Notes (as defined in the General
Partner Loan Agreement) and all other obligations and liabilities of the
General Partner to the GP Lender, whether direct or indirect, absolute
or
<PAGE>
3
contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of or in connection with the General Partner
Loan Agreement, the Notes (as defined it the General Partner Loan
Agreement), this Agreement, or the other Collateral Security Documents
(as defined in the General Partner Loan Agreement), whether on account
of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including, without limitation, all fees and
disbursements of counsel to the GP Lender) or otherwise.
"Partnership Agreement": shall mean the collective reference to
(a) the certificate of limited partnership of the General Partner, dated
July 26, 1991, filed by Cogen with the Secretary of State of Delaware on
August 12, 1991, and (b) the Agreement of Limited Partnership of the
General Partner, dated as of July 26, 1991 between Cogen, as general
partner, and the Limited Partner (as defined in the General Partner Loan
Agreement), as limited partner (as amended by the Amendment thereto
dated as of December 1, 1991), in each case as amended, supplemented or
otherwise modified from time to time.
"Proceeds" shall have the meaning assigned to it under the Code
and, in any event, shall include, but not be limited to, (i) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable to
the Pledgor from time to time with respect to any of the Collateral,
(ii) any and all payments (in any form whatsoever) made or due and
payable to the Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or
any part of the Collateral by any Governmental Authority (or any person
acting under color of Governmental Authority) and (iii) any and all
other amounts from time to time paid or payable under or in connection
with any of the Collateral.
2. Assignment and Grant of Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Loans and all other Obligations,
the Pledgor hereby sells, assigns, conveys, mortgages, pledges, hypothecates and
transfers to the Collateral Agent for the ratable benefit of the Secured
Parties, and hereby grants to the Collateral Agent of the ratable benefit of
the Secured Parties a continuing first (other than as to Permitted Liens)
priority security interest in, to and under all of the following property now
owned or at any time hereafter acquired by the Pledgor or in which the Pledgor
now has or at any time in the future may acquire any rights, title or interest
(all of which being hereinafter collectively called the "Collateral"):
<PAGE>
4
(i) all right, title and interest of the Pledgor in the General
Partner;
(ii) any and all moneys due and to become due to the Pledgor now
or in the future by way of a distribution made to the Pledgor in its
capacity as a partner of the General Partner;
(iii) any and all moneys due or to become due to the Pledgor now
or in the future by virtue of the Pledgor's interest as a partner in the
General Partner;
(iv) any other property of the General partner to which the
Pledgor now or in the future may be entitled in its capacity as a
partner of the General Partner by way of distribution, return of capital
otherwise;
(v) any other claim which the Pledgor now has or may in the
future acquire in its capacity as a partner of the General Partner
against the General Partner and its property; and
(vi) to the extent not otherwise included, all Proceeds of any
or all of the foregoing.
3. Registration of Pledge. Concurrently with the execution of this
Agreement, the Pledgor shall send written instructions in the form of Exhibit A
hereto to the General Partner, and shall cause the General Partner to, and the
General Partner shall, deliver to the Collateral Agent the Initial Transaction
Statement in the form of Exhibit B hereto confirming that the General Partner
has registered the pledge effected by this Agreement on its books.
4. Limitations on Distributions. Except as provided in subsection 7.3 of
the General Partner Loan Agreement, so long as this Agreement shall remain in
full force and effect and no Default or Event of Default under the Loan
Agreements shall have occurred and be continuing, any distributions of cash or
other property payable in respect of the Collateral shall be paid to the
Pledgor. After the occurrence of a Default or Event of Default and for so long
as such Default or Event of Default is continuing, such distributions shall be
applied by the Collateral Agent to the payment in whole or in part of the
Obligations in accordance with the Collateral Agency Agreement.
5. Representations and Warranties. The Pledgor hereby represents and
warrants that:
(a) The Pledgor (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas,
(ii) has all the full power and authority and the legal right to own its
properties, to conduct its
<PAGE>
5
business as now conducted and as proposed to be conducted by it, to
execute, deliver and perform this Agreement and to pledge its interest
in the Collateral pursuant to this Agreement and (iii) is duly qualified
to do business in the States of New Jersey and Texas, the only
jurisdictions in which the conduct of its business or the ownership or
lease of its assets require such qualification. The Pledgor is the sole
general partner of the General Partner, and its partnership interest in
the General Partner is 81.945%. Complete and correct copies of the
Partnership Agreement and of all contracts and agreements between the
Pledgor and the General Partner have been delivered to the Secured
Parties.
(b) Except for those filings and registrations required to
perfect the Liens created by this Agreement, neither the General Partner
nor the Pledgor is required to obtain any order, consent, approval or
authorization of, or required to make any declaration or filing with,
any Governmental Authority or any other Person in connection with the
execution and delivery of this Agreement and the granting and perfection
of the security interests pursuant to this Agreement.
(c) This Agreement has been duly executed and delivered on
behalf of the Pledgor, and this Agreement constitutes a legal, valid and
binding obligation of the Pledgor, enforceable against the Pledgor in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and except
as enforceability may be subject to general principles of equity,
whether such principles are applied in a court of equity or at law.
(d) The execution, delivery and performance of this Agreement
will not result in any violation of or be in conflict with or constitute
a default under any term of the Certificate of Incorporation or the By-
Laws of the Pledgor, or the Partnership Agreement, or of any other
Requirement of Law or Contractual Obligation applicable to the Pledgor
except to the extent that the failure to comply therewith could not
reasonably be expected to (i) have a material adverse effect on the
Collateral or (ii) materially adversely affect the ability of the
Pledgor to perform its obligations under this Agreement or the other
Basic Documents or Transaction Documents (as defined in the General
Partner Loan Agreement) to which it is a party, or result in the
creation of any Lien upon any of the properties or revenues of the
Pledgor pursuant to any such Requirement of Law or Contractual
Obligation other than the Liens in favor of the Collateral Agent created
pursuant to this Agreement and in favor of the Secured Parties created
pursuant to the other Collateral Security Documents.
<PAGE>
6
(e) Except for the security interest granted to the Collateral
Agent pursuant to this Agreement, the Pledgor is the sole owner of the
Collateral, having good title thereto, free and clear of any and all
Liens other than Permitted Liens and the Liens in favor of the
Collateral Agent created pursuant to this Agreement and in favor of the
Secured Parties created pursuant to the other Collateral Security
Documents.
(f) No security agreement, financing statement, equivalent
security or lien instrument or continuation statement covering all or
any part of the Collateral is on file or of record in any public office
or with the General Partner, except such as constitute Permitted Liens
or may have been or will be filed or registered (i) by the Pledgor in
favor of the Collateral Agent pursuant to this Agreement and in favor of
the Secured Parties created pursuant to the other Collateral Security
Documents or (ii) by the Pledgor in favor of GE Power Funding pursuant
to the Term Loan Agreement, dated as of February 15, 1990, between Cogen
Technologies Linden, Ltd. and GE Power Funding.
(g) This Agreement constitutes a valid and continuing first lien
(other than as to the Permitted Liens) on and perfected security
interest in the Pledgor's right, title and interest in and to the
Collateral (other than those items of Collateral which, individually or
in the aggregate are not material) in favor of the Collateral Agent,
prior (other than as to the Permitted Liens) to all other Liens, and is
enforceable as such against creditors of and purchasers from the
Pledgor. All action necessary or desirable to protect and perfect such
security interest, including, but not limited to, the filing of
financing statements in the jurisdictions referred to on Schedule I to
this Agreement and the registration of the pledge effected hereby on the
books of the General Partner in accordance with the provisions of the
Uniform Commercial Code in effect in the jurisdiction in which the
General Partner is organized in each item of the Collateral (other than
those items of Collateral which, individually or in the aggregate, are
not material) has been duly taken.
(h) The Pledgor's principal place of business and chief
executive office and the place where its records concerning the
Collateral are kept is located at the address set forth with its
signature below and the Pledgor will not change such address or remove
such records without 30 days' prior written notice to the Collateral
Agent.
6. Covenants. The Pledgor covenants and agrees with the Collateral Agent
and the Secured Parties that from and after the date of this Agreement and until
the Obligations are fully satisfied:
<PAGE>
7
(a) Further Documentation; Pledge of Instruments. At any time
and from time to time, upon the written request of the Collateral Agent
and at the sole expense of the Pledgor, the Pledgor will promptly and
duly execute and deliver any and all such further instruments and
documents and take such further action as the Collateral Agent may
reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code in effect in
any jurisdiction with respect to the Lien granted hereby. The Pledgor
also hereby authorizes the Collateral Agent to file any such financing
or continuation statement without the signature of the Pledgor to the
extent permitted by applicable law. The Pledgor and the Collateral Agent
agree that a carbon, photographic or other reproduction of this
Agreement or a financing statement is sufficient as a financing
statement. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note or other
Instrument or Chattel Paper, such note, Instrument or Chattel Paper
shall be immediately delivered to the Collateral Agent, duly endorsed in
a manner satisfactory to the Collateral Agent, to be held as Collateral
pursuant to this Agreement.
(b) Maintenance of Records. The Pledgor will keep and maintain
at its own cost and expense satisfactory and complete records of the
Collateral including, without limitation, a record of all payments
received and all credits granted with respect to the Collateral and all
other dealings with the Collateral. The Pledgor will mark its books and
records pertaining to the Collateral to evidence this Agreement and the
security interests granted hereby. For the further security of the
Collateral Agent and the Secured Parties, the Pledgor agrees that the
Collateral Agent, for the ratable benefit of the Secured Parties, shall
have a special property interest in all of the Pledgor's books and
records pertaining to the Collateral and the Pledgor shall, upon the
acceleration of the Loans and any other amounts due under any Loan
Agreement or the Collateral Security Documents, deliver and turn over
any books and records to the Collateral Agent or to its representatives
at any time on demand of the Collateral Agent. The Collateral Agent in
turn agrees to provide the Pledgor with reasonable access to such
records during normal business hours and also with such copies of such
records (made at the Pledgor's expense) as the Pledgor may reasonably
request, such access and such copies to be available subject to the
Collateral Agent's prior right to use such records to enforce its rights
in or to realize upon the Collateral.
<PAGE>
8
(c) Limitation on Rights and Liens with Respect to Collateral. The
Pledgor will not (i) vote to enable, or take any other action to permit, the
General Partner to issue any other partnership interests in the General Partner
or grant any right to purchase or otherwise acquire any existing or other
partnership interests in the General Partner, (ii) sell, assign, transfer or
exchange, or otherwise dispose of, or grant any option with respect to, or
mortgage, pledge or hypothecate its interest in, the Collateral, or attempt,
offer or contract to do so, except as provided herein, or (iii) create, incur,
permit or suffer to exist, and will defend the Collateral against and will take
such other action as is necessary to remove, any Lien or claim on or to the
Collateral, other than Permitted Liens, and will defend the right, title and
interest of the Collateral Agent in and to any of the Pledgor's rights to the
Collateral and in and to the Proceeds thereof against the claims and demands of
all Persons whomsoever.
(d) Regulatory Filings. If and to the extent required, the Pledgor will
file this Agreement, and any other agreements or instruments which are required
to be filed with any regulatory body in accordance with the rules and
regulations of such regulatory body.
(e) Notices. The Pledgor will advise the Collateral Agent and the
Secured Parties promptly, in reasonable detail, of any Lien or claim made or
asserted against any of the Collateral.
(f) Change of Name. the Pledgor will not change its name or identity in
any manner which might make any financing statement filed hereunder seriously
misleading unless the Pledgor shall have given the Collateral Agent and the
Secured Parties at least 30 days' prior written notice thereof.
(g) Compliance with Laws, etc. The Pledgor will comply in all material
respects with all acts, rules, regulations, orders, decrees and directions of
any Governmental Authority applicable to the Collateral or any part thereof,
except any thereof the non-compliance with which could not reasonably be
expected to have a material adverse effect on the Collateral or any part
thereof.
(h) Taxes and Claims. The Pledgor shall pay and discharge all taxes,
assessments and governmental charges or levies imposed on the General Partner or
on its income or profits or on any of its property prior to the date on which
penalties attach thereto, and all lawful claims which, if unpaid, might become a
Lien upon the property of the General Partner. The Pledgor shall have the right,
however, to contest in good faith the validity or amount of any such
<PAGE>
9
tax, assessment, charge, levy or claim by proper proceedings timely instituted,
and may permit the taxes, assessments, charges, levies or claims so contested to
remain unpaid during the period of such contest if: (a) the Pledgor diligently
prosecutes such contest, (b) during the period of such contest the enforcement
of any contested item is effectively stayed; provided, however, that this clause
(b) shall apply to contested income taxes of a Partner only if the failure to
pay such tax may then become a Lien on the Collateral and (c) in the reasonable
opinion of the Collateral Agent, such contest does not involve any substantial
danger of the sale, forfeiture or loss of any part of the Collateral, title
thereto or any interest therein. The Pledgor will promptly pay or cause to be
paid any valid, final judgment enforcing any such tax, assessment, charge, levy
or claim and cause the same to be satisfied of record.
7. Collateral Agent's Appointment as Attorney-in-Fact. (a) Powers. The
Pledgor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of the Pledgor and in the name of the Pledgor or in its own name, from
time to time in the Collateral Agent's discretion, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting
the generality of the foregoing, the Pledgor hereby gives the Collateral Agent
the power and right, on behalf of the Pledgor, without notice to or assent by
the Pledgor to do the following:
(i) to pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral; and
(ii) upon the occurrence and during the continuance of any Default or
Event of Default, (A) to direct any party liable for any payment under any of
the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Collateral Agent or as the Collateral Agent shall
direct; (B) to ask or demand for, collect, receive payment of and receipt for,
any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) in the name of the Pledgor or
its own name or otherwise, to take possession of and endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of
moneys due with respect to the Collateral; (D) to file any claim or to commence
and prosecute any suits, actions or proceedings in any court of law or equity or
otherwise as deemed appropriate by the Collateral Agent to collect the
Collateral or any part thereof and to enforce
<PAGE>
10
any other right in respect of any Collateral; (E) to defend any suit,
action or proceeding brought against the Pledgor with respect to any
Collateral; (F) to settle, compromise or adjust any suit, action or
proceeding described in clause (D) or (E) above and, in connection
therewith, to give such discharges or releases as the Collateral Agent
may deem appropriate; and (G) generally, to sell, transfer, pledge and
make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Collateral Agent were
the absolute owner thereof for all purposes, and to do, at the
Collateral Agent's option and the Pledgor's expense, at any time, or
from time to time, all acts and things which the Collateral Agent
reasonably deems necessary to protect, preserve or realize upon the
Collateral and the Liens of the Collateral Agent and the Secured
Parties thereon and to effect the intent of this Agreement, all as fully
and effectively as the Pledgor might do.
The Pledgor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. This power of attorney is a
power coupled with an interest and shall be irrevocable.
(b) Other Powers. The Pledgor also authorizes the Collateral
Agent, at any time and from time to time, to execute, in connection with the
sale provided for in Section 9 hereof, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.
(c) No Duty on Part of the Collateral Agent and the Secured
Parties. The powers conferred on the Collateral Agent and the Secured Parties
hereunder are solely to protect the interests of the Collateral Agent and the
Secured Parties in the Collateral and shall not impose any duty upon any of them
to exercise any such powers. The Collateral Agent and the Secured Parties shall
be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to the Pledgor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.
8. Performance by Collateral Agent of Pledgor's Obligations;
Rights of Pledgor Prior to Default or Event of Default. (a) If the Pledgor fails
to perform or comply with any of its agreements contained herein and the
Collateral Agent, as provided for by the terms of this Agreement, shall itself
perform or comply, or otherwise cause performance or compliance, with such
agreement, the expenses of the Collateral Agent incurred in connection with such
performance or compliance, together with interest thereon at a rate per annum
equal to the Default Rate
<PAGE>
11
shall be payable by the Pledgor to the Collateral Agent on demand and shall
constitute Obligations secured hereby.
(b) Unless and until a Default or Event of Default shall have occurred
and be continuing, the Pledgor shall be entitled to take any action, or omit to
take any action, as the Pledgor may deem necessary or advisable or convenient
with respect to the Collateral; provided that no action shall be taken, or
omitted to be taken, by the Pledgor which would (i) violate or be inconsistent
with any of the terms of this Agreement or the Loan Agreements, or (ii) give
rise to any defense, counterclaim or offset in favor of the Pledgor against the
Collateral Agent or the Secured Parties or to any claim or action against the
Pledgor or (iii) have the effect of materially impairing the position or
interests of the Collateral Agent or the Secured Parties or of the value of the
Collateral. All such rights of the Pledgor to take or omit to take any action
shall cease upon the occurrence of a Default or an Event of Default and the
continuance thereof.
9. Remedies, Rights Upon the Occurrence of a Default or an Event of
Default. (a) If any Default or Event of Default shall occur and be continuing,
the Collateral Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code, with the
express obligation of the Pledgor to cooperate with the Collateral Agent in all
respects as are necessary to perfect such rights and remedies. Without limiting
the generality of the foregoing, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except the notice specified below of time and place of public or
private sale) to or upon the Pledgor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances (i) exercise all voting, partnership and other rights of the
Pledgor in its capacity as a partner in the General Partner as fully and
completely as though the Collateral Agent were the absolute owner of the
Pledgor's partnership interest in the General Partner, (ii) transfer all or any
part of the Collateral into the Collateral Agent's name or the name of its
nominee or nominees, (iii) forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver
said Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, at any exchange,
broker's board or office of the Collateral Agent or any Secured Party or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Collateral Agent or any Secured Party shall
<PAGE>
12
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of said Collateral so sold, free of any right or equity of redemption in the
Pledgor, which right or equity is hereby waived or released. The Pledgor further
agrees, at the Collateral Agent's request, to assemble the Collateral and make
it available to the Collateral Agent at places which the Collateral Agent shall
reasonably select, whether at the Pledgor's premises or elsewhere. The
Collateral Agent shall apply the net proceeds of any collection, recovery,
receipt, appropriation, realization or sale of or with respect to the
Collateral, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care, safe keeping or otherwise of any or
all of the Collateral or in any way relating to the rights of the Collateral
Agent and the Secured Parties hereunder, including reasonable attorneys' fees
and legal expenses, to the payment in whole or in part of the Obligations in
accordance with the Collateral Agency Agreement, the Pledgor remaining liable
for any deficiency remaining unpaid after such application, and only after so
applying such net proceeds and after the payment by the Collateral Agent of any
other amount required by any provision of law, including Section 9-504(1)(c) of
the Code, need the Collateral Agent account for the surplus, if any, to the
Pledgor. To the extent permitted by applicable law, the Pledgor waives all
claims, damages, and demands against the Collateral Agent or any Secured Party
arising out of the repossession, retention or sale of the Collateral. The
Pledgor agrees that the Collateral Agent need not give more than 10 days' notice
(which notification shall be deemed given when mailed, postage prepaid,
addressed to the Pledgor at its address referred to in paragraph 11 hereof) of
the time and place of any public sale or of the time after which a private sale
may take place and that such notice is reasonable notification of such matters.
(b) The Pledgor also agrees to pay all costs of the Collateral Agent,
including attorneys' fees, incurred with respect to the collection of any of the
Obligations and the enforcement of any of the rights of the Collateral Agent or
any Secured Party hereunder.
(c) The Pledgor hereby waives presentment, demand, protest or any notice
(to the extent permitted by applicable law) of any kind in connection with this
Agreement or any Collateral and expressly waives and agrees not to assert any
rights or privileges it may acquire under Section 9-112 of the Code.
(d) The Pledgor consents and agrees that the Collateral Agent may
exercise any or all of its rights and remedies hereunder notwithstanding any
provision in the Partnership Agreement which purports to limit the
transferability of partnership interests without the consent of any partners.
<PAGE>
13
10. Limitation on Duties in Respect of Collateral; Limitations on
Collateral Agent's Obligations. (a) Beyond the use of reasonable care in the
custody thereof, the Collateral Agent shall not have any duty as to any
Collateral in its possession or control or in the possession or control of any
agent or nominee of it or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto.
(b) It is expressly agreed by the Pledgor that, anything herein to the
contrary notwithstanding, the Pledgor shall remain liable under each of its
contracts or other agreements, including, without limitation, the Partnership
Agreement, to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with and pursuant to
the terms of the provisions thereof. The Collateral Agent and the Secured
Parties shall not have any obligation or liability by reason of or arising out
of this Agreement, nor shall the Collateral Agent or any Secured Party be
required or obligated in any manner to perform or fulfill any of the obligations
of the General Partner or the Pledgor, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by the Pledgor, or to present or file any claim,
or to take any action to collect or enforce any performance or the payment of
any amounts which may have been assigned to it or to which it may be entitled at
any time or times.
11. Notices. Notices hereunder may be given by mail, by telex or by
facsimile transmission, addressed or transmitted to, in the case of the Pledgor,
as set forth with its signature hereto, in the case of the Collateral Agent and
the LP Lenders, at such Person's address or transmission number set forth in the
Limited Partnership Loan Agreement and in the case of the GP Lender, as set
forth in the General Partner Loan Agreement, and shall be effective as provided
for in the Loan Agreements. The Pledgor may change its address and transmission
number by written notice to the Collateral Agent and the Secured Parties, and
the Collateral Agent or any Secured Party may change its address and
transmission number by written notice to the Pledgor and, in the case of a
Secured Party, to the Collateral Agent.
12. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and without affecting the validity or
enforceability of any provision in any other jurisdiction. Where provisions of
any law or regulation resulting in such prohibition or unenforceability may be
waived they are hereby waived by the Pledgor and the Collateral Agent and the
Secured Parties to the full extent permitted by law so that this
<PAGE>
14
Agreement shall be deemed a valid and binding agreement, and the security
interest created hereby shall constitute a continuing first lien (other than as
to the Permitted Liens) on and first (other than as to the Permitted Liens)
perfected security interest in the Collateral, in each case enforceable in
accordance with its terms.
13. Release of Lien in Favor of the LP Agent and the LP Lenders.
(a) Upon receipt by the Collateral Agent from the LP Agent of a written notice
stating that all of the Obligations (as defined in the Limited Partnership Loan
Agreement) have been paid in full and the Commitments under the Limited
Partnership Loan Agreement have been terminated, the security interests in favor
of the LP Agent and the LP Lenders created pursuant to Section 2 shall forthwith
terminate.
(b) Upon receipt by the Collateral Agent from the GP Lender of a
written notice stating that all of the Obligations (as defined in the General
Partner Loan Agreement) have been paid in full and the Commitments thereunder
have been terminated, the security interests in favor of the GP Lender created
pursuant to Section 2 shall forthwith terminate.
(c) The Collateral Agent, upon request by the Pledgor shall execute
and deliver, at the Pledgor's expense, all such documentation reasonably
necessary to release the lien in its favor in and to this Agreement.
14. Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
15. No Waiver; Cumulative Remedies. The Collateral Agent and Secured
Parties shall not by any act (except pursuant to the execution of a written
instrument pursuant to Section 16 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent or any Secured Party, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, remedy, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. A waiver by the Collateral Agent or any
Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Collateral Agent or any
Secured Party would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any rights or remedies provided by law.
<PAGE>
16. Waivers and Amendments; Successors and Assigns; Governing Law. None
of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Collateral Agent. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Collateral Agent and the Secured Parties and their respective successors and
assigns. This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
17. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
18. Indemnification. The Pledgor agrees to pay, indemnify and hold the
Collateral Agent, each Secured Party and their respective affiliates, directors
and/or officers harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements or any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or the Collateral, or any documents contemplated
by or referred to herein or the transactions contemplated hereby or thereby (all
of the foregoing, collectively, the "indemnified liabilities"), provided, that
the Pledgor shall have no obligation hereunder to any such Person with respect
to indemnified liabilities arising from (i) the gross negligence or willful
misconduct of any such Person, (ii) legal proceedings commenced against any
such Person by any security holder or creditor of any such Person arising out of
and based upon rights afforded any such security holder or creditor solely in
its capacity as such, or (iii) legal proceedings commenced against any such
Person by any Permitted Assignee or Transferee. The agreements in this
subsection shall survive repayment of the Obligations and all other amounts
payable hereunder.
19. Collateral Agent Not a Partner. Nothing contained in this Agreement
shall be construed or interpreted (a) to transfer to the Collateral Agent or any
Secured Party any of the rights and obligations of a partner of the General
Partner other than the rights of collateral security in and to the Collateral
described herein or (b) to constitute the Collateral Agent or any Secured Party
a partner of the General Partner.
20. Limitation of Liability. The Collateral Agent and the Secured
Parties agree that the liability of the Pledgor under this Agreement and the
Obligations shall be limited to the Collateral (as defined in the Loan
Agreements) and the rights and remedies of the Collateral Agent and the
Secured Parties against
<PAGE>
16
the Collateral (as defined in the Loan Agreements) pursuant to this Agreement
and the other Collateral Security Documents, and in no event shall the Pledgor
or any Partner or any officer, director, partner or Affiliate thereof be
personally liable or obligated for any such obligations. Nothing herein shall
limit the full recourse of the Collateral Agent and the Secured Parties, to the
Collateral (as defined in the Loan Agreements) pursuant to this Agreement or the
other Collateral Security Documents or be deemed to constitute a waiver of
liability, if any, of any Person for damages for fraud or for any knowing
misrepresentation made by such Person herein or in any certificate or document
delivered pursuant hereto.
21. Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly
executed and delivered as of the date first set forth above.
COGEN TECHNOLOGIES CAMDEN, INC.
By: /s/ [Signature Appears Here]
--------------------------------
Title: Vice President
1600 Smith Street
Suite 5000
Houston, Texas 77002
Attention: Robert C. McNair
<PAGE>
SCHEDULE I
FINANCING STATEMENT FILINGS
<TABLE>
<CAPTION>
Jurisdiction Document
Debtor Where Filed Filed
- ------ ------------ --------
<S> <C> <C>
General Partner Secretary of State of Delaware UCC-1 Financing
Statement
General Partner Secretary of State of New Jersey UCC-1 Financing
Statement
General Partner County Clerk, Camden County, UCC-1 Financing
New Jersey Statement
General Partner Secretary of State of New York UCC-1 Financing
Statement
General Partner City Registrar, New York County UCC-1 Financing
Statement
General Partner County Clerk, Schenectady County, UCC-1 Financing
New York Statement
General Partner Secretary of State of UCC-1 Financing
South Carolina Statement
General Partner County Clerk, Greenville County, UCC-1 Financing
South Carolina Statement
General Partner Secretary of State of Texas UCC-1 Financing
Statement
</TABLE>
<PAGE>
EXHIBIT A
[Form of Instruction to Register Pledge]
________________ __, 19__
TO: Cogen Technologies Camden GP Limited Partnership
You are hereby instructed to register the pledge of the following
uncertificated security as follows:
The entire partnership interest of the undersigned in Cogen Technologies
Camden GP Limited Partnership (the "General Partner"), including without
limitation all of the following property now owned or at any time hereafter
acquired by the Pledgor or in which the Pledgor now has or at any time in the
future may acquire any rights, title or interest:
(i) all right, title and interest of the Pledgor in the General
Partner;
(ii) any and all moneys due and to become due to the Pledgor now or
in the future by way of a distribution made to the Pledgor in its capacity as a
partner of the General Partner;
(iii) any and all moneys due or to become due to the Pledgor now or
in the future by virtue of the Pledgor's interest as a partner in the General
Partner;
(iv) any other property of the General Partner to which the Pledgor
now or in the future may be entitled in its capacity as a partner of the General
Partner by way of distribution, return of capital or otherwise;
<PAGE>
2
(v) any other claim which the Pledgor now has or may in the future
acquire in its capacity as a partner of the General Partner against the General
Partner and its property; and
(vi) to the extent not otherwise included, all Proceeds of any or all of
the foregoing.
Pledgor Pledgee
------- -------
Cogen Technologies General Electric Capital
Camden, Inc. Corporation, as Collateral Agent
1600 Smith Street 1600 Summer Street
Suite 5000 Sixth Floor
Houston, Texas 77002 Stanford, CT 06927
Very truly yours,
Cogen Technologies
Camden, Inc.
By:
-------------------------
Title:
<PAGE>
EXHIBIT B
[Form of Initial Transaction Statement]
_________ __, 199__
To: General Electric Capital
Corporation, as Collateral Agent
1600 Summer Street
Sixth Floor
Stamford, CT 06927
Attn: Project Financing Investments -
Transportation and Industrial
Financing Division
This statement is to advise you that a pledge of the following
uncertificated security has been registered in the name of General Electric
Capital Corporation, as Collateral Agent, as follows:
1. Uncertificated Security:
The entire partnership interest of Cogen Technologies Camden, Inc. in
the undersigned partnership (the "General Partner"), including without
limitation all of the following property now owned or at any time
hereafter acquired by the Pledgor or in which the Pledgor now has or at
any time in the future may acquire any rights, title or interest:
(i) all right, title and interest of the Pledgor in the General
Partner;
(ii) any and all moneys due and to become due to the Pledgor now
or in the future by way of a distribution made to the Pledgor in its
capacity as a partner of the General Partner;
(iii) any and all moneys due or to become due to the Pledgor now
or in the future by virtue of the
<PAGE>
2
Pledgor's interest as a partner in the General Partner;
(iv) any other property of the General Partner to which the
Pledgor now or in the future may be entitled in its capacity as a
partner of the General Partner by way of distribution, return of capital
or otherwise;
(v) any other claim which the Pledgor now has or may in the
future acquire in its capacity as a partner of the General Partner
against the General Partner and its property; and
(vi) to the extent not otherwise included, all Proceeds of any
or all of the foregoing.
2. Registered Owner:
Cogen Technologies Camden, Inc.
1600 Smith Street
Suite 5000
Houston, Texas 77002
Taxpayer Identification Number: 76-0322566
3. Registered Pledgee:
General Electric Capital Corporation, as Collateral Agent
Taxpayer Identification Number: 13-1500700
4. There are no liens (except for Permitted Liens) or restrictions
of the undersigned partnership and no adverse claims to which
such uncertificated security is or may be subject known to the
undersigned partnership.
5. The pledge was registered on __________ __, 1992.
<PAGE>
3
THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF
THE TIME OF ITS ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO
RIGHTS ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A
SECURITY.
Very truly yours,
Cogen Technologies Camden GP Limited
Partnership
By: Cogen Technologies Camden, Inc.
its general partner
By:
-----------------------------
Title:
<PAGE>
EXHIBIT 10.81
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT ("Agreement"), dated effective as of September 1, 1989,
by and between Cogen Technologies NJ, Inc., a Texas corporation ("Cogen NJ"),
Cogen Technologies Management Company, a Texas corporation ("Manager") and
Robert C. McNair, a resident of Harris County, Texas ("McNair").
W I T N E S S E T H:
WHEREAS, Cogen NJ serves as Managing Venturer of Cogen Technologies NJ
Venture, a New Jersey joint venture (the "Venture");
WHEREAS, Cogen NJ has the right to assign certain management rights and
obligations with respect to the Venture, including the right to receive its
management fee, to Robert C. McNair and his assigns;
WHEREAS, Manager is a corporation organized by McNair to perform
management services to cogeneration facilities in which McNair has a direct or
indirect ownership interest;
WHEREAS, during the period that the Venture was constructing its
cogeneration facility in Bayonne, New Jersey, McNair performed certain
management services with respect to the Venture; and
WHEREAS, the parties have agreed that Manager shall perform certain
management services for the Venture, which services otherwise would be required
of Cogen NJ.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreements contained herein, McNair hereby delegates to Manager the
obligation to perform such services in accordance with the terms hereof, and
assigns to Manager any right that he may have to receive such payments; and
Cogen NJ and Manager hereby agree as follows:
1. Term.
The term of this Agreement shall commence effective September 1, 1989
and end at the time Cogen NJ ceases to be Managing Venturer of the Venture (the
"Basic Term"), subject to prior termination by the Manager or Cogen NJ in
accordance with the terms of this Agreement.
2. Nature of Duties.
(a) During the term of this Agreement the Manager shall assist Cogen
NJ in serving as Managing Venturer of
<PAGE>
the Venture and shall possess all powers and privileges as necessary to perform
or to supervise the performance of such duties as are conferred upon Cogen NJ
and McNair and his assigns pursuant to the Joint Venture Agreement of the
Venturer (the "Manager's Responsibilities"). In this regard the Manager agrees
to perform those management responsibilities currently being performed by Cogen
NJ and/or McNair relative to the Venture, and to perform such other management
services for the Venture as Cogen NJ may assign to it; provided, however, that
Cogen NJ shall not, without the Manager's prior consent, directly or indirectly
limit, impair or remove any power or privilege or increase or enlarge the scope
of any duty within the purview of the Manager's Responsibilities as described in
this Agreement.
(b) The Manager shall not be a partner or venturer in the Venture,
and shall not have liability for obligations of the Venture.
3. Compensation.
(a) Basic Compensation. In consideration of all services to be
rendered by the Manager, Cogen NJ shall pay, or cause the Venture to pay, to the
Manager on or before the 15th day of each month an amount equal to 1-1/2% of the
gross revenues of the Venture for the preceding month.
(b) Expenses. During the term of this Agreement Cogen NJ shall pay
for or reimburse Manager for all reasonable out-of-pocket expenses incurred by
it in furtherance of the management activities which, but for the management of
the Venture, would not have been incurred by Manager.
4. Termination.
(a) Cogen NJ shall have the right to terminate this Agreement with
Cause (as defined below) at any time upon two weeks' prior written notice as
provided in this Section 4. In the event that Cogen NJ believes that there shall
exist Cause to terminate this Agreement and Cogen NJ desires to terminate this
Agreement, it shall deliver written notice to the Manager stating its intention
to terminate and describing, in detail, the grounds upon which it believes that
Cause exists to terminate the Agreement (the "Terminating Event"). The Manager
shall have two weeks to cure or deliver a written notice to Cogen NJ to
challenge its belief that a Terminating Event has occurred under this Agreement.
If the Manager disputes whether such a Terminating Event exists, then the
question of whether a
2
<PAGE>
Terminating Event has occurred shall be submitted to arbitration in accordance
with the provisions of Section 4(b) below. If the Manager fails to cure the
Terminating Event within the two-week period and either (i) fails to challenge
Cogen NJ's belief that a Terminating Event has occurred or (ii) challenges such
belief and a Terminating Event is nonetheless determined to have occurred either
by the Manager's ceasing its dispute or by the arbitrators as described in
Section 4(b) below, then (unless the Terminating Event is cured within the
two-week period immediately following the rendering of the decision by the
arbitrations) Cogen NJ may deliver a Final Notice of Termination to the Manager
stating that this Agreement has been terminated for Cause, which Cause shall be
described in detail in such Final Notice of Termination. Immediately upon
receipt or delivery by the Manager of such Final Notice of Termination, Manager
shall have no authority whatsoever to incur any obligation or to make any
agreement, representation, or warranty on behalf of or for the account of Cogen
NJ, or to undertake any activity on behalf of Cogen NJ without the prior written
consent of Cogen NJ. "Cause" shall mean Manager's (i) willful and intentional
failure and refusal to perform its duties in accordance with this Agreement, or
(ii) commission of any act involving willful or intentional misconduct which, in
either cause, results in material injury to Cogen NJ.
(b) Any dispute over whether a Terminating Event has occurred which
is submitted to arbitration in accordance with the provisions of Section 4(a)
above, shall be finally settled under the Rule of the American Arbitration
Association by one or more arbitrators appointed in accordance with the said
Rules, as modified hereby. In the absence of an agreement by the parties within
two business days of the date on which this arbitration provision is invoked
that it is appropriate to submit the dispute to a single arbitrator whose
identity is agreed to by the parties, the arbitral tribunal shall be composed of
three arbitrators. The Manager and Cogen NJ shall each appoint one arbitrator.
If a party fails to appoint an arbitrator within five business days from the
date on which this arbitration provision is invoked, the party timely naming the
first arbitrator shall appoint a second. The two arbitrators thus appointed then
shall, within twenty (20) days of the appointment of the latest appointed
arbitrator, agree upon the third arbitrator to act as Chairman. In all cases,
the Chairman shall be a lawyer admitted to the State Bar of Texas. With respect
to matters not dealt within in this Section 4(b), the arbitral tribunal shall be
constituted in accordance with the then existing Rules of
3
<PAGE>
the American Arbitration Association. The place of arbitration shall be Houston,
Texas, and the arbitral proceedings shall begin within thirty business days of
the appointment of the chairman. The sole issue to be decided by such
arbitrators in the arbitral proceeding shall be whether a Terminating Event has
occurred. If necessary, judgment on the award of the arbitrators may be entered
in any court having jurisdiction thereof or having jurisdiction over one or more
of the parties or their assets. All costs and expenses incurred in connection
with the arbitral proceeding shall be borne by the party or parties, and shared
in such proportions, as may be determined by such arbitrators.
(c) Section 4(b) of this Agreement shall not apply to the rights of
Cogen NJ or Manager to seek in the courts of the United States any relief on any
provision of this Agreement except on the issue of whether a Terminating Event
has occurred under this Agreement.
(d) If the Agreement is terminated without Cause or terminated by the
Manager for Good Reason, Cogen NJ shall continue to pay to the Manager the
Compensation payable to the Manager pursuant to Section 3(a) hereof for the
remainder of the Term.
For the purposes hereof "Good Reason" shall mean:
(i) without the Manager's express written consent, the
assignment to Manager of any duties inconsistent with the Manager's
duties, responsibilities and status with Cogen NJ hereunder, or a change
in the Manager's responsibilities, or any removal of Manager from any
such responsibilities, except in connection with the termination of the
Manager's employment for Cause; and
(ii) a reduction by Cogen NJ in the Manager's compensation as
set forth in Section 3 hereof.
(e) This Agreement may also be terminated by Manager for any reason
other than Good Cause upon 30 days written notice to Cogen NJ. In such case
Manager shall not be entitled to receive any further compensation hereunder.
5. Notices.
Any notice to be given hereunder to any party shall be deemed to be
given if delivered in person or if mailed by certified mail, postage prepaid,
return receipt requested, to the following persons:
4
<PAGE>
IF TO MANAGER: Cogen Technologies Management Comany
Suite 5000
1600 Smith Street Building
1600 Smith Street
Houston, Texas 77002
Attention: President
IF TO COGEN NJ: Cogen Technologies NJ, Inc.
Suite 5000
1600 Smith Street Building
1600 Smith Street
Houston, Texas 77002
Attention: Vice President
Any party may by notice to the other parties change the address by which
notices to it are to be addressed.
6. Amendments.
This Agreement shall not be amended except by an agreement in writing
signed by the parties hereto.
7. Waiver.
A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the futre, or of any subsequent breach thereof.
8. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with
respect to the subject hereof. The parties agree that they are not relying on
any other representations, expressed or implied, oral or written.
9. Captions.
The captions contained in this Agreement are for convenient reference
only and do not affect the meaning of any term or provision.
10. Governing Law.
The validity, construction and performance of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Texas.
Any action filed as a result of a dispute relating to the construction,
application or enforcement of this Agreement (except for any arbitration
5
<PAGE>
proceeding pursuant to Section 4(b) of this Agreement) shall be filed only in a
state, county or federal district court in Harris County, Texas.
11. Binding Effect.
This Agreement shall be binding upon the parties hereto and upon their
successors, executors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective as of the day and year first above written.
COGEN TECHNOLOGIES NJ, INC.
By: /s/ Robert McNair
-----------------------------
Its: President
------------------------
COGEN TECHNOLOGIES MANAGEMENT COMPANY
By: /s/ Robert McNair
-----------------------------
Its: President
------------------------
/s/ Robert C. McNair
---------------------------------
Robert C. McNair
6
<PAGE>
EXHIBIT 10.82
ASSIGNMENT AND ASSUMPTION
For the consideration hereinafter set forth, COGEN TECHNOLOGIES
MANAGEMENT COMPANY, a Texas corporation (hereinafter called the "Assignor"),
does hereby ASSIGN and TRANSFER to COGEN TECHNOLOGIES MANAGEMENT SERVICES, L.P.,
a limited partnership organized under the laws of the State of Delaware
(hereinafter called the "Assignee"), all the Assignor's right, title, interest,
privilege and benefit, of whatever kind of character, which may be evidenced by,
or which may have heretofore arisen, or which may hereafter arise, under or by
virtue of that certain Management Services Agreement dated September 1, 1989
(herein called the "Agreement"), executed by and among Assignor, Cogen
Technologies NJ, Inc. and Robert C. McNair.
The consideration for this Assignment and Assumption has been paid and
assumed and agreed to be paid by the Assignee as follows:
(1) The sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration has this day been paid in cash to the Assignor by the
Assignee, the receipt and sufficiency of which are hereby confessed and
acknowledged; and
(2) The remaining portion of the consideration herefor is represented
by the covenant and agreement by the Assignee to keep and perform all the
obligations of the Assignor set forth in the Agreement arising from and after
the effective date of this Assignment.
<PAGE>
EXECUTED and to be effective as of the 1st day of January, 1994.
COGEN TECHNOLOGIES MANAGEMENT COMPANY
By: /s/ Robert C. McNair
------------------------------
Robert C. McNair, President
"ASSIGNOR"
COGEN TECHNOLOGIES MANAGEMENT
SERVICES, L.P.
By: Cogen Technologies Management
Company, Its General Partner
By: /s/ Robert C. McNair
------------------------------
Robert C. McNair, President
"ASSIGNEE"
Cogen Technologies NJ, Inc. and Robert C. McNair, being parties to the
Agreement, join in the execution hereof to evidence their consent to the
foregoing Assignment.
COGEN TECHNOLOGIES NJ, INC.
By: /s/ Robert C. McNair
------------------------------
Robert C. McNair, President
/s/ Robert C. McNair
---------------------------------
Robert C. McNair
2
