Exhibit 10.4
Iroquois Gas Transmission System, L.P.
Entire Tariff
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Third
Revised TABLE OF CONTENTS
Sheet
No. 1 Description Sheet No.
Preliminary Statement 2
System Map 3
Rates 4
Rate Schedules 9
RTS - Firm Reserved Transportation
Service 9
ITS - Interruptible Transportation
Service 26
PAL - Park and Loan Service 32
General Terms and Conditions 41
Forms of Service Agreements 141
Service Request Form 181
Shipper Nomination Form 188
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Issued on: March 29, 1996 Effective: May 1, 1996
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Original PRELIMINARY STATEMENT
Sheet
No. 2 Iroquois Gas Transmission System, L.P. is a natural gas
pipeline company principally engaged in the business of
transporting natural gas in interstate commerce, under
authorization granted by and subject to the jurisdiction of
the Federal Energy Regulatory Commission. Its pipeline system
extends in a southeasterly direction from its point of
interconnection with the facilities of TransCanada PipeLines
Limited near Iroquois, Ontario, through the States of New York
and Connecticut, across Long Island Sound to its terminus near
South Commack, New York.
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Issued on: March 22, 1993 Effective: September 1, 1993
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<PAGE>
Original
Sheet
No. 3 Map of the 375-mile Iroquois Pipeline System, beginning in
upstate New York at the U.S.-Canadian Border at Waddington, New
York, through the State of Connecticut and under Long Island
Sound to South Commack, Long Island, New York. Identifies all
19 meter stations along the pipeline route where shippers may
receive and deliver gas. They are located in Waddington, NY,
Lisbon, NY, Edward, NY, Croghan, NY, New Bremen, NY, Burdick's
Xing, NY, Boonville, NY, Canajoharie, NY, Wright, NY, Pleasant
Valley, NY, New Milford, CT, Brookfield, CT, Shelton "A", CT,
Shelton "B", Connecticut, Stratford, CT, Milford, CT, Devon,
CT, Northport, NY and S. Commack, NY. Also identifies Iroquois'
interconnection points with four other interstate natural gas
pipelines at five points. Iroquois also delivers gas to other
major interstate natural gas pipelines in the Northeast through
five interconnections with four interstate pipelines. Iroquois
interconnects with the TransCanada System at the
U.S.-Canadian border at Waddington, New York; the Dominion
Transmission System (formerly CNG Transmission) in Canajoharie,
New York; the Tennessee Gas Pipeline in Wright, New York; the
Algonquin Gas Transmission System in Brookfield, Connecticut
and the Tennessee Gas Pipeline System in Shelton, Connecticut.
Locations of Iroquois' three compressor stations, in Croghan,
Wright and Athens, New York are also noted on this map.
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Issued on: March 22, 1993 Effective: September 1, 1993
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Twenty- RATES
Seventh (All Rates in $ Per Dth)
Revised
Sheet SETTLEMENT RATES SCHEDULE 2/
No. 4
Maximum Maximum Maximum Maximum
Rates Rates Rates Rates
Effective Effective Effective Effective
Minimum 8/31/1998 1/1/2001 1/1/2002 1/1/2003
RTS DEMAND:
Zone 1 $0.0000 $8.5370 $8.3423 $7.8557 $7.5637
Zone 2 $0.0000 $6.9843 $6.8870 $6.6436 $6.4976
Inter-Zone $0.0000 $14.1750 $13.8830 $13.1530 $12.7150
Zone 1 $0.0000 $5.9892 $5.8635 $5.5493 $5.3607
(MFV) 1/
<PAGE>
RTS COMMODITY:
Zone 1 $0.0030 $0.0030 $0.0030 $0.0030 $0.0030
Zone 2 $0.0024 $0.0024 $0.0024 $0.0024 $0.0024
Inter-Zone $0.0054 $0.0054 $0.0054 $0.0054 $0.0054
Zone 1 $0.0300 $0.1754 $0.1688 $0.1575 $0.1506
(MFV) 1/
ITS COMMODITY:
Zone 1 $0.0030 $0.2837 $0.2773 $0.2613 $0.2517
Zone 2 $0.0024 $0.2320 $0.2288 $0.2208 $0.2160
Inter-Zone $0.0054 $0.4714 $0.4618 $0.4378 $0.4234
Zone 1 $0.0300 $0.3723 $0.3616 $0.3399 $0.3268
(MFV) 1/
MAXIMUM VOLUMETRIC CAPACITY RELEASE RATE:
Zone 1 $0.0000 $0.2807 $0.2743 $0.2583 $0.2487
Zone 2 $0.0000 $0.2296 $0.2264 $0.2184 $0.2136
Inter-Zone $0.0000 $0.4660 $0.4564 $0.4324 $0.4180
Zone 1 $0.0000 $0.1969 $0.1928 $0.1824 $0.1762
(MFV) 1/
**SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE
APPLICABLE
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1/ As authorized pursuant to order of the Federal Energy
Regulatory Commission, Docket Nos. RS92-17-003, et
al., dated June 18, 1993 (63 FERC para. 61,285).
2/ By a Stipulation and Agreement dated Dec. 17, 1999 and
approved by the Commission Feb. 10, 2000, in Docket No.
RP94-72, et al., Iroquois and its customers agreed to the
stepdown in rates set forth above and a rate moratorium
until January 1, 2004. In general, under that moratorium
Iroquois agreed not to file a general section 4 rate case
until Jan. 1, 2004, at the earliest, while its customers
would not file a general section 5 complaint prior to April
1, 2003 and further that resulting rates from such a section
5 complaint would not become effective prior to January 1,
2004. It should be noted that the rates set forth herein may
be modified pursuant to various provisions set forth in the
Stipulation and Agreement, and are subject to change in the
event the settlement is terminated under Article V thereof.
The Stipulation and Agreement should be consulted for the
actual terms of the moratorium.
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Issued on: March 24, 2000 Effective: March 24, 2000
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Original To the extent applicable, the following adjustments apply:
Sheet
No. 4A TRANSPORTATION COST RATE ADJUSTMENT (TCRA):
RTS DEMAND:
<PAGE>
Zone 1 ($0.0312)
Zone 2
Inter-Zone ($0.0315)
Zone 1 (MFV)
1/ ($0.0627)
($0.0210)
RTS COMMODITY:
Zone 1 $0.0000
Zone 2 $0.0000
Inter-Zone $0.0000
Zone 1 (MFV) ($0.0007)
1/
ITS COMMODITY:
Zone 1 ($0.0011)
Zone 2
Inter-Zone ($0.0010)
Zone 1 (MFV)
1/ ($0.0021)
($0.0014)
GRI ADJUSTMENT:
Demand Minimum Maximum
High Load Factor 0.0000 0.2000
2/ 0.0000 0.1230
Low Load Factor 0.0000 0.0072
2/
Commodity
ACA ADJUSTMENT:
Commodity 0.0022
DEFERRED ASSET SURCHARGE:
Commodity
Zone 1 0.0007
Zone 2 0.0005
Inter-Zone 0.0012
MEASUREMENT VARIANCE/FUEL USE FACTOR:
Minimum 0.00%
Maximum 1.00%
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1/ As authorized pursuant to order of the Federal
Energy Regulatory Commission, Docket Nos.
RS92-17-003, et al., dated June 18, 1993 (63 FERC
para. 61,285).
2/ High Load Factor GRI Demand Rate applies to Rate Schedule
RTS Shippers with load factors exceeding 50%, whereas Low
Load Factor GRI Demand Rate applies to Rate Schedule RTS
Shippers with load
<PAGE>
factors of 50% or less.
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Issued on: March 24, 2000 Effective: March 24, 2000
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Ninth RATES
Revised (All Rates in $ Per Dth)
Sheet
No. 5
Rate INJECTION/WITHDRAWAL DAILY BALANCE
Schedule 1/
Maximum Minimum Maximum Minimum
PAL: 0.0020 0.0000 0.0154 0.0000
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1/ Subject to the ACA Adjustments stated on Sheet
No.4A
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Issued on: March 24, 2000 Effective: March 24, 2000
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Second STATEMENT OF NEGOTIATED RATES 1/, 3/
Revised
Sheet Customer Name: Duke Energy Duke Energy
No. 6 Trading Trading
and Marketing, LLC and Marketing, LLC
Contract Number: 790-20 790-21
Rate Schedule: RTS RTS
Contract Demand: 30,000 dth 30,150 dth
(Maximum) (Maximum)
Demand Charge 4/ 4/
2/
Commodity Charge $0.0024 $0.0030
2/
Primary Receipt Point(s):
Name So. Commack Wright
Primary Delivery Point(s):
Name Wright Waddington
Notes:
1/ Unless otherwise noted, negotiated contracts do not
deviate in any material respect from the applicable
form of service agreement set forth in Iroquois' FERC
Gas Tariff.
2/ Unless otherwise noted, rates are exclusive of
all surcharges.
3/ Unless otherwise noted, this tariff sheet reflects the
essential elements of the negotiated
<PAGE>
contracts, including a specification of all
consideration.
4/ The minimum daily demand charge per dth of
contract demand shall be $0.01/dth. The daily
demand charge shall be equal to 50% multiplied by
[33% of the Midpoint for Citygates: Texas Eastern
M-3, as reported in Gas Daily's "Daily Price
Survey" for the day of service; plus 33% of the
Midpoint for Citygates: Transco Non-NY, as
reported in Gas Daily's "Daily Price Survey" for
the day of service; plus 34% of the Midpoint for
Citygates: Iroquois Zone 2, as reported in Gas
Daily's "Daily Price Survey" for the day of
service; Less the Midpoint for Canadian Gas:
Iroquois, as reported in Gas Daily's "Daily Price
Survey" for the day of service; Less all
applicable surcharges; Less Transporter's
applicable minimum commodity rate as set forth in
Rate Schedule RTS of Transporter's FERC approved
Gas Tariff; Less the applicable measurement
variance/fuel use factor cost "MVFU factor" (the
MVFU factor cost shall be calculated by taking
the Canadian Gas: Iroquois price as reported in
Gas Daily divided by (1 minus the MVFU factor)
multiplied by the MVFU factor.)] The daily
reservation charge may exceed the maximum demand
rate as set forth in Rate Schedule RTS of
Transporter's FERC approved Gas Tariff (the "Rate
Schedule"). Where the daily demand charge
calculated using the above formula exceeds the
maximum demand rate as set forth in Rate Schedule
RTS, the daily demand charge to be paid by
Shipper shall be the maximum demand rate plus 85%
of the difference between the maximum demand rate
and the daily demand charge calculated using the
above formula.
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Issued on: May 1, 2000 Effective: May 1, 2000
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Original Reserved for future use.
Sheet
No. 7
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Issued on: November 4, 1999 Effective: November 4, 1999
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Original Reserved for future use.
Sheet
No. 8
<PAGE>
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Issued on: November 4, 1999 Effective: November 4, 1999
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First RATE SCHEDULE RTS
Revised FIRM RESERVED TRANSPORTATION SERVICE
Sheet
No. 9 1. AVAILABILITY
This Rate Schedule RTS is available for natural gas transportation
service by Transporter to any Shipper, where:
(a) Shipper has made a valid request as defined in Section 3
of the General Terms and Conditions of Transporters currently
effective FERC Gas Tariff or Shipper has released capacity
under Section 28 of the General Terms and Conditions of
Transporters currently effective FERC Gas Tariff;
(b) Shipper and Transporter have entered into a Gas
Transportation Contract for Firm Reserved Service under
this Rate Schedule;
(c) Transporter has capacity available to render the
transportation service pursuant to Section 3 of this Rate
Schedule and Section 4 of the General Terms and Conditions of
Transporters currently effective FERC Gas Tariff or Shipper
will utilize firm capacity released under Section 28 of the
General Terms and Conditions of Transporters currently
effective FERC Gas Tariff;
(d) Except where the Shipper is both the ultimate consumer
and the producer of the transported gas, contracts have been
entered into by or on behalf of Shipper for the purchase or
sale of natural gas, as the case may be, and for the delivery
of such gas to Transporter at one more receipt points on
Transporters system;
(e) Either (1) Shipper's natural gas facilities or the
facilities where the gas is to be consumed interconnect with
Transporters natural gas transmission system at one or more
Delivery Points, or (2) contracts have been or will be
entered into on behalf of Shipper for the further
transportation of the gas from Transporters system to such
facilities;
(f) all necessary regulatory and governmental approvals to
purchase and sell, transport and, if appropriate, import the
natural gas to be transported by Transporter have been
obtained;
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Issued on: December 1, 1993 Effective: June 1, 1994
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Second RATE SCHEDULE RTS (Continued)
<PAGE>
Revised
Sheet (g) Shipper has met Transporters Financial
No. 10 Creditworthiness criteria as set forth in Section 3 of
the General Terms and Conditions.
2. APPLICABILITY AND CHARACTER OF SERVICE
Transportation provided under this Rate Schedule RTS shall be firm
reserved transportation service and shall have priority over all
other transportation service provided by Transporter; provided,
however, such service shall be subject to the terms of any Release
Agreement executed concurrently with the execution of a Gas
Transportation Contract for Firm Reserved Service with a
Replacement Shipper as defined in Section 28 of the General Terms
and Conditions of Transporters currently effective FERC Gas
Tariff; and, Capacity Release provisions set forth in Section 28
of the General Terms and Conditions, such service shall have the
same priority as the released capacity under the terms of this
Rate Schedule.
3. REQUESTS FOR SERVICE
3.1 Priority of Requests.
New transportation service pursuant to this Rate Schedule RTS
is subject to the availability of firm capacity. In the event
Transporter, in its sole discretion, determines that existing
firm transportation capacity, other than that available
through the applicable provisions of Sections 28 and 29 of
the General Terms and Conditions, is available and
Transporter does not require such capacity to meet the
existing firm transportation entitlements of existing
shippers, then Transporter shall post on its EBB notice
thereof, which notice shall include all relevant terms and
conditions pertaining to such capacity. Transporter shall
solicit bids for such capacity in the form of Service Request
Forms at least the following periods:
a. One (1) business day for firm capacity which
will be available for one month or less;
b. Five (5) business days for firm capacity which
will be available for more than one moth but less
than twelve months; and
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Issued on: October 31, 1995 Effective: December 1, 1995
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Substitute RATE SCHEDULE RTS (Continued)
Fifth
Revised c. Fifteen (15) business days for firm
Sheet capacity which will be available for twelve
No. 11 months or longer.
If there is inadequate firm transportation capacity to
satisfy all prospective Shippers bids, available
<PAGE>
firm transportation capacity shall be allocated to
those prospective Shippers submitting the best bid(s)
as determined in accordance with the provisions of
Sections 3.2 and 3.3 hereof. In the event Transporter
proposes to construct facilities to provide incremental
firm transportation services, then Transporter will
conduct an open season for the capacity which will be
made available; all relevant terms and conditions
pertaining to such capacity, including the method for
allocation, shall be posted on Transporters EBB.
3.2 Best Bid Determination.
Transporter shall evaluate all bids on a
non-discriminatory, objective basis and determine the
best bid (s): (1) within one day of the closing of the
open season where all bidders have requested short-term
(less than twelve (12) months) capacity and (2) within
two (2) weeks of the closing of the open season where
at least one bidder has requested long - term (twelve
(12) months or more) capacity. Available capacity shall
be allocated to prospective Shippers in accordance with
one of the following two methods (with the specific
method to be identified in Transporters notice of the
availability of firm capacity):
(a) Highest present value of the per unit
Transportation Demand Rate to be paid over the term
of the service as determined in accordance with
Section 3.3 hereof; or
(b) Highest rate bid;
provided, however, that Transporter will not be
obligated to accept any offer for transportation
service at less than Transporters maximum authorized
FERC Gas Tariff rate. For the purposes of this section,
the best bid(s) as calculated above shall be the bid(s)
which provide the greatest economic value to
Transporter. In the event that Transporter receives a
bid at a Negotiated Rate or at a rate to be determined
under a Negotiated Rate Formula, for the purpose of
determining the greatest economic value to Transporter,
the value of such rate shall be determined in
accordance with the provisions of Section 3.3 hereof
and Section 32 of the General Terms and Conditions and
shall in no event exceed the Recourse Rate. In
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Issued on: June 10, 1998 Effective: November 16, 1997
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Substitute RATE SCHEDULE RTS (Continued)
Second
<PAGE>
Revised the event Transporter receives two or more bids of
Sheet equal value, then under method (a) the best bid shall
No. 11A be the bid with the shortest term and under method
(b) the best bid shall be the bid with the longest term.
If two or more potential Shippers submit best bids,
Transporter will pro-rate capacity on the basis of the
quantities bid; Shippers shall notify Transporter within
one (1) Business Day of their acceptance of such pro-rata
share of short-term capacity (less than twelve months) and
within five (5) Business Days of their acceptance of such
pro-rata share of long-term capacity (twelve months or
longer). In the event that any prospective Shipper elects
not to enter into a Gas Transportation Contract for its
pro-rata share of such capacity, such capacity shall be
reallocated among the other prospective Shippers on a
pro-rata basis up to their requested Maximum Input
Quantities or Maximum Equivalent Quantities. Transporter
will post the results of the bidding process after a Gas
Transportation Contract has been executed.
3.3 Present Value Calculation. For purposes of evaluating
and determining the best bid in accordance with Section
3.2 hereof, the present value of the Transportation Demand
Rate to be paid over the term of the proposed service
shall be calculated in the following manner:
where: PV = present value of the rate
A = fraction of unit rate, such that:
A= proposed rate
maximum rate
i = monthly equivalent of
Transporter's approved overall
rate of return
n = term of the agreement, in
months.
In the event that Transporter receives a bid at a
Negotiated Rate or a rate under a Negotiated Rate
Formula that includes a revenue guarantee such as a
usage charge associated with a minimum volume
commitment, Transporter shall calculate the present
value per unit of the rate generated by such bid, to
the extent of any revenue guarantee such as a minimum
volume commitment, in the same manner that it
determines the present value of the per unit
Transportation Demand Rate. In
<PAGE>
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Issued on: June 10, 1998 Effective: November 16, 1997
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Sub. RATE SCHEDULE RTS (Continued)
Fourth
Revised the event that such a bid also includes a demand or
Sheet reservation rate, the present value of such bid shall be
No. 11B the sum of the present value of the Transportation
Demand Rate and the present value of the rate generated
by the revenue guarantee.
3.4 Transportation Contracting. Submission of a bid in the
form of a Service Request Form pursuant to Section 3.1 hereof
shall constitute a binding offer by the submitting Shipper to
enter into a Gas Transportation Contract incorporating the
terms of the bid. A prospective Shipper, however, may
withdraw its bid prior to the close of the period set forth
in Section 3.1; provided that such prospective Shipper may
not resubmit a lower bid, but may submit a higher bid for the
same capacity. In the event a potential Shipper's bid is
accepted, and such potential Shipper otherwise meets all
availability conditions of Section 1 of this Rate Schedule,
including Transporter's Financial Creditworthiness criteria
as set forth in Section 3 of the General Terms and
Conditions, Transporter shall forward to Shipper for
execution a Gas Transportation Contract which sets forth the
terms of such bid. Shipper shall have five (5) business days
from the date specified in the letter accompanying the Gas
Transportation Contract to execute and return to Transporter
the Gas Transportation Contract; service shall not commence
until the Gas Transportation Contract has been executed.
4. RATES
4.1 Applicable Rates. The applicable Maximum and Minimum
Transportation Demand Rates and Transportation Commodity
Rates and the applicable GRI and ACA Adjustments, Deferred
Asset Surcharge, and Transportation Cost Rate Adjustment, as
defined in Section 12 of the General Terms and Conditions,
for firm reserved transportation service under this Rate
Schedule are set forth in the currently effective Sheet No. 4
of this FERC Gas Tariff and are hereby incorporated herein.
When a Shipper has agreed to pay a Negotiated Rate or a rate
under a Negotiated Rate Formula, the rates assessed hereunder
shall be governed by Section 32 of the General Terms and
Conditions of this Tariff and the terms of the Gas
Transportation Contract between Shipper and Transporter.
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Issued on: September 15, 1998 Effective: August 31, 1998
<PAGE>
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Second RATE SCHEDULE RTS (Continued)
Revised
Sheet 4.2 Transportation Rates
No. 12
(a) Transportation Commodity Rates
(1) Maximum and Minimum Transportation Commodity
Rates. The Maximum and Minimum Transportation
Commodity Rates for each Dth of Scheduled
Equivalent Quantity at each Delivery Point shall be
the Maximum and Minimum Commodity Rates reflected
for Rate Schedule RTS from time to time on the
currently effective Sheet No. 4 of this FERC Gas
Tariff.
(2) Discounted Transportation Commodity Rate. The
discounted Transportation Commodity Rate shall be
the dollar amount per Dth of Scheduled Equivalent
Quantity at each Delivery Point as specified by
Transporter in a notice to Shipper, which amount
shall be less than the maximum. Transportation
Commodity Rate but equal to or greater than the
Minimum Transportation Commodity Rate.
(3) Intra-Zone Transportation Commodity Rate.
Separately stated Transportation Commodity Rates
shall apply to the provision of firm reserved
transportation service within Transporters Zone 1,
as defined in Section 2.30 of the General Terms and
Conditions, and within Transporters Zone 2, as
defined in Section 2.31 of the General Terms and
Conditions. The Zone 1 Transportation Commodity
Rate shall apply to each Dth of Scheduled
Equivalent Quantity at any Delivery Point located
in Transporters Zone 1 which corresponds to a Dth
of Scheduled Input Quantity at any Receipt Point
located in Transporters Zone 1. The Zone 2
Transportation Commodity Rate shall apply to each
Dth of Scheduled Equivalent Quantity at any
Delivery Point located in Transporters Zone 2 which
corresponds to a Dth of Scheduled Input Quantity at
any Receipt Point located in Transporters Zone 2
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Issued on: March 29, 1996 Effective: May 1, 1996
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Sub. RATE SCHEDULE RTS (Continued)
Third
<PAGE>
Revised (4) Inter-Zone Transportation Commodity Rate. A
Sheet separately stated Transportation Commodity Rate,
No. 13 equal to the sum of the Zone 1 Transportation
Commodity Rate and the Zone 2 Transportation Commodity
Rate, shall apply to each Dth of Scheduled Equivalent
Quantity at any Delivery Point located in Transporter?s
Zone 2 which corresponds to a Dth of Scheduled Input
Quantity at any Receipt Point located in Transporter?s
Zone 1 and to each Dth of Scheduled Equivalent Quantity
at any Delivery Point located in Transporter's Zone 1
which corresponds to a Dth of Scheduled Input Quantity
at any Receipt Point located in Transporter's Zone 2.
(b) Transportation Demand Rates
(1) Maximum and Minimum Transportation Demand Rates. The
Maximum and Minimum Transportation Demand Rate for each
Dth of the Maximum Input Quantity at each Receipt Point
shall be the Maximum and Minimum Demand Rates reflected
for Rate Schedule RTS from time to time on the currently
effective Sheet No. 4 of this FERC Gas Tariff.
(2) Discounted Transportation Demand Rate. The
Discounted Transportation Demand Rate for any Dth of the
Maximum Input Quantity at each Receipt Point shall be
the dollar amount per Dth of Maximum Input Quantity
specified by Transporter in a notice to Shipper, which
amount shall be less than the Maximum Transportation
Demand Rate but equal to or greater than the Minimum
Transportation Demand Rate. Except as otherwise mutually
agreed between Shipper and Transporter, the Discounted
Transportation Demand Rate shall apply to all quantities
which Shipper nominates under its Gas Transportation
Contract to be received and delivered by Transporter at
the Receipt Point(s) and Delivery Point(s),
respectively, specified in such notice to Shipper. The
Discounted Transportation Demand Rate shall not apply to
any quantities which Shipper, or any Replacement Shipper
that has acquired capacity released by such Shipper
under its Gas Transportation Contract pursuant to
Section 28 of the General Terms and Conditions of this
tariff, nominates to be received or delivered under its
Gas Transportation Contract at a Receipt or Delivery
Point not specified in such notice to Shipper. For
purposes of applying this paragraph, the daily Maximum
Transportation Demand Rate shall be determined by
multiplying the Maximum Transportation Demand Rate
reflected from time to time on the currently effective
Sheet No. 4 of this tariff by twelve (12) and dividing
the product by 365.
<PAGE>
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Issued on: January 15, 1997 Effective: January 1, 1997
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Original RATE SCHEDULE RTS (Continued)
Sheet
No. 13A (3) Intra-Zone Transportation Demand Rate.
Separately stated Transportation Demand Rates
shall apply to the provision of firm reserved
transportation service within Transporters Zone 1,
as defined in Section 2.30 of the General Terms
and Conditions, and within Transporters Zone 2, as
defined in Section 2.31 of the General Terms and
Conditions. The Zone 1 Transportation Demand Rate
shall apply to each Dth of Maximum Equivalent
Quantity at any Primary Delivery Point located in
Transporter?s Zone 1 which corresponds to a Dth of
Maximum Input Quantity at any Primary Receipt
Point located in Transporter?s Zone 1, as
reflected in the Schedule 1 and Schedule 2
appended to the Gas Transportation Contract
between Transporter and Shipper in
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Issued on: November 29, 1996 Effective: January 1, 1997
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Fourth RATE SCHEDULE RTS (Continued)
Revised
Sheet effect as of the date of such contract. The Zone 2
No. 14 Transporta- tion Demand Rate shall apply to each
Dth of Maximum Equivalent Quantity at any Primary
Delivery Point located in Transporter's Zone 2 which
corresponds to a Dth of Maximum Input Quantity at any
Primary Receipt Point located in Transporter's Zone 2,
as reflected in the Schedule 1 and Schedule 2 appended
to the Gas Transportation Contract between Transporter
and Shipper in effect as of the date of such contract.
(4) Inter-Zone Transportation Demand Rate. A separately
stated Transportation Demand Rate shall apply to each
Dth of Maximum Equivalent Quantity at any Primary
Delivery Point located in Transporter's Zone 2 which
corresponds to a Dth of Maximum Input Quantity at any
Primary Receipt Point located in Transporter's Zone 1,
as reflected in the effective Schedule 1 and Schedule 2
appended to the Gas Transportation Contract between
Transporter and Shipper, and to each Dth of Maximum
Equivalent Quantity at any Primary Delivery Point
located in Transporter's Zone 2, as reflected in the
effective Schedule 1 and Schedule 2 appended to the Gas
Transportation Contract between Transporter and Shipper.
<PAGE>
4.3 Monthly Bill. The monthly bill for firm reserved
transportation service rendered under this Rate Schedule
shall consist of a Transportation Demand Charge, a
Transportation Commodity Charge, the GRI, ACA and Deferred
Asset Surcharges, certain Revenue Sharing Credits, and any
applicable Capacity Release Credits; provided, however, that
when a Shipper has agreed to a Negotiated Rate or a rate
under a Negotiated Rate Formula, the monthly bill shall be
determined in accordance with the provisions of Section 32 of
the General Terms & Conditions and the terms of the Gas
Transportation Contract between Transporter and Shipper. The
monthly bill shall be determined as follows:
(a) Transportation Demand Charge. For each month, the
Transportation Demand Charge payable by Shipper shall,
subject to any discount as provided herein, be equal to
the applicable Maximum Transportation Demand Rate
multiplied by the Maximum Input Quantity as specified in
Shippers Gas Transportation Contract. The Transportation
Demand Charge is payable notwithstanding any failure to
deliver all or any portion of Shipper's Input Quantities
to Transporter at each
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Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
Fourth RATE SCHEDULE RTS (Continued)
Revised
Sheet Receipt Point during such month for any reason
No. 15 whatsoever including force majeure.
(b) Transportation Commodity Charge. For each month, the
Transportation Commodity Charge payable by Shipper
shall, subject to any discount as provided herein, be
equal to the applicable Maximum Transportation Rate
multiplied by the sum of the Scheduled Equivalent
Quantities nominated by Shipper during such month.
(c) GRI Surcharge. For each month, the GRI Demand
Surcharge payable by Shipper shall be equal to the
applicable GRI Demand Rate, as stated on the currently
effective Sheet No. 4 of this FERC Gas Tariff,
multiplied by the Maximum Input Quantity as specified in
Shipper's Gas Transportation Contract. For each month,
the GRI Commodity Surcharge payable by Shipper shall be
equal to the applicable GRI Commodity Rate, as stated on
the currently effective Sheet No. 4 of this FERC Gas
Tariff, multiplied by the sum the Scheduled Equivalent
Quantities nominated by Shipper during such month.
<PAGE>
(d) ACA Surcharge. For each month, the ACA Surcharge
payable by Shipper shall be equal to the applicable ACA
Rate, as stated on the currently effective Sheet No. 4
of this FERC Gas Tariff, multiplied by the sum of the
Scheduled Equivalent Quantities nominated by Shipper
during such month at each Delivery Point for
transportation from each Receipt Point.
(e) Deferred Asset Surcharge. For each month, the
Deferred Asset Surcharge payable by Shipper shall be
equal to the applicable Deferred Asset Rate for the
applicable Zone, as stated on the currently effective
Sheet No. 4 of this FERC Gas Tariff, multiplied by the
sum of the Scheduled Equivalent Quantities nominated by
Shipper during such month. For each month, the Deferred
Asset Intra-Zone and Inter-Zone Rates shall be applied
in the same manner as the Intra-Zone and Inter-Zone
Transportation Rates.
(f) RESERVED FOR FUTURE USE.
--------------------------------------------------------------------------------
Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
Second RATE SCHEDULE RTS (Continued)
Revised
Sheet
No. 15A
RESERVED FOR FUTURE USE
--------------------------------------------------------------------------------
Issued on: November 29, 1996 Effective: January 1, 1997
--------------------------------------------------------------------------------
First RATE SCHEDULE RTS (Continued)
Revised
Sheet
No. 15B
RESERVED FOR FUTURE USE
--------------------------------------------------------------------------------
Issued on: November 29, 1996 Effective: January 1, 1997
--------------------------------------------------------------------------------
Fifth RATE SCHEDULE RTS (Continued)
Revised
Sheet (g) Capacity Release Credits. For each month, the
No. 16 Transportation Demand Charge shall be credited by
the Transportation Demand Charge (or its volumetric
equivalent as determined pursuant to Section 28.14 of
the General Terms and Conditions) billed by the
<PAGE>
Transporter to any Replacement Shipper (s) as that term
is defined in Section 28 of the General Terms and
Conditions of Transporters currently effective FERC Gas
Tariff (hereinafter the "Replacement Demand Charge"), if
any, under the Capacity Release provisions set forth in
Section 28 of the General Terms and Conditions, with any
Capacity Release marketing fees as set forth in Section
28 of the General Terms and Conditions to be deducted
from such credit. Nothing herein is intended to relieve
Shipper of its obligation to pay to Transporter the full
amount of the Transportation Demand Charge for any month
in which the Replacement Shipper fails to pay all or any
portion of the Replacement Demand Charge (or its
volumetric equivalent as determined pursuant to Section
28.14 of the General Terms and Conditions).
4.4 Discounted Rates.
For purposes of administering rates under this Rate Schedule
RTS, Transporter shall have the right to discount the Maximum
Transportation Demand Rates and Maximum Transportation
Commodity Rates for firm reserved transportation service
under this Rate Schedule RTS and to charge a lower rate for
some or all of the service performed under this Rate
Schedule, so long as such discounting is necessary to meet
competitive conditions existing at the time; provided,
however, that in no event shall rates charged under this Rate
Schedule be less than Transporters system weighted average
variable costs, specified herein as the Minimum
Transportation Demand Rates and Minimum Transportation
Commodity Rates for firm reserved service. Transporter shall
not be obligated to offer service at discount rates; however,
to the extent such discounted service is offered, it shall be
offered on a non-discriminatory basis. For each transaction
discounted pursuant to this provision, the amount of the
discount shall be apportioned among the components of the
rate in the following order: first to the GRI Surcharge and
then to the base rates. Unless otherwise specified, a
discounted rate does not apply to alternate Receipt or
Delivery Points.
4.5 Negotiated Rates.
For purposes of administering rates under this Rate
Schedule RTS, Transporter
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Third RATE SCHEDULE RTS (Continued)
Revised
Sheet shall have the right to reach an agreement with a
No. 17 Shipper to charge Negotiated Rates or rates under a
Negotiated Rate Formula. Such rates shall be governed by
<PAGE>
Section 32 of the General Terms and Conditions of
Transporter's Tariff.
5. GENERAL TERMS AND CONDITIONS
Shipper shall provide Transporter with such information as is
needed to meet the requirements placed on Transporter pursuant to
18 CFR 284. All of the General Terms and Conditions of
Transporters effective FERC Gas Tariff, and any revisions thereof
that may be proposed and made effective from time to time
hereafter, shall apply to and are made a part of this Rate
Schedule.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original RATE SCHEDULE RTS (Continued)
Sheet
No.
18-25
SHEET NOS. 18 THROUGH 25 RESERVED
FOR FUTURE USE
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First RATE SCHEDULE ITS
Revised INTERRUPTIBLE TRANSPORTATION SERVICE
Sheet
No. 26 1. AVAILABILITY
This Rate Schedule ITS is available for natural gas transportation
service by Transporter to any Shipper, where:
(a) Shipper has made a valid request as defined in Section 3
of the General Terms and Conditions of Transporters currently
effective FERC Gas Tariff;
(b) Shipper and Transporter have entered into a Gas
Transportation Contract for Interruptible Service under this
Rate Schedule.
(c) Transporter has capacity available to render the
transportation service pursuant to Section 3 of this Rate
Schedule and Section 4 of the General Terms and Conditions of
Transporters currently effective FERC Gas Tariff;
(d) Except where the Shipper is both the ultimate consumer and
the producer of the transported gas, contracts have been
entered into by or on behalf of Shipper for the purchase or
sale of natural gas, as the case may be, and for the delivery
of such gas to
<PAGE>
Transporter at one or more Receipt Points on Transporters
system;
(e) either (1) Shippers natural gas facilities or the
facilities where the gas is to be consumed interconnect with
Transporters natural gas transmission system at one or more
Delivery Points, or (2) contracts have been or will be
entered into on behalf of Shipper for the further
transportation of the gas from Transporters system to such
facilities;
(f) all necessary regulatory and governmental approvals to
purchase and sell, transport and, if appropriate, import the
natural gas to be transported by Transporter have been
obtained;
(g) Shipper has met Transporters Financial Creditworthiness
criteria as set forth in Section 3 of the General Terms and
Conditions.
--------------------------------------------------------------------------------
Issued on: December 1, 1993 Effective: June 1, 1994
--------------------------------------------------------------------------------
Sub. RATE SCHEDULE ITS (Continued)
Fifth
Revised 2. APPLICABILITY AND CHARACTER OF SERVICE
Sheet
No. 27 This Rate Schedule ITS and the rates set forth herein shall
apply to all interruptible transportation service rendered under
Gas Transportation Contracts for such service whenever
Transportation is able and willing to offer such interruptible
transportation service. Transportation service provided hereunder
is subject to curtailment or interruption as Transporter deems
necessary.
3. REQUESTS FOR SERVICE
3.1 Priority of Requests. Transportation service pursuant to
this ITS Rate Schedule is subject to the availability of
interruptible capacity. Allocation of interruptible capacity
shall be in accordance the terms and conditions of Section 4
of the General Terms and Conditions of Transporter's
currently effective FERC Gas Tariff.
3.2 Gas Transportation Contract To Be Executed. Within thirty
days after Transporter accepts and validates a completed
request for service under Section 3.7 of the General Terms
and Conditions, including all information required for a
credit evaluation as specified in Section 3.4 of the General
Terms and Conditions, Transporter shall tender to Shipper a
Gas Transportation Contract. In the event the Gas
Transportation Contract is not executed by Shipper and
returned within five (5) days after Transporter tendered such
contract to Shipper,
<PAGE>
Shipper's request for transportation shall be null and void.
Service shall not commence until The Gas Transportation
Contract has been executed.
4. RATES
4.1 Applicable Rates. The applicable Maximum and Minimum
Transportation Commodity Rates and the applicable GRI and ACA
Adjustments, Deferred Asset Surcharge, and Transportation
Cost Rate Adjustment, as those terms are defined in Section
12 of the General Terms and Conditions of Transporter's
currently effective FERC Gas Tariff, for interruptible
transportation service under this Rate Schedule are set forth
in Sheet No. 4 of Transporter's currently effective FERC Gas
Tariff and are hereby incorporated herein. When a Shipper has
agreed to pay a Negotiated Rate or a rate under a Negotiated
Rate Formula, the rates assessed hereunder shall be governed
by Section 32 of the General Terms and Conditions of this
Tariff and the terms
--------------------------------------------------------------------------------
Issued on: September 15, 1998 Effective: August 31, 1998
--------------------------------------------------------------------------------
Fourth RATE SCHEDULE ITS (Continued)
Revised
Sheet of the Gas Transportation Contract between Shipper and
No. 28 Transporter.
4.2 Transportation Commodity Rates
(a) Maximum and Minimum Transportation Commodity Rates.
The Maximum and Minimum Transportation Commodity Rates
for each Dth of Scheduled Equivalent Quantity at each
Delivery Point shall be the Maximum and Minimum
Transportation Rates reflected for Rate Schedule ITS
from time to time on the currently effective Sheet No. 4
of this FERC Gas Tariff.
(b) Discounted Transportation Commodity Rate. The
Discounted Transportation Commodity Rate shall be the
dollar amount per Dth of Scheduled Equivalent Quantity
at each Delivery Point as specified by Transporter in a
notice to Shipper, which amount shall be less than the
Maximum Transportation Commodity Rate but equal to or
greater than the Minimum Transportation Commodity Rate.
(c) Intra-Zone Transportation Commodity Rate. Separately
stated Transportation Commodity Rate shall apply to the
provisions of firm reserved transportation service
within Transporters Zone 1, as defined in Section 2.30
of the General Terms and
<PAGE>
Conditions, and within Transporters Zone 2, as defined
in Section 2.31 of the General Terms and Conditions. The
Zone 1 Transportation Commodity Rate shall apply to each
Dth of Scheduled Equivalent Quantity at any Delivery
Point located in Transporters Zone 1 which corresponds
to a Dth of Scheduled Input Quantity at any Receipt
Point located in Transporters Zone 1. The Zone 2
Transportation Commodity Rate shall apply to each Dth of
Scheduled Equivalent Quantity at any Delivery Point
located in Transporters Zone 2 which corresponds to a
Dth of Scheduled Input Quantity at any Receipt Point
located in Transporters Zone 2.
(d) Inter-Zone Transportation Commodity Rate. A
separately stated Transportation Commodity Rate shall
apply to each Dth of Scheduled Equivalent Quantity at
any Delivery Point located in Transporters Zone 2 which
corresponds to a Dth of Scheduled Input Quantity at any
Receipt Point located in Transporters Zone 2 which
corresponds to a Dth of Scheduled Input Quantity at any
Receipt Point located in Transporters Zone 1 and to each
Dth of Scheduled Equivalent Quantity at any Delivery
Point located in Transporters Zone 1 which
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fourth RATE SCHEDULE ITS (Continued)
Revised
Sheet corresponds to a Dth of Scheduled Input Quantity at
No. 29 any Receipt Point located in Transporter's Zone 2.
4.3 Monthly Bill. The monthly bill for interruptible
transportation service rendered under this Rate Schedule
shall consist of a Transportation Commodity Charge and the
GRI, ACA and Deferred Asset Surcharges; provided, however,
that when a Shipper has agreed to a Negotiated Rate or a rate
under a Negotiated Rate Formula, the monthly bill shall be
determined in accordance with the provisions of Section 32 of
the General Terms and Conditions and the terms of the Gas
Transportation Contract between Transporter and Shipper. The
monthly bill shall be determined as follows:
(a) Transportation Commodity Charge. For each month, the
Transportation Commodity Charge payable by each Shipper
shall, subject to any discount as provided herein, be
equal to the applicable Maximum Transportation Commodity
Rate multiplied by the sum of the Scheduled Equivalent
Quantities nominated by Shipper during such month.
(b) GRI Surcharge. For each month, the GRI
<PAGE>
Surcharge payable by Shipper shall be equal to the
applicable GRI Commodity Rate, as stated on the
currently effective Sheet No. 4 of this FERC Gas Tariff,
multiplied by the sum of the Scheduled Equivalent
Quantities nominated by Shipper during such month.
(c) ACA Surcharge. For each month, the ACA Surcharge
payable by Shipper shall be equal to the applicable ACA
Rate, as stated on the currently effective Sheet No. 4
of this FERC Gas Tariff, multiplied by the sum of the
Scheduled Equivalent Quantities nominated by Shipper
during such month at each Delivery Point for
transportation from each Receipt Point.
(d) Deferred Asset Surcharge. For each month, the
Deferred Asset Surcharge payable by Shipper shall be
equal to the applicable to the Deferred Asset Surcharge
Rate for the applicable Zone, as stated on the currently
effective Sheet No. 4 of this FERC Gas Tariff,
multiplied by the sum of the Scheduled Equivalent
Quantities nominated by Shipper during such month. For
each month, the Deferred Asset Intra-Zone and Inter-Zone
Rates shall be applied in the same manner as the
--------------------------------------------------------------------------------
Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
Fifth RATE SCHEDULE ITS (Continued)
Revised
Sheet Intra-Zone Transportation and Inter-Zone
No. 30 Transportation Commodity Rates.
(e) RESERVED FOR FUTURE USE.
4.4 Discounted Rates. For purposes of administering rates
under this Rate Schedule ITS Transporter shall have the right
to discount the Maximum Transportation Commodity Rates for
interruptible transportation service under this Rate Schedule
ITS and to charge a lower rate for some or all of the
services performed under this Rate Schedule, so long as such
discounting is necessary to meet competitive conditions
existing at the time; provided, however, that in no event
shall rates charged under this Rate Schedule be less than
Transporter's system weighted average variable costs,
specified herein as the Minimum Transportation Commodity
Rates for interruptible service. Transporter shall not be
obligated to offer service at discount rates; however, to the
extent such discounted service is offered, it shall be
offered on a non-discriminatory basis. For each transaction
discounted pursuant to this provision, the amount of the
discount shall be apportioned among the
<PAGE>
components of the rate in the following order: first to the
GRI Surcharge and then to the base rates. Unless otherwise
specified, a discounted rate does not apply to alternate
Receipt or Delivery Points.
4.5 Negotiated Rates. For purposes of administering rates
under this Rate Schedule ITS, Transporter shall have the
right to reach an agreement with a Shipper to charge
Negotiated Rates or rates under a Negotiated Rate Formula.
Such rates shall be governed by Section 32 of the General
Terms and Conditions of Transporter's Tariff.
5. GENERAL TERMS AND CONDITIONS
Shipper shall provide Transporter with such information as is
needed to meet the requirements placed on Transporter pursuant to
18 CFR Part 284. All of the General Terms and Conditions of
Transporter's effective FERC Gas Tariff, and any revisions thereof
that may be proposed
--------------------------------------------------------------------------------
Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
Second RATE SCHEDULE ITS (Continued)
Revised
Sheet and made effective from time to time hereafter, shall apply
No. 31 to and are made a part of this Rate Schedule.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First RATE SCHEDULE PAL
Revised PARK AND LOAN SERVICE
Sheet
No. 32 1. AVAILABILITY
This Rate Schedule PAL is available for park and loan service by
Transporter to any Shipper, where:
(a) Shipper has made a valid request for service as defined
in Section 3 of the General Terms and Conditions of
Transporters currently effective FERC Gas Tariff;
(b) Shipper and Transporter have entered into a Park
and Loan Service Contract under this Rate Schedule;
(c) Transporter has sufficient capacity available to render
the Park and Loan Service pursuant to Section 4 of this Rate
Schedule and Section 4 of the General Terms and Conditions of
Transporters currently effective FERC Gas Tariff;
<PAGE>
(d) except where Shipper is both the ultimate consumer and
producer of gas which is being parked or loaned under this
Rate Schedule, contracts have been entered into by or on
behalf of Shipper for the purchase or sale of natural gas, as
the case may be, and for its delivery to Transporter at one
or more Receipt Points on Transporter's system;
(e) either (1) Shippers natural gas facilities or the
facilities where the gas is to be consumed interconnect with
Transporters natural gas transmission system at one or more
Delivery Points, or (2) contracts have been or will be
entered into on behalf of Shipper for the transportation of
the gas to and from Transporters system to such facilities;
(f) all necessary regulatory and governmental approvals to
purchase and sell, transport and, if appropriate, import the
natural gas to be transported by Transporter have been
obtained; and
(g) Shipper has met Transporters Financial Creditworthiness
Criteria as set forth in Section 3.5 of the General Terms and
Conditions.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First RATE SCHEDULE PAL (Continued)
Revised
Sheet 2. APPLICABILITY AND CHARACTER OF SERVICE
No. 33
2.1 This Rate Schedule PAL and the rates set forth herein
shall apply to all park and loan service rendered under a
Park and Loan Service Contract for such service whenever
Transporter is able and willing to offer such park and loan
service. Park and Loan service provided hereunder is of a
lower priority than transportation provided pursuant to Rate
Schedules RTS and ITS and is subject to curtailment or
interruption as Transporter deems necessary.
2.2 Park and loan services available under this Rate Schedule
include:
(a) Parking Service. Parking Service shall consist of
(i) Transporters receipt of natural gas tendered by
Shipper for parking service (Parked Quantity); (ii) the
holding of the Parked Quantity for Shippers account at
the point (s) specified in Shippers nomination (Parking
Point (s)), and (iii) Transporters redelivery of the
Parked Quantities to Shipper, or for Shippers account,
at the Parking Point.
<PAGE>
(b) Loan Service. Loan Service shall consist of (i)
Transporters advancement (loan) of the quantity of
natural gas nominated by Shipper (Loaned Quantity), up
to the Maximum Balance Quantity specified in Shippers
Park and Loan Service Contract, at the point (s)
specified in Shippers nomination (Loan Point (s)); and
(ii) Shippers redelivery of the Loaned Quantities and
Transporters acceptance of such volumes for Shippers
account at the Loan Point.
2.3 Subject to the availability of capacity, any Receipt or
Delivery on Transporters system may be nominated as a Parking
Point of Loan Point.
3. ACCOUNT BALANCES; TRANSPORTATION; ASSIGNMENTS
3.1 Transporter shall establish an account for each Shipper
using this service which reflects the Parked Balance at each
Parking Point and the Loan Balance at each Loan Point.
Whenever Transporter receives Parked Quantities from, or
delivers Loaned Quantities to, a Shipper the quantities
received or delivered will be reflected in the Shippers
Parked Balance or Loan Balance, as appropriate, for the Park
or Loan Point at which they were received or delivered,
Transporter will credit the Shippers account to reflect the
new balance.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second RATE SCHEDULE PAL (Continued)
Revised
Sheet 3.2 Transporter shall redeliver Parked Quantities and
No. 34 accept redelivery of Loaned Quantities only at the
Parking Point, where Shipper parked the Parked Quantity, or
the Loan Point, where Transporter advanced the Loaned
Quantity to Shipper.
3.3 In the event that Shipper wishes to move Parked
Quantities or Loaned Quantities from one Parking or Loan
Point to another Parking or Loan Point on Transporters
system, Shipper shall be responsible for arranging such
transportation in accordance with the provisions of Rate
Schedule RTS or ITS and the General Terms and Conditions of
Transporters Tariff.
3.4 Parked Quantities and Loaned Quantities may be assigned
from one Shipper to another in accordance with the provisions
of the Park and Loan Service Contract, provided that (i) the
Shipper obtaining such quantities satisfies all the
requirements of this Rate Schedule and the General Terms and
Conditions of the Tariff, and (ii) each Shipper submits the
appropriate nominations to Transporter in accordance with the
provisions of Section
<PAGE>
4. All applicable will be assessed for such transactions.
4. REQUESTS FOR SERVICE
Priority of Requests. Park and loan service pursuant to the PAL
Rate Schedule is subject to the availability of park and loan
capacity. Park and loan service shall be allocated first to those
Shippers whose PAL nominations and scheduled Operational Balancing
Agreement requests are for 250 Dth or less or increase park and
loan capacity, and then to any remaining Shippers nominating park
and loan service on a first-come, first-served basis. Service
shall not commence until The Park and Loan Service Contract has
been executed.
5. RATES
5.1 Applicable Rates. The applicable Maximum and Minimum
Injection/ Withdrawal Rate. Maximum and Minimum Daily Balance
Rate and ACA Surcharge, as that term is defined in Section 12
of the General Terms and Conditions of Transporters currently
effective FERC Gas Tariff, for park and loan service under
this Rate Schedule are set forth on Sheet Nos. 4 and 5 of
Transporters currently effective FERC Gas Tariff and are
hereby incorporated herein.
--------------------------------------------------------------------------------
Issued on: November 29, 1996 Effective: January 1, 1997
--------------------------------------------------------------------------------
First RATE SCHEDULE PAL (Continued)
Revised
Sheet 5.2 Park and Loan Service Rates
No. 35 (a) Maximum and Minimum Injection / Withdrawal
Rates. The Maximum and Minimum Injection / Withdrawal
Rate for each Dth of the gas (i) injected from each Loan
Point, and/ or (ii) withdrawn from each Parking Point,
shall be the Maximum and Minimum Injection / Withdrawal
Rate reflected from time to time on the currently
effective Sheet No. 5 of this FERC Gas Tariff.
(b) Discounted Injection / Withdrawal Rates. The
Discounted Injection / Withdrawal Rate shall be the
dollar amount per Dth of Injection Quantity and
Withdrawal Quantity at each Parking and / or Loan Point
as specified by Transporter on its Electronic Bulletin
Board, which amount shall be less than the Maximum
Injection / Withdrawal Rate, but equal to or greater
than the Minimum Injection / Withdrawal Rate.
(c) Maximum and Minimum Daily Balance Rate. The Maximum
and Minimum Daily Balance Rate for each Dth of gas in
(i) Shippers Parked Balance each day at
<PAGE>
each Parking Point, and (ii) Shippers Loan Balance each
day at each Loan Point, shall be the Maximum and Minimum
Daily Balance Rate reflected from time to time on the
currently effective Sheet No. 5 of the Tariff.
(d) Discounted Daily Balance Rates. The Discounted Daily
Balance Rate shall be the dollar amount per Dth of
Shippers Parked and Loan Balances each day at each
Parking and / or Loan Point as specified daily by
Transporter on its Electronic Bulletin Board, which
amount shall be less than the Maximum Daily Balance
Rate, but equal to or greater than the Minimum Daily
Balance Rate.
5.3 Monthly Bill. The monthly bill for park and loan services
rendered under this Rate Schedule shall consist of an
Injection/ Withdrawal Charge, a Balance Charge, and if
applicable, an ACA Surcharge. The monthly bill shall be
determined as follows:
(a) Injection / Withdrawal Charge. For each month, the
Injection / Withdrawal Charge payable to any discount as
provided herein, be equal to the Maximum Injection /
Withdrawal Rate multiplied by the sum of the Injection
Quantities and Withdrawal Quantities at each Parking
Point and each Loan Point on each day of such month.
(b) Balance Charge. For each month, the Balance
Charge Payable by each Shipper shall, subject to
any discount as provided herein, be equal to the
Maximum Daily Balance Rate multiplied by the sum of
Shippers Parked Balance and Loan
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First RATE SCHEDULE PAL (Continued)
Revised
Sheet Balance at each Parking Point and at each Loan
No. 36 Point on each day of such month.
(c) ACA Surcharge. For each month, the ACA Surcharge
payable by Shipper shall be equal to the applicable ACA
Rate, as stated on the currently effective Sheet No. 4
of this FERC Gas Tariff subject to the provisions of
Section 12.2 (c) of the General Terms and Conditions,
multiplied by the sum of the Injection Quantities at
each Parking and Loan Point on each day of such month.
(d) Reduction of Balance Charge Credit. In the event
that Shipper submits a nomination that would have
reduced its Parked Balance or Loan Balance on
<PAGE>
any day and Transporter is unable to schedule all the
quantities nominated because there is inadequate park
and loan capacity available, solely for the purpose of
calculating the Balance Charge, Transporter shall reduce
the Parked Balance or Loan Balance for each such day by
the quantity of gas Transporter was unable to deliver in
response to Shippers nomination. The Parked Balance or
Loan Balance subject to a Balance Charge will not be
reduced if Transporter is unable to honor park and loan
nominations because transportation service has been
nominated for parked and loaned quantities and there is
inadequate interruptible transportation capacity
available.
5.4 Discounted Rate. For purposes of administering rates
under this Rate Schedule PAL, Transporter shall have the
right to discount the Maximum Injection / Withdrawal Rate and
Maximum Daily Balance Rate for park and loan service under
this Rate Schedule PAL and to charge a lower rate for some or
all of the services performed under this Rate Schedule,
provided that such discounting is necessary to meet
competitive conditions existing at the time; provided,
however, that in no event shall rates charged under this Rate
Schedule be less than the Minimum Injection/ Withdrawal Rate
and Minimum Daily Balance Rate reflected on the currently
effective Sheet No. 5 of the FERC Gas Tariff. Transporter
shall not be required to offer park and loan service at a
discount rate; however, to the extent such discounted service
is offered, it shall be offered on a nondiscriminatory basis.
6. PAL ADVISORY NOTICES
6.1 In the event that Transporter determines, in its sole
discretion, that some or all park and loan services must be
interrupted or curtailed in order to satisfy Transporters
obligations to Shippers under the RTS or ITS Rate Schedules,
or that such interruption or curtailment is otherwise
necessary or appropriate to avoid adverse impact on the
operation of
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Fourth RATE SCHEDULE PAL (Continued)
Revised
Sheet Transporter's system, Transporter will notify any
No. 37 affected Shippers receiving service under the PAL Rate
Schedule that they are required to eliminate or reduce their
existing Parked Balances and/or Loan Balances over the period
specified in the notice. Such notices may be provided by
telephone, facsimile or in writing, as well as on
Transporter's Electronic Bulletin Board. Such
<PAGE>
notices shall be issued to Shippers in order based upon the
net aggregate of each Shipper's outstanding balance at all
Parking and Loan Points beginning with the largest balance.
The minimum period of time for elimination or reduction of
balances that can be stated in such a notice is the end of
the gas day for which the next available nomination deadline
applies.
6.2 If Shipper fails to comply with a notice given in
accordance with Section 6.1 above, Transporter shall cash out
the balance quantity that Shipper was advised, but failed, to
reduce or eliminate at the replacement cost of gas plus ten
percent (10%) for Loan Balances or the sale price of the gas
less ten percent (10%) for Parked Balances. For the purposes
of the preceding sentence, the replacement cost and sale
price of gas shall be computed as follows: (i) all balances
subject to replacement or sale on a particular day will be
aggregated and offered for bid in one lump sum; (ii) all
revenues received from the sale of, or expenses incurred in
the replacement of, such volumes will be aggregated for such
day; and (iii) the aggregate revenues or expenses for each
day will be applied to the aggregate cash out volumes for
each day in chronological order. All volumes offered for sale
or purchase pursuant to this section will be posted on
Transporter's Electronic Bulletin Board in a notice stating
the quantity of gas offered for sale or purchase and the
deadline for making bids. Such volumes will be allocated on a
best bid basis, beginning with the lowest rate bid for
purchases and the highest rate bid for sales.
6.3 Transporter may issue a notice requiring any Shipper with
a Parked or Loan Balance of less than 50 Dth to eliminate its
existing Parked or Loan Balance under this Section 6 within
thirty (30) days. If Shipper fails to comply with this
notice, any Parked Balance remaining after thirty (30) days
will be cashed out at ninety percent (90%) of the average New
York City Gate Price for the previous month as published in
Natural Gas Week and posted on Transporters Electronic
Bulletin Board; and any Loan Balance remaining after thirty
(30) days will be cashed out at 110% of the average New York
City Gate Price for the previous
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fourth RATE SCHEDULE PAL (Continued)
Revised
Sheet month as published in Natural Gas Week and posted on
No. 38 Transporters Electronic Bulletin Board.
7. CONTRACT TERMINATION
<PAGE>
Unless a shorter period of time is imposed in a notice issued in
accordance with Section 6 above, Shipper shall eliminate any
outstanding Parked Balance or Loan Balance within sixty (60) days
of termination of its Park and Loan Service Contract. If Shipper
fails to eliminate such balance, Transporter shall cash out any
balance quantity remaining after sixty (60) days at the
replacement cost of gas plus ten percent (10%) for Loan Balances
or the sale price of the gas less ten percent (10%) for Parked
Balances. For the purposes of the preceding sentence, the
replacement cost and sale price of gas shall be computed as
described in Section 6.2 above.
8. RESERVED FOR FUTURE USE
9. GENERAL TERMS AND CONDITIONS
Shipper shall provide Transporter with such information as is
needed to meet the requirements placed on Transporter pursuant to
18 C.F.R. Part 284. Unless stated otherwise, all of the General
Terms and Conditions of Transporters currently effective FERC Gas
Tariff, and any revisions thereof that may be proposed and made
effective from time to time hereafter, shall apply to and are made
a part of this Rate Schedule.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First RATE SCHEDULE PAL (Continued)
Revised
Sheet SHEET NOS. 39 AND 40 RESERVED
No. FOR FUTURE USE
39-40
------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS
Revised TABLE OF CONTENTS
Sheet
No. 41
Section Sheet
No. No.
1. INTRODUCTORY STATEMENT 42
2. DEFINITION OF TERMS 42
3. REQUESTS FOR SERVICE/ 51
CREDIT EVALUATION
4. NOMINATIONS, ALLOCATING 57
CAPACITY AND SCHEDULING
<PAGE>
5. CURTAILMENT 60
6. BALANCING AND PENALTY 61
PROVISIONS
7. DELIVERY AND RECEIPT 66
POINTS
8. UNIFORM PRESSURE AND 68
QUANTITY
9. QUALITY 68
10. MEASUREMENT 71
11. MEASURING EQUIPMENT 72
12. GAS RESEARCH INSTITUTE 75
ADJUSTMENTS, FERC
ANNUAL CHARGE
ADJUSTMENT AND DEFERRED
ASSET SURCHARGE
13. BACKHAUL AND EXCHANGE 76
TRANSPORTATION
14. BILLINGS AND PAYMENTS 76
15. POSSESSION OF GAS 79
16. WARRANTY OF TITLE OF 79A
GAS
17. OPERATING INFORMATION 80
AND ESTIMATES
18. OTHER OPERATING 81
CONDITIONS
19. CONSTRUCTION OF LATERAL 83
FACILITIES POLICY
20. IMPAIRMENT OF 84
DELIVERIES
21. FORCE MAJEURE AND 84A
REMEDIES
22. NOTICES AND 87
COMMUNICATION
22A. COMPLIANCE WITH THE 88
MARKETING AFFILIATE
RULE ORDER NO. 497
23. MODIFICATION 90
<PAGE>
24. NONWAIVER AND FUTURE 90
DEFAULT
25. SCHEDULES AND CONTRACT 90
SUBJECT TO REGULATION
26. DESCRIPTIVE HEADINGS 91
27. INCORPORATION IN RATE 91
SCHEDULES AND GAS
TRANSPORTATION
CONTRACTS
28. CAPACITY RELEASE 91
PROVISIONS
29. PREGRANTED ABANDONMENT 108
& THE RIGHT OF FIRST
REFUSAL
30. ELECTRONIC BULLETIN 116
BOARD
31. COMPLIANCE WITH GISB 120
STANDARDS
32. NEGOTIATED RATES 121
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Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS
Revised
Sheet 1. INTRODUCTORY STATEMENT
No. 42
Except where expressly stated otherwise, the General Terms and
Conditions of Transporters currently effective FERC Gas Tariff
shall apply to all natural gas service rendered by Transporter
under any Gas Transportation Contract or Park and Loan Service
Contract, including, but not limited to, service under the RTS
Rate Schedule, the ITS Rate Schedule and the PAL Rate Schedule.
2. DEFINITION OF TERMS
Except where another meeting is expressly stated, the following
terms shall have the following meanings when used in this Tariff
and in any Gas Transportation Contract or Park and Loan Service
Contract incorporating this Tariff:
2.1 RTS Rate Schedule. The RTS Rate Schedule shall mean the
RTS Rate Schedule of Transporters currently effective FERC
Gas Tariff, as may be revised from time to time, or any
superseding rate schedule (s).
<PAGE>
2.2 ITS Rate Schedule. The ITS Rate Schedule shall mean the
ITS Rate Schedule of Transporters currently effective FERC
Gas Tariff, as may be revised from time to time, or any
superseding rate schedule (s).
2.3 PAL Rate Schedule. The PAL Rate Schedule shall mean the
PAL Rate Schedule of Transporters currently effective FERC
Gas Tariff, as may be revised from time to time, or any
superseding rate schedule (s).
2.4 Transporter. Transporter shall mean Iroquois Gas
Transmission System, L.P., its successors or assignees.
2.5 Shipper. Shipper shall mean any entity seeking or
subscribing to transportation service or park and loan
service on Transporters system pursuant to the terms and
conditions of Transporters currently effective FERC Gas
Tariff.
2.6 Operator. Operator shall mean an entity, other than
Transporter, which has been designated by Transporter to
operate Transporters system.
2.7 FERC or Commission. The FERC or Commission
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet shall mean the Federal Energy Regulatory Commission or
No. 43 any successor agency having jurisdiction over this
Tariff.
2.8 Day. The term "day" shall mean a period of
twenty-four consecutive hours, beginning and ending at
9:00 a.m. Central Time.
2.9 Month. The term "month" shall mean the period beginning
at 9:00 a.m. Central Time on the first day of the calendar
month and ending at 9:00 a.m. Central Time on the first day
of the next succeeding calendar month.
2.10 Year. The term "year" shall mean any period of
twelve consecutive months.
2.11 Contract Year. The term "contract year" with respect to
the first "contract year" shall mean the period commencing on
the date deliveries first commence under a Gas Transportation
Contract and ending at 9:00 a.m. Central Time on the
following November 1, and with respect to any succeeding
"contract year" shall mean the period of twelve (12)
consecutive months from the end of the preceding contract
year to 9:00 a.m. Central Time on the next succeeding
November 1.
<PAGE>
2.12 Commencement Date. The Commencement Date shall be the
date on which transportation service or park and loan service
begins, as mutually agreed by Shipper and Transporter and set
forth in a Gas Transportation Contract or Park and Loan
Service Contract, or in the case where additional facilities
are required by Transporter, the date on which the facilities
required to enable Transporter to render transportation
service to Shipper are constructed, installed and made
operational, as set forth in Transporter's initial written
notice to Shipper, which shall be given at least thirty (30)
days in advance of the estimated date ("Advanced Notice"),
followed by a written notice to transport Shipper's gas by
Transporter ("Final Notice"), which shall be given not less
than five (5) days to prior to the date on which the
transportation service shall begin, unless Shipper and
Transporter mutually agree to a shorter notice period.
2.13 Central Time. "Central Time" refers to Central
Daylight Savings Time when in effect and Central
Standard Time at all other times.
2.14 Cubic Foot. The term "cubic foot" shall mean the
volume of gas which occupies one cubic foot when such
gas
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet is at a temperature of 60 degrees Fahrenheit, and at a
No. 44 pressure of 14.73 pounds per square inch absolute.
2.15 Mcf. The term Mcf shall mean 1,000 cubic feet of
gas.
2.16 British Thermal Unit or Btu. The term British thermal
unit or Btu shall mean the amount of heat required to raise
the temperature of one pound of distilled water 1 degree
Fahrenheit at 60 degrees Fahrenheit, at a constant pressure
of 14.73 pounds per square inch absolute.
2.17 Dekatherm or Dth. The term Dekatherm or Dth shall mean
the quantity of heat energy which is 1,000,000 British
thermal units.
2.18 Total Heating Value. The term total heating value, when
applied to a cubic foot of gas, means the number of British
thermal units produced by the combustion in a recording
calorimeter at constant pressure, of the amount of gas which
would occupy a volume of one cubic foot at a temperature of
60 degrees
<PAGE>
Fahrenheit, with the gas free of water vapor, and under a
pressure equal to that of 30 inches of mercury at 32 degrees
Fahrenheit and under a standard gravitational force
(acceleration of 980.665 cm per second per second) with air
of the same temperature and pressure as the gas, when the
products of combustion are cooled to the initial temperature
of the gas and air, and when the water formed by combustion
is condensed to the liquid state.
2.19 Gas. The term gas shall mean natural gas of the quality
specified in Section 9 of these General Terms and Conditions.
2.20 System Capacity. The System Capacity available for
transportation and park and loan service on Transporters
system shall be determined by Transporter, to the best of its
ability, by performing a computer simulation of the system
taking into account nominated Scheduled and Equivalent
Quantities, the available facilities, the gas characteristics
and the linepack gain or loss required for that day.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Fourth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 2.21 Delivery and Receipt Points.
No. 45 (a) Delivery Point. A Delivery Point is a point
at which Transporter is authorized to make gas available
to or on behalf of Shipper. Transporters Primary
Delivery Point(s) for Shipper shall be set forth on
Schedule 2 appended to the Gas Transportation Contract
between Transporter and Shipper, or other mutually
agreeable points. Transporters Delivery Points are
listed on Transporters Electronic Bulletin Board.
(b) Receipt Point. A Receipt Point is a point at which
Transporter is authorized to receive natural gas from or
for the account of Shipper. Transporters Primary Receipt
Point (s) for Shipper shall be those set forth on
Schedule 1 appended to the Gas Transportation Contract
between Transporter and Shipper, or other mutually
agreeable points. Transporters Receipt Points are listed
on Transporters Electronic Bulletin Board.
2.22 Parking and Loan Points.
(a) Parking Point. A Parking Point is a Receipt or
Delivery Point at which Transporter is authorized to
receive and hold on behalf of Shipper a quantity of gas
nominated by Shipper in accordance with the terms of the
PAL Rate Schedule,
<PAGE>
the Park and Loan Service Contract between Transporter
and Shipper, and these General Terms and Conditions.
(b) Loan Point. A Loan Point is a Receipt or Delivery
Point at which Transporter is authorized to advance to
Shipper a quantity of gas nominated by Shipper in
accordance with the terms of the PAL Rate Schedule, the
Park and Loan Service Contract between Transporter and
Shipper, and these General Terms and Conditions.
2.23 Backhaul and Exchange Transportation. Backhaul
and Exchange Transportation shall mean transportation
for a Shipper to a Delivery Point which is upstream of
the Receipt Point for the Shippers gas.
2.24 Input Quantities
(a) Input Quantity. The Input Quantity for each day at a
Receipt Point shall be the quantity of natural gas which
is delivered to Transporter at such Receipt Point by or
on behalf of Shipper, not to exceed the Maximum Input
Quantity.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
Fifth
Revised (b) Maximum Input Quantity. The Maximum Input Quantity
Sheet shall be the maximum quantity of natural gas per day, as set
No. 46 forth on Schedule 1 appended to the Gas Transportation
Contract between Transporter and Shipper, which Shipper is
entitled to request Transporter to receive at one or more Receipt
Points to be made available to or on behalf of Shipper (subject to
adjustment for the Measurement Variance/Fuel Use Quantity) at one
or more Delivery Points, not to exceed the Maximum Equivalent
Quantity. Where the Maximum Input Quantity in such Schedule 1 is
stated on a volumetric basis, the Maximum Input Quantity shall be
restated and recalculated based upon a thermal content of 1011.693
Btu per cubic feet. (i.e. 1.011693 dekatherms per Mcf)
(c) Scheduled Input Quantity. The Scheduled Input Quantity for a
Receipt Point shall be the Input Quantity which is nominated by
Shipper for transportation service through such Receipt Point on a
given day in accordance with Section 4 of the General Terms and
Conditions of Transporter's currently effective FERC Gas Tariff or
such other quantity as determined through application of said
Section 4. The aggregate total of a Shipper's Scheduled Input
Quantities on any day at all Receipt Points may exceed the Maximum
Input Quantity established pursuant to the Gas Transportation
Contract between Shipper and Transporter; provided, however,
<PAGE>
that (i) the aggregate total of such Shipper's Scheduled
Input Quantities on any day at any Receipt Point may not
exceed the Maximum Input Quantity, and (ii) the total
quantity of gas nominated by Shipper to be transported
by Transporter on any day through any single segment of
Transporter's pipeline system may not exceed the Maximum
Input Quantity. For purposes of this section, a segment
of Transporter's pipeline system is the portion of
Transporter's pipeline system is the portion of
Transporter's system located between any Receipt Point
and the nearest upstream or downstream Delivery Point.
--------------------------------------------------------------------------------
Issued on: September 22, 1998 Effective: November 1, 1998
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised 2.25 Equivalent Quantities
Sheet
No. 46A (a) Equivalent Quantity. The Equivalent Quantity shall
be that quantity of natural gas to be made available on
any day to or on behalf of Shipper at one or more
Delivery Point(s), which quantity shall be the thermal
equivalent of the Input Quantity delivered to
Transporter at the Receipt Point(s) by or on behalf of
Shipper on that day, adjusted by the applicable
Measurement Variance/Fuel Use Quantity (unless, in the
case of a positive Measurement Variance/Fuel Use Factor,
Shipper provides the applicable Measurement
Variance/Fuel Use Quantity to Transporter at the Receipt
Point).
(b) Maximum Equivalent Quantity. The Maximum
Equivalent Quantity on each day shall be the maximum
quantity, as set forth in Schedule 2 appended to the Gas
Transportation Contract between Shipper and Transporter,
which Shipper may request Transporter to make available
at one or more Delivery
--------------------------------------------------------------------------------
Issued on: September 22, 1998 Effective: November 1, 1998
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
Seventh
Revised Points. The Maximum Equivalent Quantity for a Shipper
Sheet shall be the thermal equivalent of the Maximum Input
No. 47 Quantity for that Shipper as defined in Section 2.24(b).
(c) Scheduled Equivalent Quantity. The Scheduled Equivalent
Quantity for a Delivery Point shall be the Equivalent
Quantity which is nominated by Shipper for transportation
service to such Delivery Point on a given day in accordance
with Section 4 of the General Terms
<PAGE>
and Conditions of Transporter's currently effective FERC Gas
Tariff, or such other quantity as determined through
application of said Section 4. The aggregate total of a
Shipper's Scheduled Equivalent Quantities on any day at all
Delivery Points may exceed the Maximum Equivalent Quantity
established pursuant to the Gas Transportation Contract
between Shipper and Transporter; provided, however, that (i)
the aggregate total of such Shipper's Scheduled Equivalent
Quantities on any day at any Delivery Point may not exceed
the Maximum Equivalent Quantity, and (ii) the total quantity
of gas nominated by Shipper to be transported by Transporter
on any day through any single segment of Transporter's
pipeline system may not exceed the Maximum Equivalent
Quantity. For purposes of this section, a segment of
Transporter's pipeline system is the portion of Transporter's
system located between any Delivery Point and the nearest
upstream or downstream Receipt Point.
2.26 Fuel Calculation Mechanism -- In Kind Fuel Reimbursement.
When the fuel reimbursement method is fuel in-kind, the results of
the fuel reimbursement calculations for the nomination process
should be rounded to the nearest dekatherm or gigajoule (Canada).
The standard fuel calculation mechanism, as this is related to the
nomination process, should be (1-fuel %/100) multiplied by receipt
quantity = delivery quantity. Transporter will not reject a
nomination for reasons of rounding differences due to fuel
calculation of less than 5 Dth, and Transporter will provide, if
applicable, a fuel matrix for receipt and delivery point
combinations. The Service Requester will not be responsible for
calculating and totaling fuel based on each zone or facility
traversed. For current in- kind fuel reimbursement procedures,
fuel rates should be made effective only at the beginning of the
month. "Fuel" as referred to in this calculation refers to the
Measurement Variance/Fuel Use Factor as defined further in Section
2.27.
--------------------------------------------------------------------------------
Issued on: September 22, 1998 Effective: November 1, 1998
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 47A 2.27 Measurement Variance/Fuel Use Factor.
The Measurement Variance/Fuel Use Factor shall be the
applicable percentage, determined on a monthly basis
pursuant to this Section 2.27, to account for and
recover lost and unaccounted- for gas on Transporter's
system and transportation fuel requirements. The
monthly percentages shall be within the minimum and
maximum percentages set forth on Sheet No. 4 of this
First Revised Volume No. 1 for the applicable Rate
Schedule. At least ten (10) days prior to the beginning
of each month (Applicable Month), Transporter will
publish the Measurement Variance/Fuel Use Factor via
<PAGE>
its Electronic
--------------------------------------------------------------------------------
Issued on: September 17, 1997 Effective: November 1, 1997
--------------------------------------------------------------------------------
Sixth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Bulletin Board. The monthly Measurement
No. 48 Variance/Fuel Use Factor shall be calculated in
the following manner:
Receipts-Deliveries +/- Linepack Change +/-
Accumulated MV Imbalance
Forecasted Systemwide Deliveries For The
Applicable Month
+ 858 Fuel Forecast +/- Accumulated 858 Fuel
Imbalances
Forecasted Systemwide Deliveries For The
Applicable Month
+ (854 Fuel Forecast +/- Accumulated 854 Fuel
Imbalances) x (Transportation Factor)
Forecasted Deliveries For The Applicable
Month For The Applicable Zone Excluding
Backhauls
Where:
Receipts = Actual measured
volumes received
by Transporter at
Receipt Points for
transportation
during the month
ending one month
prior to the
Applicable Month
("Measurement
Month").
Deliveries = Actual measured
volumes delivered
by Transporter to
Delivery Points
during the
Measurement Month.
Line Pack Change = The change in line
pack gas contained
within
Transporter's
System that
occurred during
the Measurement
<PAGE>
Month.
Accumulated Imbalances = Any gas
(measurement
variance or fuel)
which has been
over or under
collected during
the month(s) prior
to the Measurement
Month.
854 Fuel Forecast = Fuel required for
transportation on
Transporter's
System forecasted
for the Applicable
Month.
858 Fuel Forecast = Fuel required for
transportation on
others forecasted
for the Applicable
Month.
Transportation Factor = The applicable
zonal allocation
factors of 67.23%
for Zone 1 or
32.77% for Zone 2
corresponding to
Transporter's
currently
effective rates.
Backhauls will
have a
Transportation
Factor equal to
zero (0).
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 1, 1998
--------------------------------------------------------------------------------
Fifth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Transporter shall use the applicable Measurement
No. 49 Variance/Fuel Use Factor to adjust a Shippers Equivalent
Quantity, up to the Maximum Equivalent Quantity, or to calculate
the Measurement Variance/Fuel Use Quantity that a Shipper may
tender at the Applicable Receipt Point in lieu of an adjustment to
the Equivalent Quantity. A positive Measurement Variance/ Fuel Use
Factor represents a loss in Transporter's Measurement
Variance/Fuel Use. A negative Measurement Variance/Fuel Use Factor
represents a net gain in Transporter's Measurement Variance/Fuel
Use. As provided by
<PAGE>
the formula for calculating the Measurement Variance/Fuel Use
Factor, different Measurement Variance/Fuel Use Factors will be
applied to Transportation within Zone 1 and Zone 2 and for
backhauls.
Where a negative Measurement Variance/Fuel Use Factor exists,
additional units of gas associated with such negative Measurement
Variance/Fuel Use Factor which are within the Shipper's Maximum
Equivalent Quantity can be transported using the commodity rate
under Transporter's RTS Rate Schedule. If the additional units of
gas associated with such negative Measurement Variance/Fuel Use
Factor exceed the Shipper's Maximum Equivalent Quantity, those
additional units may be transported under the ITS Rate Schedule at
a rate up to the maximum rate for such service on the currently
effective Sheet No. 4 of this FERC Gas Tariff.
Transporter shall file with the Commission by January 1 and July 1
of each year, the calculation supporting the Measurement
Variance/Fuel Use Factors that were charged in each of the
preceding six months. Transporter may adjust the minimum or
maximum percentages set forth on Sheet No. 4 of this First Revised
Volume No. 1 from time to time based upon Transporter's
determination of changes in its Measurement Variance Fuel/Use
requirements.
--------------------------------------------------------------------------------
Issued on: September 15, 1998 Effective: August 31, 1998
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 49A 2.28 Park and Loan Balance Quantities.
(a) The Maximum Balance Quantity shall be the maximum
quantity of gas, as set forth on Schedule 2 appended to the
Park and Loan Service Contract between Transporter and
Shipper, which Shipper is entitled to maintain as a net
aggregate loan at any time on its behalf at one or more Loan
Points to be made available to or on behalf of Shipper.
(b) Parked Balance. The Parked Balance for each day shall be
the total quantity of gas which Transporter is holding for
Shipper at a Parking Point on that day.
(c) Loan Balance. The Loan Balance for each day shall be the
quantity of gas which Shipper has borrowed from transporter
at a Loan Point and not yet redelivered to Transporter.
2.29 Injections and Withdrawals.
(a) Injections. The Injected Quantity for each day shall be
the amount of gas injected by Shipper on that day at each
Parking Point or Loan Point.
<PAGE>
(b) Withdrawals. The Withdrawal Quantity for each day shall
be the amount of gas withdrawn by Shipper on that day at
each Parking Point or Loan Point
--------------------------------------------------------------------------------
Issued on: September 15, 1998 Effective: August 31, 1998
--------------------------------------------------------------------------------
Fourth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 2.30 Zone 1. Zone 1 commences at Transporter's
No. 50 interconnection with TransCanada PipeLines Limited at
the International border at MP 0 at Waddington, New York and
extends to Transporter's interconnection with the Tennessee
Gas Pipeline Company at MP 192 at Wright, New York. Any
Receipt Point at Wright, New York, shall be deemed to be
located in the same Zone as the corresponding Delivery Point
to which the transportation service relates. Any Delivery
Point at Wright, New York, shall be deemed to be located in
the same Zone as the corresponding Receipt Point to which the
transportation service relates.
2.31 Zone 2. Zone 2 commences at Transporter's
interconnection with the Tennessee Gas Pipeline Company at MP
192 at Wright, New York, and extends to Transporter's
interconnection with the New York Facilities System at MP 373
at South Commack, New York.
2.32 Receipt and Delivery Points. Transporter's approved
interconnection points that constitute both receipt and
delivery points for gas transportation service are listed on
Transporter's Electronic Bulletin Board and are incorporated
herein by reference. Transporter will promptly post any
changes to the list on its Electronic Bulletin Board.
2.33 Transporter Overrun Costs. Transporter Overrun
Costs are the costs incurred by Transporter due to
unauthorized Shipper overruns, which costs are not
otherwise included in Transporter's rates. Such costs
shall consist of:
(a) Costs incurred by Transporter to correct the effect
of any tampering with or alteration of Transporter's
facilities which permitted an overall overrun to occur
at the affected Delivery Point and the costs incurred by
Transporter to repair such facilities;
(b) Costs incurred by Transporter to acquire additional
gas to prevent or alleviate curtailments and to
reestablish appropriate operating pressure on its
system:
--------------------------------------------------------------------------------
<PAGE>
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
2nd Sub. GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised (c) Penalties paid by Transporter to third
Sheet parties; and
No. 50A
(d) Costs incurred by Transporter to collect overrun
penalties and to administer the crediting provisions
set forth in Section 6.7.
2.34 Business Day.
The term "Business Day" shall mean Monday through Friday,
excluding Federal Banking Holidays.
2.35 EDI.
The term "EDI" shall mean the Electronic Data Interchange as
defined by then-effective standards established by the Gas
Industry Standards Board and approved by the FERC.
2.36 Gas Day.
The term "gas day" shall mean a period beginning and
ending at 9:00 a.m. Central Time.
2.37 Operational Flow Order.
The term "Operational Flow Order" means an order (such as a
PAL Advisory Notice) issued to alleviate conditions, inter
alia, which threaten or could threaten the safe operations
or system integrity of Transporter's system or to maintain
operations required to provide efficient and reliable firm
service. Whenever a Transporter experiences these
conditions, any pertinent order will be referred to as an
Operational Flow Order. The declaration to the affected
parties of Operational Flow Orders, critical periods, and/or
critical notices should describe the conditions and the
specific responses required from the affected parties.
2.38 Operational Balancing Agreement or OBA. The term
"Operational Balancing Agreement" or "OBA" shall mean a
contract between two parties which specifies the procedures
to manage operating variances at an interconnect.
2.39 Negotiated Rate.
The term "Negotiated Rate" shall mean a rate that Iroquois
and Shipper have agreed will be charged for service under
Rate Schedule RTS or ITS where, for all or a portion of the
contract term, one or more of the individual components of
such rate exceeds the maximum rate, or is less than the
minimum rate, for such component set forth in Transporter's
tariff for service under Rate Schedule RTS or ITS, as
applicable. Any Gas
<PAGE>
Transportation Contract, entered into after November 16,
1997, that provides for service under Rate Schedule RTS or
ITS at a rate other than the applicable maximum rate shall
contain a provision stating the mutual agreement of the
parties as to whether it is an agreement for a discounted
rate or for a Negotiated Rate.
--------------------------------------------------------------------------------
Issued on: June 10, 1998 Effective: November 16, 1997
--------------------------------------------------------------------------------
2nd Sub. GENERAL TERMS AND CONDITIONS (Continued)
Original
Sheet 2.40 Negotiated Rate Formula.
No. 50B The term "Negotiated Rate Formula" shall mean a rate
formula that Iroquois and Shipper have agreed will
apply to service under Rate Schedule RTS or ITS, which
results in a rate where, for all or a portion of the
contract term, one or more of the individual components
of such rate exceeds the maximum rate, or is less than
the minimum rate, for such component set forth in
Transporter's tariff for service under Rate Schedule
RTS or ITS, as applicable. Any Gas Transportation
Contract, entered into after November 16, 1997, that
provides for service under Rate Schedule RTS or ITS at
a rate other than the applicable maximum rate shall
contain a provision stating the mutual agreement of the
parties as to whether it is an agreement for a
discounted rate or for a rate pursuant to a Negotiated
Rate Formula.
2.41 Recourse Rate.
The term "Recourse Rate" shall mean the applicable maximum
rate that would apply to the service but for the rate
flexibility allowed under Section 32 hereof.
--------------------------------------------------------------------------------
Issued on: June 10, 1998 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fifth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 3. REQUESTS FOR SERVICE / CREDIT EVALUATION
No. 51
3.1 Qualifications For Service. All Shippers requesting
transportation or park and loan service must provide the
information required by this Section 3 of the General Terms
and Conditions and must complete a Service Request Form as
described herein. A pro forma Service Request Form is
attached as Sheet No. 181 to this Tariff. No request for firm
service will be entered on Transporter's log until a
completed Service Request Form has been provided to and
validated by Transporter, and Shipper has been provided the
information specified
<PAGE>
in this Section 3 of the General Terms and Conditions. No
service shall be rendered until Transporter and Shipper have
satisfied the Availability provisions of the applicable Rate
Schedule, and the applicable contract has been executed.
3.2 Requests For Service To Be Directed To Manager, Marketing
and Transportation. A Shipper requesting service on
Transporter's system must provide a completed Service Request
Form to Transporter for validation containing the information
set forth in Section 3.3 prior to entry of Shipper's request
for service into Transporter's transportation log. Requests
for service should be directed to the following address:
Manager, Marketing and Transportation
Iroquois Gas Transmission System, L.P.
c/o Iroquois Pipeline Operating Company
One Corporate Drive
Suite 600
Shelton, CT 06484
3.3 Information To Be Included In Request For Service.
Any request shall include the following:
(a) Type of Service. A statement that Shipper is
requesting firm reserved transportation service under
the RTS Rate Schedule, interruptible transportation
service under the ITS Rate Schedule or park and loan
service under the PAL Rate Schedule, as those services
are defined in Section 2 hereof and in those Rate
Schedules.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 51A (b) Gas Quantities. For service under the RTS or
ITS Rate Schedules, the Maximum Input Quantity for
which Shipper requests transportation service at
each Receipt Point(s) and the Maximum Equivalent
Quantity for which Shipper requests transportation
at each Delivery Point(s), stated in Dekatherms;
and the estimated total quantities for which
Shipper is requesting
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
<PAGE>
Sheet transportation over the delivery period. For
No. 52 service under the PAL Rate Schedule, the Maximum
Balance Quantity for which Shipper requests park and
loan service stated in Dekatherms.
(c) Receipt/Delivery Point(s). The Receipt Point(s) and
Delivery Point(s) for the requested transportation
service together with the name of the entity which will
deliver the gas to Transporter and the name of the
entity to receive the gas from Transporter.
(d) Term. The proposed commencement and
termination dates of service.
(e) Shipper Certification. For transportation service, a
statement by Shipper certifying (1) that Shipper has
title or a current contractual right to acquire title to
the gas supply for which transportation is requested;
(2) that Shipper has or will enter into all contractual
arrangements necessary to ensure that all upstream and
downstream transportation is in place prior to the date
on which service is requested to commence; and (3) that
the end-user of the gas (if other than the Shipper) has
entered into gas purchase contracts (or precedent
agreements therefor) to acquire title to the gas for
which transportation service is requested. For park and
loan service, a statement by Shipper certifying (1) that
Shipper has title or a current contractual right to
acquire title to the gas supply for which parking
service is requested; and (2) that Shipper has or will
enter into all contractual arrangements necessary to
ensure transportation of gas to and from the Parking
and/or Loan Point(s).
(f) Facilities. Identification and location of any
facilities to be constructed or installed by any party
which are necessary for receipt of gas by Transporter or
for delivery to and/or utilization of gas by the Shipper
or direct or indirect customers of the Shipper.
(g) Rate. Percentage of the maximum effective rate under
Rate Schedule RTS which Shipper is willing to pay.
Transporter shall not be obligated to accept any bid or
execute a Gas Transportation Contract at a rate less
than the maximum rate allowable under such Rate
Schedule. A request for service at a Negotiated Rate or
under a Negotiated Rate Formula shall specify the
Negotiated Rate or Negotiated Rate Formula on which the
Shipper is willing to agree.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
<PAGE>
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 52A 3.4 Credit Evaluation. In addition to the information
outlined above, a prospective Shipper must provide the
following information for credit evaluation:
(a) a copy of Shipper's most recent audited
financial statement;
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (b) a copy of Shippers most recent twelve month
No. 53 audited financial statement or Annual Report and,
if applicable, 10-K form;
(c) a list of Shippers affiliates, including
parents and subsidiaries, if applicable.
In the event Shipper cannot provide the information specified
in this section, Shipper shall, if applicable, provide the
requested information for its parent company. A prospective
Shipper need not provide the information requested in this
section if the Shipper prepays for service or posts a letter
of credit in accordance with section 3.5 hereunder.
3.5 Shippers Financial Creditworthiness. A Shipper
will be considered creditworthy if it meets the
following conditions:
(a) For a Shipper requesting service under the RTS, ITS
or PAL Rate Schedules, Shippers long-term unsecured debt
securities, at the time it enters into a Gas
Transportation Contract (or a precedent agreement
therefor) or a Park and Loan Service Contract and
throughout the term thereof, are rated BBB by Standard &
Poors Corporation or Baa2 by Moodys Investor Service; or
(b) For a Shipper requesting service under the RTS Rate
Schedule, the Shipper prepays for service or provides a
letter of credit for an amount equal to the sum of the
Transportation Demand Charge and the Transportation
Commodity Charge applicable for the proposed
transportation service for a 3 month period or for the
duration of the contract, whichever is shorter, such
letter of credit to be issued by a commercial bank or
financial institution located in the United States or
Canada
<PAGE>
whose long-term unsecured debt securities are rated A or
better by Standard & Poors Corporation, A or better by
Dominion Bond Rating Service or A2 or better by Moodys
Investor Service, Inc.;
For a Shipper requesting service under the ITS Rate
Schedule, the Shipper prepays for service or provides a
letter of credit for an amount equal to the
Transportation Commodity Charge applicable to the
proposed transportation service multiplied by the
Maximum Equivalent Quantity requested for a
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 3 month period, such letter of credit to be issued
No. 54 by a commercial bank or financial institution
located in the United States or Canada whose long-term
unsecured debt securities are rated A or better by
Standard & Poors Corporation, A or better by Dominion
Bond Rating Service or A2 or better by Moodys Investor
Service, Inc.; or
For a Shipper requesting service under the PAL Rate
Schedule, the Shipper prepays for service or provides a
letter of credit for an amount equal to the arithmetic
average of the monthly New York City Gate Prices for the
twelve (12) months prior to October 1st of each year, as
published in BTU Weekly and posted on Transporters
Electronic Bulletin Board, multiplied by the Maximum
Balance Quantity requested, such letter of credit to be
issued by a commercial bank or financial institution
located in the United States or Canada whose long-term
unsecured debt securities are rated A or better by
Standard & Poors Corporation, A or better by Dominion
Bond Rating Service or A2 or better by Moodys Investor
Service, Inc.; or
(c) For a Shipper requesting service pursuant to the RTS
Rate Schedule, the Shipper provides a guarantee or other
form of security to secure payment of an amount equal to
the sum of the Transportation Demand Charge applicable
to the proposed transportation service for a 12 month
period and the Transportation Commodity Charge
applicable for the proposed transportation service for a
3 month period, such guarantee or other security to be
provided by an entity which meets the creditworthiness
standards set forth in (a) or (b) above, or Shipper is
otherwise deemed to be creditworthy by Transporter,
consistent with the standards set forth above;
<PAGE>
For a Shipper requesting service pursuant to the ITS
Rate Schedule, the Shipper provides or other form of
security to secure payment of an amount equal to the
Transportation Commodity Charge applicable to the
proposed transportation service multiplied by the
Maximum Equivalent Quantity requested for a 3 month
period, such guarantee or other
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
Fourth
Revised security to be provided by an entity which meets
Sheet the creditworthiness standards set forth in (a) or
No. 55 (b) above, or Shipper is otherwise deemed to be
creditworthy by Transporter, consistent with the
standards set forth above;
For a Shipper requesting service pursuant to the PAL
Rate Schedule, the Shipper provides a guarantee or other
form of security to secure payment of an amount equal to
the arithmetic average of the monthly New York City Gate
Prices for the twelve (12) months prior to October 1st
of each year, as published in Natural Gas Week and
posted on Transporters Electronic Bulletin Board,
multiplied by the Maximum Balance Quantity requested,
such guarantee or other security to be provided by an
entity which meets the creditworthiness standards set
forth in (a) or (b) above, or Shipper is otherwise
deemed to be creditworthy by Transporter, consistent
with the standards set forth above.
3.6 Transporter shall not be required to perform or to
continue service on behalf of any Shipper who is or has
become insolvent or who, at Transporters request, fails
within a reasonable period to demonstrate creditworthiness as
defined in Section 3.5 herein. In the event a Shipper which
has previously qualified as creditworthy becomes insolvent or
can no longer demonstrate creditworthiness, Transporter shall
provide service (1) under the ITS or RTS Rate Schedules for
such Shipper if Shipper prepays for such service of furnishes
good and sufficient security, as determined by Transporter in
its reasonable discretion, in an amount equal to the
Transportation Commodity Charge multiplied by the Maximum
Equivalent Quantity and, if applicable, the Transportation
Demand Charge for the service requested pursuant to the
Transporters applicable Rate Schedules for a period of three
months or the duration of the contract, whichever is shorter;
and (2) under the PAL Rate Schedule for such Shipper, if
Shipper prepays
<PAGE>
for such service or furnishes good and sufficient security,
as determined by Transporter in its reasonable discretion, in
an amount equal to the arithmetic average of the monthly New
York City Gate Prices for the twelve (12) months prior to
October 1st of each year, as published in Natural Gas Week
and posted on Transporters Electronic Bulletin Board,
multiplied by the Maximum Balance Quantity requested. In the
event Shipper fails to prepay or furnish security,
Transporter may, without waiving any rights or remedies it
may have, and subject to any necessary authorizations,
suspend or terminate further service until security is
received. In the event that Transportation Commodity Charges
are prepaid,
--------------------------------------------------------------------------------
Issued on: January 15, 1997 Effective: January 1, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Transporter shall upon termination of service refund to
No. 56 Shipper any amount exceeding an amount to the applicable
Transportation Commodity rate multiplied by the Scheduled
Equivalent Quantity nominated by Shipper less than any
applicable scheduling or balancing penalty charges. In the
event that Injection / Withdrawal or Balance Charges accrued
under the PAL Rate Schedule are prepaid, Transporter shall
upon termination of service refund to Shipper any amount
exceeding an amount equal to the sum of (i) the Applicable
Injection / Withdrawal Rate multiplied by the sum of the
Injected Quantities and Withdrawal Quantities at each Parking
and Loan Point on each day for which prepaid service was
provided, and (2) the applicable Balance Rate multiplied by
the sum of Shippers Parked Balance and Loan Balance at each
Parking Point and at each Loan Point on each day for which
prepaid service was provided.
Transporter shall seek any necessary authorization from the
FERC prior to termination of service for any Shipper that
fails to demonstrate creditworthiness or has become
insolvent. For purposes herein, the insolvency of a Shipper
shall be evidenced by the filing by Shipper or any parent
entity thereof (hereinafter collectively referred to as
Shipper) of a voluntary petition in bankruptcy or the entry
of a decree or order by a court having jurisdiction in the
premises adjudging Shipper bankrupt or insolvent, or
approving, as properly filed, a petition seeking
reorganization, arrangement or composition of or in respect
of Shipper under the Federal Bankruptcy Act or any other
applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar
official) of Shipper or of any substantial part of its
property, or the ordering of the winding-up or liquidation of
its affairs, with said order or decree
<PAGE>
continuing unstayed and in effect for a period of sixty (60)
consecutive days.
3.7 Validation of Service Request. Transporter shall evaluate
the information offered in support of a request for service
to determine whether there is adequate capacity to fulfill
the request for service (applicable to requests for service
under the RTS Rate Schedule only) and that the request for
service is compatible with the operating conditions on
Transporters system. Transporter may require any additional
information as described in Section 3.3 necessary to process
the request for service, consistent with all applicable
rules, regulations or orders of the FERC or other regulatory
authority having jurisdiction. After validation of the
information submitted by Shipper in support of a request for
service, Transporter shall accept Shippers request for
service in writing.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Sixth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 3.8 Pre-qualification for Creditworthiness.
No. 57 Any prospective bidder for capacity on Transporter's
system may, but is not required to, apply to establish
creditworthiness prior to submitting a bid for capacity. To
pre-qualify, a prospective bidder must submit to Transporter
a request for pre-qualification for creditworthiness that
includes the information specified in Section 3.4 of this
Tariff. Transporter will evaluate the prospective bidder's
creditworthiness in accordance with the provisions of Section
3 of this Tariff, advise the prospective bidder of the
results of its credit evaluation, and establish a list of all
pre-qualified bidders. To remain on this list, a prospective
bidder must update the information required by Section 3.4 of
this Tariff on an annual basis. Based on a subsequent review
of the prospective bidder's financial status, Transporter may
delete a pre-qualified bidder from its list of pre-qualified
bidders or may amend that list with respect to any
limitations on credit. All of the provisions of Section 3 of
this Tariff involving creditworthiness shall remain
applicable to prospective bidders who pre-qualify under this
provision.
4. NOMINATIONS, ALLOCATING CAPACITY AND SCHEDULING
4.1 Nominations.
The level of information required to define a nomination is
provided in GISB Data Set 1.4.1 version 1.2 (a pro forma
nomination form is attached as Sheet No. 188 to this Tariff),
as required by the Commission in 18 CFR 284.10(b) in
accordance with Order 587 issued July 17,
<PAGE>
1996. Iroquois shall provide upon request an indication of
which data elements it is using and what it is using them
for.
--------------------------------------------------------------------------------
Issued on: June 30, 1998 Effective: August 1, 1998
--------------------------------------------------------------------------------
Fifth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Such nominations are to be provided to Transporter under
No. 57A the timeline set forth in Section 4.8 either
electronically by posting on Transporter's Electronic
Bulletin Board or via Electronic Date Interchange ("EDI").
All such postings for nomination purposes shall comply with
all format and protocol requirements specified by
Transporter.
Transporter may allow Shipper to submit a nomination or
Intra-day nomination in writing or by facsimile during the 30
days following commencement of service under Shipper's first
contract with Iroquois, or in the event of failure of
electronic communication equipment, Internet or third party
service provider, or other similar emergency event, provided,
however, that Transporter may require Shipper to provide
documentation of such event by an affidavit within 24 hours
of such event.
All nominations shall be considered original nominations and
must be replaced to be changed. When a nomination for a date
range is received, each day within the range is considered an
original nomination. When subsequent nomination is received
for one or more days within that range, the previous
nomination is superseded by the subsequent nomination only to
the extent of the days specified. The days of the previous
nomination outside the range of the subsequent nomination are
unaffected. Nominations have a prospective effect only.
Transporter shall support a seven-days-a-week, twenty-
four-hours-a-day nomination process. Personnel may be reached
by beeper after normal business hours.
All nominations should include shipper defined begin dates
and end dates. All nominations, excluding intra-day
nominations, should have roll-over options.
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Specifically, Shippers should have the ability to
<PAGE>
No. 57B nominate for several days, months, or years, provided
the nomination begin and end dates are within the term
of Shipper's contract.
The standard quantity for nominations, confirmation and
scheduling is dekatherms per gas day in the United States,
gigajoules per gas day in Canada and gigacalories per gas day
in Mexico. (For reference 1 dekatherm = 1,000,000 Btu's; 1
gigajoule = 1,000,000,000 joules; and 1 gigacalorie =
1,000,000,000 calories.) For commercial purposes, the
standard conversion factor between dekatherms and gigajoules
is 1.055056 gigajoules per dekatherm and between dekatherms
and gigacalories is 0.251996 gigacalories per dekatherm. The
standard Btu is the International Btu, which is also called
the Btu(IT); the standard joule is the joule specified in the
SI system of units.
4.2 Allocation of Capacity.
On each day Transporter shall determine with respect to all
contracts:
(a) the total quantities which all Shippers have
nominated to be received for transportation service
on that day;
(b) the total quantities which all Shippers have
nominated to be delivered for transportation
service on that day;
(c) the twenty-five (25) MDT of system linepack reserved
for unscheduled imbalances with point operators
receiving service under Operational Balancing Agreements
("OBAs");
(d) the total quantities which all Shippers have
nominated to be parked and loaned on that day; and
(e) Transporter's system capacity available in each
pipeline segment to perform all of the requires
services.
When allocating capacity, the transportation priority for
fuel will be the same as the level of service as the
transaction to which it applies.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 57C If due to any cause whatsoever Transporter is unable on
any day to satisfy all nominations for service through
any pipeline segment nominated pursuant to the
procedures in Section 4.1 above, then Transporter shall
allocate available service in the constrained segment
<PAGE>
(exclusive of Backhaul and Exchange Transportation
service) according to the following allocation
procedure:
(1) First, Transporter shall accept all
nominations for service at Primary Receipt and
Delivery Point(s) under Gas Transportation
Contracts for Firm Reserved Service, including
nominations for transportation of "make up"
quantities in accordance with Sections 6 and 20.
For purposes of allocating mainline capacity
pursuant to this paragraph, any nomination for
service at an Alternate Receipt Point located
downstream of a Shipper's Primary Receipt Point
--------------------------------------------------------------------------------
Issued on: September 17, 1997 Effective: November 1, 1997
--------------------------------------------------------------------------------
Sixth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet shall be treated as a nomination for service
No. 58 at a Primary Receipt Point, up to the Shippers
Maximum Input Quantity at such upstream Primary
Receipt Point. For purposes of allocating mainline
capacity pursuant to this paragraph, any
nominations for service at an Alternate Delivery
Point located upstream of a Shippers Primary
Delivery Point shall be treated as a nomination for
service at a Primary Delivery Point, up to the
Shippers Maximum Equivalent Quantity at such
downstream Primary Delivery Point.
(2) Second, except as otherwise provided in
paragraph (1) above, Transporter shall accept all
nominations for service at Alternate Receipt and
Delivery Point(s) pursuant to Gas Transportation
Contracts for Firm Reserved Service under Part 284
of the Commission's Regulations. In the event
Transporter has insufficient capacity to render the
full level of service nominated, Transporter shall
pro-rate the allocation of available service based
on the highest percentage of the Maximum Demand
Rate for the service being provided. In applying
such criteria where a Negotiated Rate or Negotiated
Rate Formula is involved, the value assigned to a
request which includes a Negotiated Rate or
Negotiated Rate Formula shall be determined in
accordance with Section 32 of these General Terms
and Conditions and shall in no event exceed the
Recourse Rate. Shippers that are paying the same
rate for
<PAGE>
such service shall be allocated capacity on a
pro-rata basis.
(3) Third, Transporter shall accept all nominations
for service under Gas Transportation Contracts for
Interruptible Service up to the Maximum Input
Quantities and Maximum Equivalent Quantities
contained in such Gas Transportation Contracts. In
the event Transporter has insufficient capacity to
render the full level of interruptible service
nominated, Transporter shall allocate the
interruptible service available based on the
highest percentage of the Maximum Commodity Rate
for the service being provided. In applying such
criteria where a Negotiated Rate or Negotiated Rate
Formula is involved, the value assigned to a
request which includes a Negotiated Rate or
Negotiated Rate Formula shall be determined in
accordance with Section 32 of these General Terms
and Conditions and shall in no event exceed the
Recourse Rate. Shippers that are paying the same
rate for such service shall be allocated capacity
on a pro-rata basis.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Seventh GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (4) Fourth, Transporter shall authorize
No. 59 requests for "make-up" quantities under Gas
Transportation Contracts for Interruptible Service
pursuant to Sections 6 and 20 either by agreeing to
accept a "make-up" quantity at a Receipt Point or
by agreeing to deliver a "make-up" quantity to a
Delivery Point.
(5) Fifth, Transporter shall accept all timely
nominations for park and loan service and scheduled
OBA requests of 250 Dth or less.
(6) Sixth, Transporter shall accept park and loan
service nominations greater than 250 Dth and
requests for more than 250 Dth made by point
operators receiving service under OBAs; provided,
however, that the first twenty-five (25) MDT of
system linepack available each day for park and
loan service and scheduled OBA requests will be
reserved exclusively for unscheduled imbalances
with point operators (such twenty-five (25) MDT
quantity will be increased by three percent (3%) of
any mainline facility expansion), and provided
<PAGE>
further that Transporter shall consider
notifications from a point operator that, after
exhausting all other alternatives, it has been, or
reasonably expects to be, experiencing operating
conditions on its system that will require that
point operator to delay accepting delivery of
scheduled transportation quantities under
Transporter's RTS Rate Schedule.
Timely park and loan service nominations greater than 250 Dth
and requests for more than 50 Dth made by point operators
receiving service under OBAs will then be divided into two
categories; those which increase linepack and those which
decrease linepack. Within each category, Transporter shall
accept all such nominations and requests in the order in
which they were received by Transporter up to the capacity
available for that day, subject to the capacity provisions
stated above.
For the purpose of capacity allocation under Section 4.2(5)
and 4.2(6) above, a request will be considered to have been
received by Transporter at the earlier of: (i) for verbal
requests, the commencement time for the telephone call placed
to
--------------------------------------------------------------------------------
Issued on: September 17, 1997 Effective: November 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Transporter's One Stop Operations Line; provided that the
No. 59A verbal request is followed by a valid nomination within one
hour, subject to the nomination deadlines set forth in Section 4.1
of the General Terms and Conditions; (ii) for faxed nominations,
the print time shown on the fax; and (iii) for electronic
nominations, the time the nomination is posted on Transporter's
Electronic Bulletin Board. All conversations on Transporter's One
Stop Operations Line will be recorded to document the time of the
request.
Where multiple nominations have the same scheduling priority as
determined by this Section 4.2, Transporter shall allocate
capacity by the ranking provided by Shipper in accordance with
Section 4.1.
4.3 Scheduling. By the time set forth in Section 4.8,
Transporter shall advise Shipper of the scheduled quantities
for the applicable day through either: (1) Transporter's
Electronic Bulletin Board or (2) via EDI. In the event that
Transporter determines in accordance with Section 4.2 above
that it is unable to accept all or any part of any Shipper's
nomination, Transporter shall advise Shipper of the level of
service, if any, that Transporter is prepared to make
available at each
<PAGE>
Receipt and Delivery Point or Parking and Loan Point under
each Gas Transportation Contract and/or Park and Loan Service
Contract with said Shipper. Forthwith after receiving such
advice from Transporter, Shipper may provide an Intra-day
nomination to Transporter which shall be no greater than the
service available for each Receipt and Delivery Point or
Parking and Loan Point. The least of Shipper's original
nomination, Transporter's response to that nomination, and
Shipper's Intra-day nomination for each Receipt and Delivery
Point shall be deemed to be (1) the Scheduled Input Quantity
and Scheduled Equivalent Quantity, respectively, for such
Receipt and Delivery Point, or (2) the Injection Quantity or
Withdrawal Quantity for such Parking Point or Loan Point.
Shipper shall arrange for the Scheduled Input Quantity to be
delivered to Transporter at each Receipt Point on such day.
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet At the end of each gas day, Transporter should provide
No. 59B the final scheduled quantities for the just completed
gas day. With respect to the implementation of this process
via the 1.4.x scheduled quantity related standards,
Transporter should send an end of gas day Scheduled Quantity
document. Receivers of the end of gas day Scheduled Quantity
document can waive the Transporter's sending of the end of
gas day Scheduled Quantity document.
4.4 Late Nominations. Requests for service received after the
nomination deadlines set forth in Section 4.8 shall be
considered Late Nominations. Late Nominations will be
accommodated if they do not interfere with operation of
Transporter's system or Transporter's ability to render other
scheduled service. In the event capacity remains available on
Transporter's system after service has been nominated and
scheduled in accordance with Sections 4.1, 4.2, 4.3 and 4.4
above, or capacity becomes available either (i) due to
requests from Shippers which have previously scheduled
service to change such scheduled service, or (ii) due to
operational or weather situations which permit Transporter to
render additional service without compromising service
already scheduled, Transporter will accept Late Nominations
and shall endeavor, but shall not be obligated, to provide
service which implements such Late Nominations.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
<PAGE>
Seventh GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 4.5 Pooling. If requested by a Shipper or supplier on
No. 60 Transporter's system, Transporter will offer at least
one pool. Deliveries from Receipt Points should be able to be
delivered directly into at least one pool, and Delivery
Points should be able to receive quantities from at least one
pool, excluding non-contiguous facilities.
4.6 Intra-day Nominations. An Intra-day nomination is a
nomination submitted after the nomination deadline whose
effective time is no earlier than the beginning of the gas
day and runs through the end of that gas day. Intra-day
nominations may be used to nominate new supply or market.
Intra-day nominations can be used to request increases or
decreases in total flow, changes to receipt points, or
changes to delivery points of scheduled gas. All nominations,
including Intra-day nominations, should be based on a daily
quantity; thus, an intra-day nominator need not submit an
hourly nomination. Intra-day nominations should include an
effective date and time. The interconnected parties should
agree on the hourly flows of the Intra-day nomination, if not
otherwise addressed in Transporter's contract or tariff.
Intra-day nominations do not rollover (i.e. Intra-day
nominations span one day only). Intra-day nominations do not
replace the remainder of a standing nomination. There is no
need to re-nominate if Intra-day nomination modifies existing
nomination.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 4.7 Confirmation. (i) With respect to the timely
No. 60A nomination/confirmation process at a receipt or delivery
point, in the absence of agreement to the contrary, the lesser of
the confirmation quantities should be the confirmed quantity. If
there is no response to a Request For Confirmation or an
unsolicited Confirmation Response, the lesser of the confirmation
quantity or the previously scheduled quantity should be the new
confirmed quantity.
(ii) With respect to the processing of requests for increases
during the intraday nomination/confirmation process, in the
absence of agreement to the contrary, the lesser of the
confirmation quantities should be the new confirmed quantity. If
there is no response to a Request For Confirmation or an
unsolicited Confirmation Response, the previously scheduled
quantity should be the new confirmed quantity.
<PAGE>
(iii) With respect to the processing of requests for decreases
during the intraday nomination/confirmation process, in the
absence of agreement to the contrary, the lesser of the
confirmation quantities should be the new confirmed quantity, but
in any event no less than the elapsed-prorated-scheduled quantity.
If there is no response to a Request For Confirmation or an
unsolicited Confirmation Response, the greater of the confirmation
quantity or the elapsed-prorated-scheduled quantity should be the
new confirmed quantity.
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (iv) With respect to 1.3.22 i, ii, and iii, if there is no
No. 60B response to a Request for Confirmation or an unsolicited
Confirmation Response, the Transporter shall provide the Shipper
with the following information to explain why the nomination
failed, as applicable:
(1) the Transporter did not conduct the confirmation;
(2) the Shipper is told by Transporter that the upstream
confirming party did not conduct the confirmation;
(3) the Shipper is told by Transporter that the upstream
Service Requester did not have the gas or submit the
nomination;
(4) the Shipper is told by Transporter that the downstream
confirming party did not conduct the confirmation;
(5) the Shipper is told by Transporter that the downstream
Service Requester did not have the market or submit the
nomination. This information should be imparted to the
Shipper on the Scheduled Quantity document.
Elapsed-prorated-scheduled quantity means that portion of the
scheduled quantity that would have theoretically flowed up to the
effective time of the intraday nomination being confirmed, based
upon a cumulative uniform hourly quantity for each nomination
period affected.
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 60B.01 The Explicit Confirmation process requires that the Confirming
Party respond to a Request for Confirmation or initiate an
unsolicited Confirmation Response. Absent
<PAGE>
mutual agreement to the contrary, Explicit Confirmation is the
default methodology.
When a previously confirmed and scheduled quantity is altered,
notification of such alteration should be provided to all of
the below that are affected: 1) Confirmation Requester in a
Confirmation Response (or unsolicited Confirmation Response as
applicable) document by the Confirming Party; 2) Confirming
Party in a Request for Confirmation document by the
Confirmation Requester; 3) Shipper(s) in a Scheduled Quantity
document by the applicable Confirming Party or Confirmation
Requester on whose system the Shipper(s) nomination(s) were
made.
Applicable notification(s) of such alterations should be
provided to the affected parties reasonably proximate in time
to the time during which the event causing the alteration was
acted upon by the Confirmation Requester or Confirming Party,
respectively. With respect to the implementation of this
process via the 1.4.x standards, Confirming Parties should send
the applicable document(s) to the applicable party(ies) no
later than the next time they are slated to communicate
confirmations or scheduled quantities (as applicable.)
When a Confirmation Requester receives a Confirmation Response
document from a Confirming Party by the conclusion of a given
quarter hour period, the Confirmation Requester will send to
the Confirming Party's designated site a corresponding
Confirmation Response Quick Response document by the conclusion
of the subsequent quarter hour period. The quarter hour periods
will be defined to begin on the hour and at 15, 30, and 45
minutes past the hour. A given quarter hour will contain all
transactions whose receipt time is less than the beginning of
the subsequent quarter hour.
Confirming Parties' nightly processing and routine maintenance
occurring outside of normal business hours are apt to interrupt
the normal schedule of confirmations/quick response turnaround
stated above. Such delays should be kept to a minimum. The
normal schedule should be resumed at the earliest opportunity
and no later than the start of normal working hours the
following day, seven days per week.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 4.8 Nomination Cycles. The following are the standard
No. 60C nomination cycles:
(i) The Timely Nomination Cycle: 11:30 am for
<PAGE>
nominations leaving control of the nominating party;
11:45 am for receipt of nominations by Transporter;
noon to send Quick Response; 3:30 pm for receipt of
completed confirmations by Transporter from upstream
and downstream connected parties; 4:30 pm for receipt
of scheduled quantities by Shipper and point operator
(Central Time on the day prior to flow).
(ii) The Evening Nomination Cycle: 6:00 pm for
nominations leaving control of the nominating party;
6:15 pm for receipt of nominations by Transporter; 6:30
pm to send Quick Response; 9:00 pm for receipt of
completed confirmations by Transporter from upstream
and downstream connected parties; 10:00 pm for
Transporter to provide scheduled quantities to affected
shippers and point operators, and to provide scheduled
quantities to bumped parties (notice to bumped
parties), (Central Time on the day prior to flow).
Scheduled quantities resulting from an Evening
Nomination that does not cause another Shipper on
Transporter to receive notice that it is being bumped
should be effective at 9:00 am Central Time on the gas
day; and when an Evening Nomination causes another
Shipper on Transporter to receive notice that it is
being bumped, the scheduled quantities should be
effective at 9:00 am Central Time on the gas day.
(iii) The Intraday-1 Nomination Cycle: 10:00 am for
nominations leaving control of the nominating party;
10:15 am for receipt of nominations by Transporter;
10:30 am to send Quick Response; 1:00 pm for receipt of
completed confirmations by Transporter from upstream
and downstream connected parties; 2:00 pm for
Transporter to provide scheduled quantities to affected
Shippers and point operators, and to provide scheduled
quantities to bumped parties (notice to bumped
parties), (Central Time on the gas day). Scheduled
quantities resulting from Intraday-1 Nominations should
be effective at 5:00 pm Central Time on the gas day.
(iv) The Intraday-2 Nomination Cycle: 5:00 pm for
nominations leaving control of the nominating party;
5:15 pm for receipt of nominations by Transporter; 5:30
pm to send Quick Response; 8:00 pm for receipt of
completed confirmations by Transporter from upstream
and downstream connected parties; 9:00 pm for
Transporter to provide scheduled quantities to affected
Shippers and point operators (Central Time on the gas
day). Scheduled quantities resulting from Intraday-2
Nominations should be effective at 9:00 pm. Central
Time on the gas day. Bumping is not allowed during the
Intraday-2 Nomination Cycle.
--------------------------------------------------------------------------------
Issued on: September 30, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
<PAGE>
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (v) For purposes of Section 4.8 (ii) (iii) and (iv),
No. 60D "provide" shall mean, for transmittals pursuant to
standards 1.4.x, receipt at the designated site, and for
purposes of other forms of transmittal, it shall mean send or
post.
With the exception of otherwise stated GISB nominations
deadlines, when a Transporter receives a Nomination document
from a Shipper by the conclusion of a given quarter hour
period, the Transporter will send to the Shipper's designated
site a corresponding Quick Response document by the
conclusion of the subsequent quarter hour period.
The quarter hour periods will be defined to begin on the hour
and at 15, 30, and 45 minutes past the hour. A given quarter
hour will contain all transactions whose receipt time is less
than the beginning of the subsequent quarter hour.
Transporter's nightly processing and routine maintenance
occurring outside of normal business hours are apt to
interrupt the normal schedule for nominations/quick response
turnaround stated above. Such delays should be kept to a
minimum. The normal schedule should be resumed at the
earliest opportunity and no later than the start of normal
working hours the following day, seven days per week.
4.9 Bumping. Any Shipper who is bumped pursuant to Section 4.8
shall be directly notified by Transporter at their primary
telephone or facsimile number, as designated by Shipper, as well
as through Internet e-mail. Upon request of Shipper, Transporter
shall endeavor, but shall not be obligated, to notify Shipper at
alternate numbers. Bumping that affects transactions on multiple
transporters should occur at grid-wide synchronization times only.
The daily grid-wide synchronization times for scheduled flow are
9:00 a.m., 5:00 p.m., and 9:00 p.m.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 60E 5. CURTAILMENT
In the event that force majeure or other unforeseen circumstances
require Transporter to curtail previously scheduled service
through any pipeline segment, such curtailment shall be
undertaken as follows:
<PAGE>
(a) First, Transporter shall curtail service to those
Shippers receiving park and loan service under the PAL Rate
Schedule or point operators receiving service under OBAs
which have requested more than 250 Dth day. Such services
shall be divided into two categories: those which increase
linepack and those which decrease linepack. Within each
category, to the extent necessary, Transporter will curtail
service to those Customers whose nominations and requests
adversely impact the operations of Transporter's system in
the reverse order in which such nominations and requests
were received; provided, however, that the last 25 MDT of
linepack flexibility available for park and loan service
will be reserved for unscheduled requests by point operators
that receive service under OBAs. Nominations or requests of
250 Dth or less shall be curtailed after all other
nominations for park and loan service and requests by point
operators receiving service under OBAs Balancing Agreements.
(b) Second, Transporter shall curtail service to those
Shippers receiving Service under the ITS Rate Schedule
paying the lowest percentage of the Maximum Commodity Rate
for the service being provided.
(c) Third, Transporter shall curtail service to those
Shippers receiving Service under the ITS Rate Schedule
paying the maximum rate for service on a pro rata basis.
(d) Fourth, Transporter shall curtail service to those
Shippers receiving service under the RTS Rate Schedules at
Alternate Receipt and Delivery Point(s) pursuant to Gas
Transportation Contracts for Firm Reserved Service under
Part 284 of the Commission's Regulations on a pro-rata
basis.
--------------------------------------------------------------------------------
Issued on: July 1, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (e) Fifth, Transporter shall curtail service to
No. 61 Shippers receiving Service at Primary Receipt and
Delivery Point(s) under the RTS Rate Schedule, including
transportation of make-up quantities in accordance with
Sections 6 and 20, on a pro-rata basis.
For the purposes of curtailing capacity pursuant to this
Section 5, Transporter will assess the value of a
Negotiated Rate or a rate under a Negotiated Rate
Formula in accordance with the provisions of Section 32
of these General Terms and Conditions; such rate shall
in no event exceed the Recourse
<PAGE>
Rate.
6. BALANCING AND PENALTY PROVISIONS
With respect to transportation services, Shipper shall endeavor to
monitor and, if necessary, adjust deliveries and receipts of gas
in order to maintain a daily balance of deliveries and receipts.
Transporter shall not be obligated to receive or make available
gas in excess of the Scheduled Input Quantities, nor shall
Transporter be obligated to deliver to Shipper at the Delivery
Point(s) quantities in excess of Scheduled Equivalent Quantities.
Transporter will monitor, to the best of its ability, deliveries
and receipts for each transportation transaction and, based upon
information available, advise Shipper of any imbalance situation
which has occurred or may occur unless corrective action is taken.
Upon notification, Shipper shall endeavor to adjust deliveries and
receipts to avoid any imbalance. Any adjustment to deliveries and
receipts by Shipper, whether or not pursuant to notification from
Transporter, shall be coordinated with Transporters Gas
Transportation Department and in accordance with the scheduling
procedures set forth in Section 4 above.
If Shipper fails to maintain a balance of deliveries and receipts
or inaccurately schedules deliveries and receipts, Transporter
shall impose one or more of the imbalance or scheduling charges
set forth in this section, as applicable.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 62 6.1 Scheduling Penalty
(a) Receipt Point Scheduling. If on any day Shipper
delivers a quantity of gas to Transporter at any
Receipt Point which exceeds or falls short of the
Scheduled Input Quantity for such Receipt Point by the
greater of ten percent (10%) or 400 Dth, then Shipper
shall pay to Transporter an amount equal to the Maximum
Transportation Commodity Rate for service under the ITS
Rate Schedule for service to the zone in which the gas
is scheduled to be delivered for all quantities in
excess or which fall short of the Scheduled Input
Quantity more than the greater of ten percent (10%) or
400 Dth of the Scheduled Input Quantity for such
Receipt Point. Transporter may waive the penalty on a
basis which is not unduly discriminatory if, in the
exercise of its reasonable discretion, Transporter
determines that such excess or shortfall will not cause
operational difficulties or affect the integrity of
Transporters system or Transporters ability to
<PAGE>
render other scheduled service on such day.
(b) Delivery Point Scheduling. If on any day Shipper
takes delivery of a quantity of gas from Transporter at
any Delivery Point which exceeds or falls short of the
Scheduled Equivalent Quantity for such Delivery Point
by the greater of ten percent (10%) or 400 Dth, then
Shipper shall pay to Transporter an amount equal to the
Maximum Transportation Commodity Rate for service under
the ITS Rate Schedule for service to the zone in which
the gas is scheduled to be delivered for all quantities
in excess or which falls short of the Scheduled
Equivalent Quantity by more than the greater of ten
percent (10%) or 400 Dth of the Scheduled Equivalent
Quantity for such Delivery Point. Transporter may waive
the penalty on a basis which is not unduly
discriminatory if, in the exercise of its reasonable
discretion, Transporter determines that such excess or
shortfall will not cause operational difficulties or
affect the integrity of Transporters system or
Transporters ability to render other scheduled service
on such day.
(c) On any day on which Shipper may be liable for
Scheduling Penalties under both Sections 6.1 (a) and
6.1 (b) above, Transporter shall impose on Shipper only
the greater of the two penalties.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 6.2 Balancing Penalty
No. 63 (a) Daily Balancing. If on any day Shipper
delivers to "Transporter Input Quantities (less
applicable Measurement Variance/ Fuel Use
Quantities) at the Receipt Point (s) which are in
excess of or deficient by the greater of 400 Dth or
four percent (4%) of the Equivalent Quantities
taken by Shipper at the Delivery Point (s),
Transporter shall provide Shipper forty-eight hours
notification, or such lesser period of time as
reasonably required by Transporter to protect the
integrity of its system, to initiate corrective
action. In the event Shipper fails to initiate the
corrective action mutually agreed upon by Shipper
and Transporter's Gas Transporter shall charge
Shipper $.75 per Dth for any receipts which are in
excess or deficient by the greater of four percent
(4%) or 400 Dth of Deliveries. Shipper shall have
45 days after notification to reduce the cumulative
imbalance to zero.
<PAGE>
(b) Monthly Balancing. At least seven (7) days prior to
the end of each month Transporter will notify Shipper if
it appears that Receipts (less Measurement Variance/
Fuel Use Quantities) will be in excess of or deficient
by four percent (4%) or more of Deliveries. In the event
Shipper fails to agree upon the appropriate corrective
action to be implemented with Transporter's
Transportation Department within two (2) Gas Days after
notification, and / or fails to implement the corrective
action agreed upon, Transporter shall charge Shipper
$.75 per Dth for any Receipts (less Measurement
Variance/ Fuel Use Quantities) which are in excess of or
deficient by four percent (4%) of Deliveries.
Imbalances for any month that become apparent after the
time for notice has expired shall be considered as an
imbalance for the month following the month in which the
imbalance became apparent.
6.3 Overrun Penalty. If on any day Shipper takes delivery of
a quantity of gas from Transporter at any Delivery Point
which exceeds Shipper's Maximum Equivalent Quantity at such
Delivery Point by two percent (2%), then Shipper shall pay to
Transporter $2.50 for each Dth up to 50 Dth in excess of the
applicable Maximum Equivalent Quantity, and $25.00 per Dth
for any additional quantity of
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet unauthorized daily overrun taken by Shipper at such
No. 64 Delivery Point. Transporter will waive this penalty on a
basis which is not unduly discriminatory if, in the exercise
of its reasonable discretion, Transporter determines that
such action by Shipper did not cause operational difficulties
or affect the integrity of Transporter's system or
Transporter's ability to render scheduled service on such
day.
6.4 Predetermined Allocation Method.
(a) Transporter may negotiate and enter into OBAs
with interstate pipelines, intrastate pipelines and
other entities. Transporter will not utilize
pre-determined allocations ("PDA") if Transporter has an
OBA in effect for a point. No difference balanced
in-kind shall be allocated to any Shipper at the Receipt
or Delivery Points covered by the OBA. PDA elements
should be
<PAGE>
standardized. Only one PDA allocation methodology
should be applied per allocation period.
(b) As used in this Section 4, a PDA is an
agreement by or among point operators, prior to the
beginning of the gas day, at a Receipt or Delivery Point
to allocate the difference between the scheduled daily
quantity and the actual daily flow of gas in a mutually
agreeable manner. Types of allocation methods include,
but are not limited to, ranked, pro rata, percentage and
swing. PDAs shall be provided by the interconnecting
operator, and for multi-tiered allocations, may be
provided by the upstream title holders or Shippers.
Interconnecting operators at Receipt Points shall
provide a PDA to allocate to upstream title holders.
Upstream title holders may provide a PDA to allocate to
the parties taking possession of their gas at a Receipt
Points. Shippers may provide a PDA to allocate to their
nominations at either Receipt or Delivery Points. Two
welded parties should agree on who submits a PDA
methodology and who allocates at the point before gas
flows. The upstream or downstream party providing the
point confirmation should submit the pre-determined
allocation to the allocating party after or during
confirmation and before start of gas day. The allocating
party should send back "confirmation" of receipt of the
pre-determined allocation within 15 minutes.
(c) If confirming parties cannot agree upon an
allocation methodology, "pro rata based upon confirmed
nominations" shall be used as the default method.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (d) Changes to a PDA may be made prospectively
No. 64A during the month if such changes are approved by
Transporter. Only one PDA may be submitted per gas day.
Transporter may in its reasonable discretion make
retroactive reallocations of transactions to correct for
errors. Otherwise, no retroactive reallocations of any
transactions shall be permitted without the approval of
Transporter and the agreement of those Shippers with
service agreements affected by such retroactive
reallocations, provided that the agreement by such
affected Shippers shall not be unreasonably withheld.
<PAGE>
(e) PDAs shall remain in effect until a replacement PDA
is received from the interconnecting operator or
upstream title holder; provided, however, PDAs shall be
updated at the beginning of each month. For rank, swing,
or percentage PDAs, the PDA may need to be updated as
nominations change.
6.4 Allocation of Over and Under Deliveries. For each day in
which Transporter receives gas from or delivers gas to
multiple Shippers at a common Receipt or Delivery Point in
which the quantities received or delivered exceed or fall
short of the sum of the Scheduled Input or Scheduled
Equivalent Quantities for such day, Shippers whose volumes
are commingled at such Delivery or Receipt Point shall have
the obligation to inform Transporter as to the allocation of
such volumes. Transporter shall allocate volumes in
accordance with Operational Balancing Agreements with the
operator of the common Receipt or Delivery Point to the
extent Operational Balancing Agreements are in effect at such
points.
6.5 Penalty Provisions Inapplicable. No monthly imbalance
charge shall be assessed unless Transporter has notified
Shipper that an imbalance has occurred or will occur without
corrective action and Shipper has failed to take action in
coordination with Transporter's gas dispatchers which
corrects such imbalance within thirty (30) days of
notification. Transporter will not assess imbalance or
scheduling penalties in the event Shipper's failure to take
corrective action or Shipper's failure to correctly schedule
gas deliveries is caused by Transporter's actions,
interruption of gas supply or transportation service upstream
of Transporter's facilities, or force majeure conditions as
defined in Sections 20 and 21 hereof. Transporter will also
waive any scheduling penalties that might have
--------------------------------------------------------------------------------
Issued on: September 17, 1997 Effective: November 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet otherwise been incurred by a Shipper who was bumped in
No. 64B accordance with the provisions of Section 4.8 hereof.
The waiver of scheduling penalties shall apply only for the
day(s) on which services were bumped. No imbalance penalty
shall be imposed when a prior period adjustment applied to
the current period causes or increases a current monthly
penalty. In addition, Transporter will not assess imbalance
or scheduling penalties against any Shipper during any period
in which an OBA is in effect at that Shipper's Receipt and
Delivery Point. Overrun
<PAGE>
penalties shall apply during the periods in which OBAs are in
effect at the relevant Delivery Point(s) only if (i) there is
an overall overrun at the Delivery Point and (ii) such
overrun causes operational difficulties or affects the
integrity of Transporter's System or Transporter's ability to
render scheduled service. Upon
--------------------------------------------------------------------------------
Issued on: November 13, 1998 Effective: November 2, 1998
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet giving or receiving notice of the termination of any
No. 65 effective OBA, Transporter shall promptly notify all
Shippers via posting on its Electronic Bulletin Board, and
will provide written notification of the giving or receiving
of such notice to the affected shippers by fax or overnight
mail. In any month in which Shipper may be liable for both
Daily and Monthly Imbalance Penalties, the sum of the excess
and deficiency quantities for which Shipper has been assessed
a Daily Penalty shall be deleted from excess or deficient
quantities used in calculating the monthly penalty. In
calculating excess and deficient quantities, Transporter
shall take into consideration (1) make-up quantities used
pursuant to Transporter's notification to correct any excess
or deficiency in receipt and deliveries and (2) for purposes
of assessing imbalance charges, any offsetting excess or
deficiency in deliveries under other transportation contracts
between Transporter and Shipper.
6.6 Penalty Provisions Not Exclusive. Nothing in this Section
6 shall limit Transporter's right to take such action as may
be required to adjust deliveries and receipts in order to
alleviate conditions which threaten the integrity of its
system, nor prevent Transporter from exercising any other
legal remedies which may be available.
6.7 Crediting of Overrun Penalty Revenues. In the event that
Transporter assesses and collects overrun penalties in
accordance with the provisions of this Section 6, such
revenues, in excess of Transporter Overrun Costs, (such
excess revenues herein referred to as "Excess Overrun
Revenues") shall be credited to the bills of Rate Schedule
RTS Shippers who did not receive scheduled service as a
result of the associated overruns. If more than one Rate
Schedule RTS Shipper was unable to receive scheduled service
as a result of such overruns, then the Excess Overrun
Revenues shall be credited among such Shippers based on the
ratios of the scheduled quantity of gas each Shipper was
unable to receive under Rate Schedule RTS divided by the
total scheduled quantities of gas that all Shippers were
<PAGE>
unable to receive under Rate Schedule RTS.
Rate Schedule RTS Shippers entitled under this Section 6.7 to
Excess Overrun Revenue credits shall receive such credits to
their Rate Scheduled RTS bills for the month
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
First
Revised following the month in which the later of the following
Sheet events occurs:
No. 66
(a) Transporter collects the associated overrun
penalties from all Shippers responsible for the
overrun; and
(b) Transporter reasonably is able to determine
the total amount of all Transporter Overrun Costs.
6.8 Crediting of Scheduling and Balancing Penalty Revenues.
In the event that Transporter assesses upon and / or collects
from any affiliate of Transporter scheduling or balancing
penalties in accordance with the provisions of this Section
6, such revenues shall be credited to the bills of all Rate
Schedule RTS Shippers, except the affiliate of Transporter
responsible for the penalty, based on the ratio of the
Maximum Equivalent Quantity of each such Shipper to the sum
of the Maximum Equivalent Quantities of all such Shippers for
each day on which such a penalty is imposed. Rate Schedule
RTS Shippers entitled to credits under this Section 6.8 shall
receive such credits to their credits to their Rate Schedule
RTS bills for the month following the month in which
Transporter collects the associated scheduling and balancing
penalties.
7. DELIVERY AND RECEIPT POINTS
7.1 Receipt Points. Transporter shall make available to each
Shipper one or more Primary Receipt Points, the exact number
and location to be determined by mutual agreement between
Transporter and Shipper. The Primary Receipt Point(s) at
which Transporter will accept gas from Shipper or for
Shippers account shall be those set forth on Schedule 1
appended to the Gas Transportation Contract(s) between
Transporter and Shipper, or other mutually agreeable points.
Such Schedule 1 shall also set forth the Maximum Input
Quantity and minimum receipt pressures applicable to each
such Primary Receipt Point. Subject to the availability of
capacity, all other receipt points within the same Zone or
any downstream Zone shall be available as Alternate Receipt
Point(s) for Shippers receiving service pursuant to Gas
<PAGE>
Transportation Contracts for Firm Reserved Service under Part
284 of the Commissions Regulation up to the Shippers Maximum
Input Quantity at its Primary Receipt Point(s), except as
otherwise provided in Section 28.20 with respect to segmented
capacity releases.
--------------------------------------------------------------------------------
Issued on: January 15, 1997 Effective: January 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 66A 7.2 Additions and Deletions of Primary Receipt Points.
Effective Schedule 1 appended to each Gas Transportation
Contract between Transporter and Shipper under Part 284 of
the Commissions Regulation may be revised from time-to-time
in order to reflect additions or deletions of Primary Receipt
Points or changes in the Maximum Input Quantities or minimum
receipt pressures applicable to such Primary Receipt Points.
Additions or deletions of Primary Receipt Points and/or
changes in the Maximum Input Quantities or receipt pressures
applicable to Primary Receipt Points hereunder shall not be
considered new transactions if the total of Shippers Maximum
Input Quantities at all Primary Receipt Points for the same
character of transportation service shall not be increased.
--------------------------------------------------------------------------------
Issued on: July 19, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 7.3 Delivery Points.
No. 67 Transporter shall make available to each Shipper one or more
Primary Delivery Points, the exact number and location to be
determined by mutual agreement between Transporter and
Shipper. The Primary Delivery Point(s) at which Transporter
will make gas available to or on behalf of Shipper shall be
those set forth on Schedule 2 appended to the Gas
Transportation Contract(s) between Transporter and Shipper,
or other mutually agreeable points. Such Schedule 2 shall
also set forth the Maximum Equivalent Quantity and maximum
and minimum delivery pressures applicable to each such
Primary Delivery Point. Subject to the availability of
capacity, all other delivery points within the same Zone or
any upstream Zone shall be available as Alternate Delivery
Point(s) for Shippers receiving service pursuant to Gas
Transportation Contracts, for Firm Reserved Service under
Part 284 of the Commissions Regulations up to the Shippers
Maximum Equivalent Quantity at its Primary Delivery Point(s).
<PAGE>
7.4 Additions and Deletions of Primary Delivery Points.
Effective Schedule 2 appended to each Gas Transportation
Contract between Transporter and Shipper under Part 284 of
the Commissions Regulations may be revised from time-to-time
in order to reflect additions or deletions of Primary
Delivery Points or changes in the Maximum Equivalent
Quantities or minimum delivery pressures applicable to such
Primary Delivery Points. Additions or deletions of Primary
Delivery Points and/or changes in the Maximum Equivalent
Quantities or delivery pressures applicable to Primary
Delivery Points hereunder shall not be considered new
transactions if the total of Shippers Maximum Equivalent
Quantities at all Primary Delivery Points for the same
character of transportation service shall not be increased.
7.5 Primary Receipt and Delivery Points To Be Added Only
Where Capacity Available. Shippers may only add a Primary
Delivery or Primary Receipt Point for service under an RTS
Rate Schedule if sufficient firm capacity is available at
that point there are no pending requests for firm service at
that point.
7.6 [RESERVED FOR FUTURE USE]
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 7.7 Parking and Loan Points. Subject to the
No. 68 availability of capacity, Shippers receiving park and
loan services under Rate Schedule PAL may nominate any
Receipt or Delivery Point on Transporters system as a Parking
Point or Loan Point.
8. UNIFORM PRESSURE AND QUANTITY
8.1 Delivery Pressure To Receipt Point or Parking Point. The
delivery pressure of natural gas delivered to a Receipt Point
or Parking Point shall not be less than the minimum pressure
set forth for the Receipt Point or Parking Point on the
effective Schedule 1 appended to the Gas Transportation
Contract or Park and Loan Service Contract between
Transporter and Shipper.
8.2 Delivery Pressure To Delivery Point or Loan Point. The
delivery pressure of natural gas made available by
Transporter to or on behalf of Shipper at a Delivery Point or
Loan Point shall not be less than the minimum pressure set
forth for each Delivery Point or Loan Point on the effective
Schedule 2 appended to the Gas
<PAGE>
Transportation Contract or Park and Loan Service Contract
between Transporter and Shipper, nor shall Transporter be
obligated to make deliveries at pressures greater than those
set forth in Schedule 2.
8.3 Uniform Quantities. Shipper shall deliver and receive gas
in uniform daily quantities during any month and in uniform
hourly quantities during any day as nearly as possible at
uniform hourly rates, provided, however, that Transporter
shall permit Shippers to take delivery of gas at 120 percent
of the uniform hourly quantity for up to three (3)
consecutive hours twice in any twenty four (24) hour period;
provided, however, that the second three (3) hour period
shall not begin less than eight (8) hours after the end of
the first three (3) hour period. Any other departure from
uniform hourly quantities shall be allowed on a best efforts
basis only.
9. QUALITY
9.1 Heating Value. The gas to be delivered to
Transporter at the Receipt Point (s) and made available
to or on behalf of Shipper at the Delivery Point (s)
under this
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 69 Tariff shall be natural gas having a total heating
value of not less than 950 Btus per cubic foot, unless
Transporter and Shipper otherwise agree.
9.2. Freedom From Objectionable Matter. The natural gas to
be delivered to Transporter at the Receipt Point(s) and made
available to or on behalf of Shipper at the Delivery
Point(s) under this Tariff shall be commercially free (at
prevailing pressure and temperature) from objectionable
odors, dust and other solid or liquid matters which might
interfere with its merchantability or cause injury to or
interference with proper operation of the lines, regulators,
meters or other appliances through which it flows, and shall
not contain levels of the following contaminants higher than
specified below:
(a) Sulfur/Hydrogen Sulfide
Not more than twenty grains of total sulfur nor more
than one grain of hydrogen sulfide per one hundred
cubic feet;
(b) Oxygen
<PAGE>
Not more than two-tenths of one percent (0.2%) by
volume of oxygen, and Shipper shall make every
reasonable effort to keep the gas free of oxygen;
(c) Carbon Dioxide and Nitrogen
Not more than four percent (4%) by volume of a combined
total of carbon dioxide and nitrogen components;
provided, however, that the total carbon dioxide
component shall not exceed three percent (3%) by
volume;
(d) Entrained Water
Shall not contain more than four pounds (4 lbs.) of
entrained water per million cubic feet, at a pressure
base of fourteen and seventy-three hundredths (14.73)
pounds
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet per square inch and a temperature of sixty (60)
No. 70 degrees Fahrenheit as determined by dew-point
apparatus approved by the Bureau of Mines or such other
apparatus as may be mutually agreed upon.
(e) Polychlorinated Biphenyl (PCB)
Shall not contain more than 0.1 part PCB per billion
parts natural gas. Shipper shall make every reasonable
effort to keep the gas free of PCB.
9.3 Temperature. The natural gas to be delivered to
Transporter at the Receipt Point(s) and made available to or
on behalf of Shipper at the Delivery Point(s) under this
Tariff shall have a temperature of not more than one hundred
twenty (120) degrees Fahrenheit.
9.4 Failure To Conform To Specifications. If the gas offered
for delivery to Transporter at the Receipt Point(s) or
Parking Point(s) or made available to or on behalf of Shipper
at the Delivery Point(s) or Loan Point(s) shall fail at any
time to conform to any of the specifications set forth in
Sections 9.1, 9.2 or 9.3, then the party receiving such gas
(the receiving party) shall notify the other party (the
tendering party) of such deficiency and thereupon the
receiving party may at its option refuse to accept such gas
pending correction by the tendering party. Upon the tendering
partys failure promptly to remedy any deficiency the
receiving party may accept such gas and may make changes
necessary
<PAGE>
to bring such gas into conformity with such specifications,
and the tendering party shall reimburse the receiving party
for any reasonable expense incurred by it in effecting such
changes. In no event shall the failure of any gas offered for
delivery to Transporter by Shipper or for Shippers account to
conform to any of the specifications set forth in Sections
9.1, 9.2 or 9.3 relieve Shipper of Shippers obligation to pay
Transportation Demand Charges, if applicable. In no event
shall the failure of any gas made available to or on behalf
of Shipper at any Delivery Point(s) or Loan Point(s) to
conform to any of the specifications set forth in Sections
9.1, 92. or 9.3 relieve Shipper of Shippers obligation to pay
the Transportation Commodity Charges or any applicable park
and loan service charges and, if applicable, Transportation
Demand Charges.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 71 10. MEASUREMENT
The volume and the total heating value of the gas delivered to
Transporter at the Receipt Point(s) and made available to or on
behalf of Shipper at the Delivery Point(s) shall be determined
as follows:
10.1 Unit of Measurement. The unit of gas, for the
purpose of measurement, shall be one (1) Mcf.
10.2 Heating Value Per Cubic Foot. The total heating value
of the gas per cubic foot shall be determined for any month
by taking the weighted average of the heating values as
recorded each day by a calorimeter or as determined by
chromatographic analysis of a sample of gas collected daily
during the month, or any other method mutually agreed upon
by Shipper and Transporter.
10.3 Determination of Dekatherms Delivered. The dekatherms
delivered shall be determined by multiplying the Mcf
delivered by the ratio of the Btu per cubic foot delivered
to 1,000. For purposes of this determination, the specific
gravity and heating value shall be determined at
approximately the same time.
10.4 Determination of Temperature. The temperature of the
gas passing through each meter shall be determined for any
day by the continuous use of a recording thermometer so
installed that it may properly record the temperature of the
gas flowing through each meter. The arithmetical average of
the temperature recorded each day shall be used in computing
gas quantities.
<PAGE>
10.5 Specific Gravity. The specific gravity of the gas shall
be determined by the use of a recording gravitometer, which
shall be checked at least once each month, or any other
method mutually agreed upon by Shipper and Transporter.
10.6 Deviation From Boyles Law. The deviation of the natural
gas from Boyles Law shall be determined by the use of the
table of formulas published by the American Gas Association
Par Research Project NX-19 corrected for carbon dioxide and
nitrogen, or any superseding applicable tables
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 72 published by the American Gas Association.
Determinations of the molecular percentage of N2 and
CO2 in the gas shall be made within thirty (30) days
after commencement of deliveries and at least quarterly
thereafter. The molecular percentage of N2 and CO2 thus
determined will be used to determine the
supercompressiblity factors during the ensuing period,
with corrections for specific gravity, temperature and
pressure.
11. MEASURING EQUIPMENT
11.1 Measuring Station. Transporter will install, maintain
and operate at its expense, at or near the Delivery
Point(s), a measuring station properly equipped with meters,
and other necessary measuring equipment by which the volume
of natural gas made available to or on behalf of Shipper
shall be measured and determined in accord with Section 9 of
these General Terms and Conditions.
(a) Orifice Meters. Orifice meters, if used, shall be
installed, and gas quantities computed, in accordance
with American National Standard Bulletin ANSI/API 2530,
Orifice Metering Of Natural Gas, dated June 1979, and
any modification and amendments thereof, and shall
include the use of flange connections and straightening
vanes.
(b) Diaphragm or Turbine Meters. Diaphragm or
turbine meters, if used, shall be installed, and
gas quantities computed, in accordance with
generally accepted industry practices.
(c) Electronic Flow Computers. If the use of
electronic or other types of flow computers is mutually
agreeable to Transporter and Shipper,
<PAGE>
they shall be installed, and quantities calculated in
accordance with generally accepted industry practices.
(d) New Measurement Techniques. If at any time a new
method or technique is developed with respect to gas
measurement or the determination of the factors used in
such gas measurement, such new method or technique may
be substituted upon mutual agreement thereto by the
parties.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 11.2 Check Measuring Equipment. Shipper may install,
No. 73 maintain and operate, at its own expense, such check
measuring equipment as desired, provided that such equipment
shall be so installed as not to interfere with the operation
of Transporter's measuring equipment at or near any Delivery
Point.
11.3 Measurement Statements. Transporter shall prepare
monthly measurement statements on or before the fifth (5th)
Business Day of each month for all quantities transported by
Transporter during the preceding month.
11.4 Right To Be Present. Transporter and Shipper shall have
the right to have representatives present at the time of any
installing, reading, cleaning, changing, repairing,
inspecting, testing, calibrating, or adjusting done in
connection with the other's measuring equipment used in
measuring or checking the measurement of deliveries of gas
under any Gas Transportation Contract or Park and Loan
Service Contract between Transporter and Shipper. The records
from such measuring equipment shall remain the property of
their owner, but upon request each will submit to the other
its records and charts, together with calculations therefor,
for inspection and verification, subject to return within
thirty (30) days after receipt thereof.
11.5 Care Required. All installations of measuring equipment
applying to or affecting deliveries of gas shall be made in
such manner as to permit an accurate determination of the
quantity of gas delivered and ready verification of the
accuracy of measurement. Reasonable care shall be exercised
by both parties in the installation, maintenance and
operation of pressure regulating equipment so as to prevent
any inaccuracy in the determination of the volume of gas
delivered under any Gas Transportation Contract or Park and
Loan Service Contract.
<PAGE>
11.6 Calibration and Test of Meters. The accuracy of
Transporter's measuring equipment shall be verified by
Transporter at reasonable intervals, and if requested, in the
presence of representatives of Shipper, but Transporter shall
not be required to verify the accuracy of such equipment more
frequently than once in any thirty (30) day period. In the
event either party shall notify the other that it desires a
special test of any measuring equipment the parties shall
cooperate to secure a prompt verification of the accuracy of
such equipment. The expense of any such special test, if
called for, shall be borne by Shipper if the measuring
equipment tested is found not to be in error by more than two
percent (2%).
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet If, upon test, any measuring equipment, including
No. 74 recording calorimeters, is found to be in error by not
more than two percent (2%), pervious recording of such
equipment shall be considered accurate in computing
deliveries of gas, but such equipment shall be adjusted at
once to record accurately.
If, upon test, any measuring equipment shall be found to be
inaccurate by an amount exceeding two percent (2%), at a
recording corresponding to the average hourly rate of flow
for the period since the last preceding test, then any
previous recordings of such equipment shall be corrected to
zero error for any period which is known definitely but in
case the period is not known or agreed upon, such correction
shall be for a period extending over one-half of the time
elapsed since the date of last test, not to exceed a period
of sixteen (16) days.
11.7 Correction Of Metering Errors -- Failure Of
Meters. In the event a meter is out of service, or
registering inaccurately, the volume of gas delivered
shall be determined:
(a) by using the registration of any check meter
or meters, if installed and accurately registering;
or, in the absence of (a);
(b) by correcting the error if the percentage of
error is ascertainable by calibration, tests, or
mathematical calculation; or in the absence of both
(a) and (b), then;
(c) by estimating the quantity of delivery by
deliveries during periods under similar conditions when
the meter was registering accurately.
<PAGE>
11.8 Preservation of Metering Records. Transporter and
Shipper shall each preserve for a period of at lease three
(3) years all test data, charts and other similar records.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 75 12. GAS RESEARCH INSTITUTE ADJUSTMENT, FERC ANNUAL CHARGE
ADJUSTMENT AND DEFERRED ASSET SURCHARGE
12.1 GRI Adjustment. The rates set forth in the RTS and ITS
Rate Schedules shall be adjusted from time to time to reflect
collections to fund the research, development and
demonstration programs of the Gas Research Institute (GRI) in
accordance with the procedures herein specified.
(a) The GRI Adjustment shall apply to all services
hereunder except transportation for gas which is
purchased from or transported by another interstate
pipeline and is subject to a GRI rate adjustment charge
in its effective FERC Gas Tariff and park and loan
services.
(b) The current GRI Adjustment shall be the unit amount,
adjusted as necessary for heating value and pressure
base, which has been approved by the most recent order
of the FERC approving GRIs research, development and
demonstration program.
(c) Within fifteen (15) days of the receipt of revenues
under the GRI Adjustment, Seller shall remit to GRI the
amounts collected, less any amounts properly payable to
a Federal, state or local authority relating to such
revenues.
12.2 ACA Adjustment. The rates set forth in the RTS, ITS and
PAL Rate Schedules shall be adjusted from time to time to
reflect the annual charge assessed Transporter by the FERC
pursuant to Order No. 472 or any other superseding rule or
order.
(a) The current ACA Adjustment shall be the unit amount,
adjusted as necessary for heating value and pressure
base, which the FERC orders to be effective for the
fiscal year commencing on the effective date of the
adjustment.
(b) Transporter shall retain all revenues collected
under this Section 12.2. Except as
<PAGE>
provided by this Section 12.2 Transporter shall not have
the right to seek to recover in any proceeding under
Section 4(e) of the Natural Gas Act any such costs
recorded in its FERC Account No. 928.
(c) The ACA Adjustment shall not apply to volumes parked
or loaned by Transporter if such volumes are also
transported by Transporter and subject to an ACA rate
adjustment charge for such transportation.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 75A 12.3 Deferred Asset Surcharge. The rates set forth in
Rate Schedules RTS and ITS shall be adjusted from time
to time to reflect the collection by Transporter of the
amortization of a deferred regulatory asset (Deferred
Asset), comprised of the net of certain operating costs
and revenues related to the phasing in of Transporters
services during its initial year of operations, plus
associated carrying charges, as established and
approved by orders of the Federal Energy Regulatory
Commission, dated March 11, 1991, May 23, 1991, and
December 21, 1992, in Docket Nos. CP89-634-004, et al.
Transporter shall be entitled to amortize the beginning
Deferred Asset balance of $3,573,597 over a period of
nineteen (19) years commencing November 1, 1992.
Transporter shall file with the Federal Energy
Regulatory Commission revised tariff sheets and
supporting working papers to reflect changes in the
Deferred Asset Surcharge, in accordance with this
Section 12.3, to become effective November 1 of each
year during the 19-year amortization period.
(a) The Deferred Asset Surcharge shall be calculated on
an annual basis, for the 12-month period commencing
November 1, by dividing the Annual Requirement
allocated to each of Transporters Zones by the
corresponding Projected Throughput Quantity assigned to
such Zone, such that:
The Annual Requirement shall equal the sum of: (i)
$188,084, representing one years amortization of the
Deferred Asset; (ii) the aggregate of monthly carrying
charges for the surcharge year, computed in accordance
with paragraph (b) of this Section 12.3; and (iii) any
adjustment (positive or negative) representing the net
cumulative difference between each prior years Annual
Requirement, used as the basis for a previously
effective Deferred Asset Surcharge, and the
recalculation of such prior years Annual
<PAGE>
Requirement pursuant to paragraph (c) of this Section
12.3.
The Annual Requirement shall be allocated to
Transporters Zones pursuant to the interzone allocation
factors used in deriving Transporters then-effective
rates.
The Projected Throughput Quantity attributable to each
of Transporters Zones shall equal the product of (i)
the sum of the demand entitlements of all firm Shippers
for such Zone under long-term contracts (more than 30
days) as of the date of the filing; multiplied by (ii)
the applicable load factor used in deriving
Transporters then-effective rates.
--------------------------------------------------------------------------------
Issued on: November 29, 1993 Effective: November 1, 1993
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (b) Carrying charges shall be computed on the
No. 75B unamortized ending monthly Deferred Asset balance,
net of the unamortized portion of associated deferred
income taxes. Associated deferred income taxes shall be
computed using the composite income tax rate used in
deriving Transporter's then- effective rates. Carrying
charges shall be computed at an interest rate equal to
the weighted-average cost of debt percentage used in
deriving Transporter's then-effective rates.
(c) For purposes of reflecting an adjustment in a
current year's Annual Requirement, a prior year's Annual
Requirement shall be recalculated to reflect any change
in Transporter's interzone allocation factors,
Transporter's weighted-average cost of debt,
Transporter's imputed composite income tax rate, or
Transporter's system load factor, if, and to the extent
that, such changed components were used to derive
Transporter's effective rates during such prior year, or
were otherwise reflected in Transporter's rates and
charges for such prior year pursuant to a final,
non-appealable order issued by the Federal Energy
Regulatory Commission in a Section 4 rate proceeding.
12.4 RESERVED FOR FUTURE USE.
--------------------------------------------------------------------------------
Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
<PAGE>
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 12.5 Transportation Cost Rate Adjustment. Pursuant to the
No. 75C Commission's Order issued on July 29, 1998 in Docket No.
RP97-126, Transporter's base transportation rates (exclusive of
all surcharges) set forth on Sheet No. 4 of this FERC Gas Tariff
shall be periodically adjusted to reflect changes in charges
incurred by Transporter for the transmission and compression of
gas by others as reflected in Account No. 858 ("Account 858
Costs"). On September 30 of each year Transporter shall file with
the Commission a Transportation Cost Rate Adjustment (TCRA) to be
effective each November 1 and applied to all maximum RTS and ITS
rates as shown on Sheet No. 4 of this FERC Gas Tariff.
(a) Determination of TCRA.
(i) The Current Transportation Costs (Demand and
Commodity) shall be Transporter's projected Account 858
Costs during the 12 months commencing with the effective
date of each TCRA filing, as adjusted for any credits or
debits in accordance with Section 12.5(b)(iv). The
Initial Transportation Costs (Demand and Commodity)
shall be the Account 858 Costs approved in Docket No.
RP97-126.
--------------------------------------------------------------------------------
Issued on: March 24, 2000 Effective: March 24, 2000
--------------------------------------------------------------------------------
Sub. GENERAL TERMS AND CONDITIONS (Continued)
Original
Sheet (ii) The Current Transportation Cost Rates (Demand
No. 75D and Commodity) shall be determined by dividing the
Current Transportation Costs by Transporter's projected
billing determinants for the twelve months commencing with
the effective date of each TCRA filing. The Initial
Transportation Cost Rates shall be determined by dividing
the Initial Transportation Costs by the applicable billing
determinants reflected in the rate design underlying
Transporter's base transportation rates approved in Docket
No. RP97-126.
(iii) The current TCRA (Demand and Commodity) shall be
determined by subtracting the Initial Transportation Cost
Rates from the Current Transportation Cost Rates.
(b) Unrecovered 858 Cost Account. Transporter shall
establish and maintain an Unrecovered Transportation Cost
Account for the collection of Account 858 Costs as a
sub-account of FERC Account No. 186.
(i) Each month the Unrecovered Transportation Cost Account
shall be (1) debited by Transporter's actual Account 858
Costs and (2) credited by actual Account 858 Cost
collections, determined by multiplying
<PAGE>
Transporter's Current Transportation Cost Rates times the
corresponding actual billing determinants.
(ii) The Unrecovered Transportation Cost Account shall be
debited or credited, as appropriate, to reflect any refunds
received by, or surcharges incurred by Transporter which
relate to its Account 858 Costs.
(iii) Each month the Unrecovered Transportation Cost Account
shall be debited (in the event of a debit balance) or
credited (in the event of a credit balance) with interest,
calculated in accordance with the procedures set forth in
Section 154.501(d) of the Commission's regulations, on the
prior month's ending balance.
(iv) For each annual TCRA filing Transporter shall adjust
the Current Transportation Costs to reflect the Unrecovered
Transportation Account Balance (either positive or negative)
as of the month ending four (4) months prior to the
effective date of the filing.
(c) Termination of Provision. At such time as the provisions of
the TCRA are terminated, (a) any net credit balance in the
applicable Account No. 186 sub-account for Unrecovered
Transportation Costs shall be refunded to Shippers under Rate
Schedules RTS and ITS, or (b) any net debit balance shall be due
and payable by Shippers under Rate Schedules RTS and ITS. Such
credits or debits will be allocated to the affected Shippers in
proportion to their applicable billing determinants during the
preceding twelve months.
--------------------------------------------------------------------------------
Issued on: September 15, 1998 Effective: August 31, 1998
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 75E 12.6 Voluntary Contributions to GRI. In addition to
any payments made by Shippers under the GRI Adjustment
mechanism set forth in Section 12.1, Shippers may make
voluntary contributions to GRI. Such contributions will
be collected by the Transporter through a "check the
box" approach, reflected on its invoices. Shippers
wishing to make a voluntary contribution to GRI during
any given month shall fill out the election form (which
shall be made available via the Internet) and shall
remit such voluntary contribution to Transporter as
specified on that form. Contributing Shippers shall
specify the amount they are voluntarily contributing to
GRI and may specify the projects or project areas to be
funded. The amounts collected pursuant to the "check
the box" procedure will not be part of Transporter's
rates, and the Commission will not review or approve
any such amounts or projects. Within fifteen (15) days
<PAGE>
of the receipt of any voluntary contributions,
Transporter shall remit to GRI the amounts collected,
and shall indicate to GRI the amounts applicable to
specific projects or project areas, if so indicated by
Shippers.
--------------------------------------------------------------------------------
Issued on: October 30, 1998 Effective: January 1, 1999
--------------------------------------------------------------------------------
Fourth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 13. BACKHAUL AND EXCHANGE TRANSPORTATION
No. 76
Transporter will provide Backhaul and Exchange Transportation
service pursuant to Rate Schedule RTS at rates to be negotiated
between zero and the applicable Maximum Transportation Commodity
Rate and zero and the applicable Maximum Transportation Demand
Rate, and will provide Backhaul and Exchange Transportation
service pursuant to Rate Schedule ITS at rates to be negotiated
between zero and the applicable Maximum Transportation Commodity
Rate, as such rates are set forth on Sheet No. 4 of Transporter's
currently effective FERC Gas Tariff. Backhaul and Exchange
Transportation service on a no-fee basis shall be available where
such service is mutually beneficial to both Shipper and
Transporter and provides substantially equal benefits to both
parties. Examples of Backhaul and Exchange Transportation service
which may be beneficial to Transporter include Backhaul and
Exchange Transportation service which, under then existing
operating conditions, will assist in elimination of capacity
bottlenecks and improve Transporter's ability to transport gas.
Backhaul and exchange service shall be available on a
non-discriminatory basis.
14. BILLINGS AND PAYMENTS
14.1 Monthly Billing Date. The imbalance statement should be
rendered prior to or with the invoice, and the transportation
invoice should be prepared on or before the 9th Business Day
after the end of the production month. Rendered is defined as
postmarked, timstamped, and delivered to the designated site.
All amounts due from Shipper for the preceding month should
be determined according to the measurement, computations and
charges provided in this Tariff, the Gas Transportation
Contract, and any Park and Loan Service Contract between
Transporter and Shipper. At points where OBA's exist,
invoiced quantities shall be based on scheduled quantities.
14.2 Monthly Payment Date. Shipper shall pay Transporter, at
a bank designated by Transporter, so that payment is received
and Transporter has available funds therefrom on or before
the twentieth (20th) day of each month, the full amount
billed by Transporter to
<PAGE>
Shipper under Section 14.1 for the immediately preceding
month. Such payment shall not be considered overdue if the
twentieth (20th) day of the month is a Saturday, Sunday, or
National
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 76A Holiday, and Transporter receives payment on the next
succeeding Business Day.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 14.3 Remedies For Nonpayment.
No. 77
(a) Charge For Late Payment:
Should Shipper fail to pay any or all of the amount of
any bill as herein provided when such amount is due,
Shipper shall pay a Charge for Late Payment which shall
be included by Transporter on the next regular monthly
bill rendered to Shipper. Such Charge for Late Payment
shall be determined by multiplying (a) the unpaid
portion of the bill, by (b) the ratio of the number of
days from the due date to the date of actual payment to
365, by (c) the applicable rate of interest calculated
in accordance with Section 154.501 (d) of the
Commission's regulations.
(b) Suspension of Service:
If such failure to pay continues for thirty (30) days
after payment is due, Transporter, in addition to any
other remedy it may have under the Gas Transportation
Contract or any Park and Loan Service Contract, may,
after any required application to and authorization by
the FERC, suspend further transportation of
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet gas or park and loan service until such amount is
<PAGE>
No. 78 paid; provided, however, that Transporter shall
notify Shipper and, if required, the FERC in writing
twenty (20) days and ten (10) days prior to such
suspension that continued failure to pay will result in
suspension of service.
(c) Termination Of Contract:
If such default continues for thirty (30) additional
days, Transporter may thereafter, in addition to any
other remedy it may have under a Gas transportation
Contract or Park and Loan Service Contract, terminate
said contract in accordance with the provisions of
Section 21 hereof, subject to any appropriate regulatory
authorization; provided, however, that Transporter shall
notify Shipper and, if required, the FERC in writing
twenty (20) days and ten (10) days prior to such action
that continued failure to pay will result in termination
of said contract.
(d) Good Faith Disputes:
If Shipper in good faith shall dispute the amount of any
bill or part thereof and shall pay to Transporter such
amounts as it concedes to be correct, and at any time
within thirty (30) days after a demand made by
Transporter shall furnish good and sufficient surety
bond, guaranteeing payment to Transporter of the amount
ultimately found due upon such bills after a final
determination which may be reached either by agreement
or judgment of the courts, as may be the case, then
Transporter shall not be entitled to seek to suspend
further delivery of gas nor terminate the Gas
Transportation Contract or Park and Loan Service
Contract as outlined above unless and until default be
made in the conditions of such bond.
(e) Adjustment Of Underpayment, Overpayment Or
Error In Billing:
If it shall be found that at any time or times Shipper
has been overcharged or undercharged in any form
whatsoever under the provisions of the Gas
Transportation Contract or Park and Loan Service
Contract and Shipper shall have actually paid the bills
containing such overcharge or undercharge, then within
thirty (30) days after the final determination thereof,
Transporter shall refund the amount of any such
overcharge, and Shipper shall pay the amount of any such
undercharge; provided, however, that interest calculated
in accordance with
--------------------------------------------------------------------------------
<PAGE>
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Section 14.3 (a) shall apply to any undercharge not
No. 79 paid and to any overcharge not returned within
thirty (30) days from the date of Transporter's
notification to Shipper of the amount of the undercharge
or overcharge. Measurement data corrections should be
processed within 6 months of the production month with a
3-month rebuttal period. The time limitation for
disputes of allocations should be 6 months from the date
of the initial month-end allocation with a 3-month
rebuttal period. Prior period adjustment time limits
should be 6 months from the date of the initial
transportation invoice and 7 months from date of initial
sales invoice with a 3-month rebuttal period, excluding
government-required rate changes. These standards shall
not apply in the case of deliberate omission or
misrepresentation or mutual mistake of fact. Parties'
other statutory or contractual rights shall not
otherwise be diminished by this standard.
(f) Right Of Examination:
Both Transporter and Shipper shall have the right to
examine at any reasonable time the books, records and
charts of the other to the extent necessary to verify
the accuracy of any statement, chart, or computation
made under or pursuant to the provisions of this Tariff,
the Gas Transportation Contract, or the Park and Loan
Service Contract between Transporter and Shipper.
15. POSSESSION OF GAS
15.1 Control and Possession. As between the parties to the
Gas Transportation Contract, Transporter shall be deemed to
be in control and possession of the gas deliverable
thereunder from the time it is delivered to Transporter at
the Receipt Point (s) until it shall have been made available
to or on behalf of Shipper at the Delivery Point (s). Prior
to the time such gas is delivered to Transporter at the
Receipt Point (s) and after such gas is made available to or
on behalf of Shipper at the Delivery Point (s), Shipper shall
be deemed to be in control and possession thereof.
As between the Parties to the Park and Loan Service
Contract, Transporter shall be deemed to be in control
and
--------------------------------------------------------------------------------
<PAGE>
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 79A possession of the gas (1) that is parked pursuant to Rate
Schedule PAL from the time it is delivered to Transporter at
a Parking Point(s) until it shall have been made available to
or on behalf of Shipper at that point(s); and (2) that is
loaned pursuant to Rate Schedule PAL prior to the time that
the gas is made available to Shipper at a Loan Point(s) and
after Shipper redelivers the gas to Transporter at that
point(s). Prior to the time gas subject to park and loan
service is delivered to Transporter at a Parking Point(s) and
after such gas is made available to or on behalf of Shipper
at that point(s), or after gas loaned to Shipper is made
available to Shipper at a Loan Point(s), and before it is
redelivered to Transporter, Shipper shall be deemed in
control and possession thereof.
15.2 Responsibility. Shipper shall have no responsibility
with respect to any gas deliverable under a Gas
Transportation Contract or Park and Loan Service Contract
after it is delivered to Transporter at the Receipt Point(s)
or Parking Point(s), or after it is delivered to Transporter
at a Loan Point(s) as a payback of a loan, until it is made
available to or on behalf of Shipper at the Delivery Point(s)
or Parking Point(s), or on account of anything which may be
done, happen or arise with respect to such gas after it is
delivered to Transporter at the Receipt Point(s), Parking
Point(s) or Loan Point(s) and before it is made available to
or on behalf of Shipper at the Delivery Point(s) or
redelivered to the Shipper at the Parking Point(s); and
Transporter shall have no responsibility with respect to such
as before it is delivered to Transporter at the Receipt
Point(s) or Parking Point(s) or after it is made available to
or on behalf of Shipper at the Delivery Point(s) or Loan
Point(s); or redelivered to Shipper at the Parking Point(s)
or on account of anything which may be done, happen or arise
with respect to such gas before it is delivered to
Transporter at the Receipt Point(s) or Parking Point(s), or
made available to Transporter as a payback of a loan, and
after it is made available to or on behalf of Shipper at the
Delivery Point(s) or Loan Point(s) or redelivered to Shipper
at the Parking Point(s).
15.3 Right To Commingle. From the time gas is delivered to
Transporter at the Receipt Point(s), Transporter shall have
the unqualified right to commingle such gas with other gas in
Transporter's natural gas transmission system.
<PAGE>
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 79B 16. WARRANTY OF TITLE TO GAS
Except as otherwise provided herein, it is expressly understood
that title to all natural gas tendered to Transporter at the
Receipt Point(s) for transportation or at a Parking Point for
parking service shall be held by Shipper. It is further
understood that Shipper will indemnify Transporter and
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet save it harmless from all suits, actions, debts, accounts,
No. 80 damages, costs, losses and expenses arising from or out of
claims of any or all persons to the said gas or to royalties,
taxes, license fees or charges thereon resulting from breach of
this warranty.
In addition, except as otherwise provided herein, it is expressly
understood that Transporter will have title to any gas loaned to
Shipper pursuant to Rate Schedule PAL. It is further understood
that Transporter will indemnify Shipper and save it harmless from
all suits, actions, debts, accounts, damages, costs, losses and
expenses arising from or out of claims of any or all persons to
the said gas or to royalties, taxes, license fees or charges
thereon resulting from breach of this warranty.
Transporter hereby expressly disclaims that it has or will have
title to any gas to be transported to or on behalf of Shipper or
to be parked by Shipper pursuant to Rate Schedule PAL.
17. OPERATING INFORMATION AND ESTIMATES
17.1 Shipper To Provide Information. Shipper shall endeavor
to provide Transporter with all information and material in
the possession of or reasonably accessible to Shipper and
required by Transporter to calculate and verify Shippers
Input Quantity, Injection Quantity and/or Withdrawal Quantity
and the quantity of gas taken by Shipper at the Delivery
Point(s), redelivered by Transporter to Shipper at the
Parking Point(s) or redelivered by Shipper to Transporter at
the Loan Point(s) each day and to calculate and verify the
gross
<PAGE>
heating value, the quality specifications, and the components
of such quantities each day.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 17.2 Good Faith Estimates. At Transporters request,
No. 81 any Shipper which has executed a Gas Transportation
Contract with Transporter wherein Transporter agrees to
transport gas on behalf of Shipper will furnish to
Transporter good faith estimates of the daily, monthly and
annual quantities of natural gas which Shipper desires
Transporter to transport for Shipper for at least two (2)
years in advance. Such estimates will be used for planning
purposes and will not substitute for the nomination
procedures outlined above. The information provided pursuant
to this section shall not be made available to Transporters
affiliates which are engaged in the marketing of gas unless
the information is posted simultaneously on Transporters
Electronic Bulletin Board.
18. OTHER OPERATING CONDITIONS.
18.1 Minimum Quantity Meterable. In no event shall
Transporter be required to accept a request for
transportation or park and loan service for a quantity of gas
which Transporter cannot meter with reasonable accuracy at
the Receipt or Delivery Point(s) or Parking or Loan Point(s)
for which Shipper is requesting service. If Shippers request
for transportation or park and loan service involves a
quantity which Transporter cannot meter with reasonable
accuracy at the requested Receipt or Delivery Point(s) or
Park and Loan Point(s), Transporter will promptly so inform
Shipper and advise Shipper of the minimum quantity that can
be metered with reasonable accuracy at the proposed Points.
18.2 Coordination With Other Parties. Shipper shall make all
necessary arrangements with other parties at or upstream of
the Receipt Point(s) or Parking Point(s) where natural gas
is delivered to Transporter by Shipper or for Transporters
system operations and coordinated with Transporters
dispatchers.
18.3 Facilities To Be In Place Prior To Request. Transporter
shall not be required to render transportation service on
behalf of Shipper in the event that all facilities necessary
to render such service do not exist at the time such service
is requested.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
<PAGE>
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 18.4 Reimbursement of Costs. Shipper shall reimburse
No. 82 Transporter:
(a) For the costs of any facilities, other than
facilities included in Transporters general system,
installed by Transporter with Shippers consent to
receive, measure, transport or deliver natural gas for
the account of Shipper;
(b) For filing fees required in connection with the Gas
Transportation Contract (s) or a Park and Loan Service
Contract between Transporter and Shipper that
Transporter is obligated to pay to the FERC or any other
governmental authority having jurisdiction , exclusive
of generally applicable regulatory fees necessary for
rendition of Transporter service generally to all
customers; and
(c) For any and all occupation, sales tax, user fee, or
taxes or fees similar in nature or equivalent in effect
which are now or hereafter imposed or assessed against
Transporter by any lawful authority as a result of the
transportation of natural gas pursuant to the Gas
Transportation Contract (s) or the parking or loan of
gas pursuant to a Park and Loan Service Contract between
Transporter and Shipper, and which the Commission has
determined, after a Section 4 rate filing, to be
directly assignable to the specific service to be
rendered by Transporter on behalf of Shipper thereunder.
Any reimbursement due Transporter by Shipper pursuant to
this Section 18.4 shall be due and payable to
Transporter within ten (10) days of receipt by Shipper
of Transporters invoice (s) for same. Transporter shall
give Shipper notice of any new or changed reimbursement
under Section 18.4 (s) as soon as practicable after such
new or changed reimbursement becomes effective.
18.5 Shipper To Comply With All Terms. Transporter shall not
be required to render service on behalf of any Shipper which
on any day fails to comply with any or all of the terms of
the Gas Transportation Contract (s) or a Park and Loan
Service Contract, as applicable, between Transporter and
Shipper. Transporter may terminate service prior to the
expiration of a contract term only in the event of nonpayment
by Shipper in accordance with the provisions of Section 14.4
(c) of these General Terms and Conditions or pursuant to the
provisions of Sections 3.6 or 21.4 of these General Terms and
<PAGE>
Conditions.
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 83 19. CONSTRUCTION OF LATERAL FACILITIES POLICY
Transporter may invest in lateral and appurtenant facilities
necessary to increase service to existing Shippers or to allow
Transporter to provide service to a new Shipper on a
non-discriminatory basis under the following conditions:
(a) Annual service revenues generated from such new or
increased service shall be sufficient to at least equal the
cost of service associated with such facilities. Such cost
of service shall be calculated to include, without
limitation, the following:
(i) the cost of service associated with transporting
gas to the proposed facilities on Transporters
mainline;
(ii) the incremental operating expenses Transporter may
incur in operating the proposed facilities, including
but not limited to administrative, operation and
maintenance, and ad valorem and other taxes consistent
with those reflected in Transporters most recent rate
filing;
(iii) the estimated capital cost of the proposed
facilities, which shall be calculated using the
following objective criteria: the cost of materials
shall be estimated based on recently obtained quotes
from major industry recognized materials sources, and
the cost of construction will be estimated based on
per-mile construction costs experienced by Transporter
during construction in areas with similar geographical,
geological and demographic characteristics, adjusted
for the year of the proposed construction and any
site-specific characteristics, which capital costs
shall be assumed to be depreciated over the life of the
proposed new service; and,
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (iv) a carrying charge on all capital costs for
No. 84 the proposed facilities equal to the pre-tax
<PAGE>
overall rate of return reflected in Transporters
most recent rate filing.
(b) The facilities will not increase or decrease Transporters
main line capacity or compromise the integrity of
Transporters pipeline system.
(c) The necessary authorizations are obtained from
governmental bodies.
Nothing in this policy statement shall require Transporter to file
an application for a certificate of public convenience and
necessity under Section 7 (c) of the Natural Gas Act. Nothing in
this policy statement shall prevent Transporter from contesting an
application for service filed pursuant to Section 7(a) of the
Natural Gas Act. Transporter reserves the right to seek a waiver
of the policy set forth herein, for good cause shown.
20. IMPAIRMENT OF DELIVERIES
20.1 Force Majeure. Service under this Tariff may be
interrupted or curtailed for reasons of force majeure, and
Transporter shall give Shipper notice as soon as reasonably
possible of such interruption or curtailment.
20.2 Routine Repair and Maintenance. Transporter shall have
the right to interrupt or curtail service in whole or in part
on all or a portion of its system from time to time to
perform routine repair, maintenance, and other construction
or testing procedures on Transporters system as necessary to
maintain operational capability on Transporters system or to
comply with applicable regulatory requirements. Transporter
shall exercise due diligence to schedule such activity so as
to minimize disruptions of service to Shippers.
--------------------------------------------------------------------------------
Issued on: June 30, 1995 Effective: July 1, 1995
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 84A (a) Annual Notices. No later than each March 31,
Transporter will post on its Electronic Bulletin
Board a projection of routine repair, maintenance,
and other construction or testing procedures
scheduled for the upcoming year, from April 1
through March 31, which are likely to affect
Transporters System Capacity. Transporter may in
good faith modify the projected schedule in any
manner, at any time during such year, and will
provide notice of any change in the schedule as
soon as possible after deciding to make such a
change. Transporter will have no liability if
actual activity does not conform to the projected
<PAGE>
annual schedule.
(b) Monthly Notices. At least ten (10) days prior to
the first day of each month, Transporter will post on
its Electronic Bulletin Board a schedule of repair,
maintenance and other construction or testing
procedures for such month which are likely to affect
Transporters System Capacity. Such notice will include
an estimate of the duration of the activity.
Transporter will have no liability if it must modify
the schedule or perform additional unscheduled routine
repair, maintenance and other construction or testing
procedures during the month.
20.3 Make-up Service. In the event interruption or
curtailment occurs, Shipper shall be given the opportunity
on a subsequent day or days to make-up such loss of service
provided that such make-up service shall not preclude or
interfere with the service priorities set forth in Section
4. In the event such make-up service is provided, Shipper
shall be obligated to pay the Transportation Commodity
Charge for such service under the applicable Rate Schedule.
21. FORCE MAJEURE AND REMEDIES
21.1 Relief From Liability. Neither Transporter nor
Shipper shall be liable in damages to the other for any
act, omission or circumstances occasioned by or in
consequence of any even constituting force majeure and,
except as otherwise
--------------------------------------------------------------------------------
Issued on: June 30, 1995 Effective: July 1, 1995
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 85 provided in Section 21.2 the obligations of Transporter
and Shipper shall be excused during the period thereof
to the extent affected by such events of force majeure.
The term force majeure shall mean acts of God, strikes,
lockouts, acts of the public enemy, wars, blockades,
insurrections, riots, epidemics, landslides, lightning,
earthquakes, fires, storms, floods, washouts, arrests
and restraints of rulers and peoples, civil
disturbances, explosions, breakage or accident to
machinery or lines of pipe, line freezeups, the binding
order of any court or governmental authority which has
been resisted in good faith by all reasonable legal
means, and any other cause, whether of the kind herein
enumerated, or otherwise, and whether caused or
occasioned by or happening on account of the act or
omission of one of the parties to the Gas
Transportation Contract between Transporter and Shipper
<PAGE>
or some person or concern not a party thereto, which is
not within the control of the party claiming excuse and
which by the exercise of due diligence such party is
unable to prevent or overcome. A failure to settle or
prevent any strike or other controversy with employees
or with anyone purporting or seeking to represent
employees shall not be considered to be a matter within
the control of the party claiming excuse. Under no
circumstances will lack of finances be construed to
constitute force majeure.
21.2 Liabilities Not Relieved. Such causes or contingencies
affecting the performance of said Gas Transportation
Contract by either party, however, shall not relieve it of
liability in the event of its concurring negligence or in
the event of its failure to use due diligence to remedy the
situation and remove the cause in an adequate manner and
with all reasonable dispatch, nor shall such causes or
contingencies affecting the performance of said contract
relieve either party from its obligations to make payments
of amounts then due thereunder or relieve Shipper from its
obligation to pay the applicable demand charge thereunder,
nor shall such causes or contingencies relieve either party
of liability unless such party shall give notice and full
particulars of the same in writing to the other party as
soon as possible after the occurrence relied on. Shippers
obligation to pay applicable demand charges shall not be
suspended by any failure of Transporter to deliver gas to or
on behalf of Shipper for any reason or cause whatsoever,
whether or not described in this
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Section 21, except in the event that such failure is
No. 86 caused by the negligence or intentional misconduct of
Transporter.
Transporter shall be obligated to refund demand charges
collected from firm shippers applicable to days in which firm
service is interrupted, if and to the extent that Transporter
is reimbursed for such demand charges through insurance
proceeds and such shipper is not recompensed for such demand
charges through any other primary insurance. Such refunds
shall be computed by allocating to each firm shipper for
which service was interrupted a pro rata share of the
attributable insurance proceeds received by Transporter based
on the proportion that the eligible amount of each such
shippers affected demand charge payments bears to the sum of
the eligible amounts of all such shippers
<PAGE>
affected demand charge payments. The affected demand charge
payments for each shipper shall be computed by multiplying
the daily applicable Transportation Demand Rate by the
quantity of gas not delivered by reason of the interruption
in firm service, not to exceed such shippers Maximum Input
Quantity. The eligible amount of such affected demand charge
payments shall be the portion of the affected demand charge
payments for which the shipper is not eligible to be
recompensed through other primary insurance. For purposes of
this paragraph, the applicable daily Transportation Demand
Rate applicable to the service that was interrupted by twelve
(12) and dividing the product by 365. Nothing herein shall
obligate a firm shipper to maintain primary insurance which
recompenses it, in whole or in part, for demand charges paid
on days when Transporter interrupts service.
21.3 Unavailability Of Firm Capacity. In the event
Transporter is unable, wholly or in part, to make capacity
available for transportation of the Maximum Input Quantities
to which all Shippers are entitled under their Gas
Transportation Contracts with Transporter on any day, then
Shipper shall be entitled to such proportion of the total
impaired transportation capacity as the sum of Shippers
Maximum Input Quantities for firm transportation service
--------------------------------------------------------------------------------
Issued on: July 31, 1995 Effective: July 31, 1995
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet bears to the sum of the total Maximum Input Quantities
No. 86A for firm transportation service of all Shippers affected
by the impairment of transportation capacity. Transporter
shall not bear any liability for any curtailment of service
to Shipper undertaken pursuant to the provisions of this
Section 21.3 due to one or more of the causes stated in
Section 21.1 or to routine maintenance of Transporters
system. To the extent that curtailment is caused by a matter
described in Section 21.2, any liability that Transporter may
have shall be limited to that set forth in that section.
21.4 Termination Of Gas Transportation Contract or Park and
Loan Service Contract. If either Transporter or Shipper shall
fail to perform any of the material covenants or obligations
imposed upon it by the Gas Transportation Contract or a Park
and Loan Service Contract, subject to the applicable
provisions of this Tariff, then in such event the other party
may at its option terminate said contract by proceeding as
follows: the party not in default shall cause a written
notice to be served on the party in default stating
specifically
<PAGE>
the cause for terminating the contract and declaring it to be
the intention of the party giving the notice to terminate the
same; thereupon the party in default shall have thirty (30)
days after the service of the aforesaid notice in which to
remedy or remove the cause or causes stated in the notice for
terminating the contract, and if within said period of thirty
(30) days the party in default does so remove and remedy said
cause or causes, then such notice shall be withdrawn and the
contract shall continue in full force and effect. In case the
party in default does not so remedy and remove the cause or
causes within said period of thirty (30) days, the contract
shall terminate; provided; however, that no termination shall
occur if the party in default has initiated action to cure
such material default but, despite its best efforts, has been
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet unable to complete cure within such thirty (30) day
No. 87 period and is continuing its action to complete cure in
good faith beyond the end of the thirty (30) day period.
Except as specifically set forth in Article V of the Gas
Transportation Contract(s) or Park and Loan Service Contract
between Transporter and Shipper, the termination or
cancellation of any Gas Transportation Contract or Park and
Loan Service Contract shall be pursuant to the provisions of
this paragraph, shall be without prejudice to the right of
Transporter to collect any amounts then due to it for
services rendered prior to the time of cancellation, and
shall be without prejudice to the right of Shipper to receive
any services which have not been rendered but for which
Shipper has paid prior to the time of cancellation, and
without waiver of any remedy to which the party not in
default may be entitled for violations of the contract.
Nothing in this Section 21.4 shall affect any rights or
obligations which the parties may have with respect to
Section 7(b) of the Natural Gas Act.
22. NOTICES AND COMMUNICATION
Any communication, notice, request, demand, statement or bill
provided for in this Tariff, in a Gas Transportation Contract or
in a Park and Loan Service Contract, or any notice which either
Transporter or Shipper may desire to give to the other, that is
offered in writing in lieu of transmittal via Transporters
Electronic Bulletin Board, shall be considered as duly presented,
rendered, or delivered when sent, if sent by telegram, cable,
telecopy or telex; or, if sent by express mail service, shall be
considered as duly presented one day after mailing; or, if prepaid
registered or ordinary mail,
<PAGE>
shall be considered as duly presented five (5) days after mailing.
The material so sent shall be addressed to the pertinent party at
its last known post office address, or at such other address as
either party may designate.
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 22A. COMPLIANCE WITH THE MARKETING AFFILIATES RULE ORDER
No. 88 NO. 497
This section describes Transporters compliance with the
requirements of 18 C.F.R. Section 250.16 (b).
1. Shared Operating Personnel and Facilities
Transporter and its marketing affiliates have no shared
operating personnel or facilities.
Any changes to the terms of this Section will be filed with
FERC on a quarterly basis.
2. Complaint Resolution
Transporter will attempt to resolve any complaints by
Shippers or potential Shippers without the necessity of a
written complaint. To this end, Shippers are encouraged to
attempt to resolve disputes informally with their designated
service representatives.
A formal complaint concerning any transportation services
offered by Transporter must specifically state that it is a
complaint under Order No. 497 and should be directed,
preferably in writing, to Herbert A. Rakebrand III, Manager,
Transportation and Marketing, at One Corporate Drive, Suite
600, Shelton, Connecticut 06484. Transporter will respond
initially to the complaint within 48 hours and in writing
within 30 days.
In addition, any person desiring information on the
availability, pricing or other terms of Transporters
transportation service should call the Transportation and
Marketing Department ((203) 926-1555).
--------------------------------------------------------------------------------
Issued on: November 1, 1994 Effective: December 1, 1994
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet [Sheet No. 89 Reserved for Future Use.]
No. 89
<PAGE>
--------------------------------------------------------------------------------
Issued on: November 1, 1994 Effective: December 1, 1994
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 23. MODIFICATION
No. 90
No modification of the terms and provisions of a Gas
Transportation Contract or Park and Loan Service Contract shall be
made except by the execution of written contracts signed by
Transporter and Shipper.
24. NONWAIVER AND FUTURE DEFAULT
No waiver by either Transporter or Shipper of any one or more
defaults by the other in the performance of any provisions of a
Gas Transportation Contract, Park and Loan Service Contract, the
General Terms and Conditions or the applicable Rate Schedule shall
operate or be construed as a waiver of any future default or
defaults, whether of a like or of a different character. This
provision shall not be interpreted as providing Transporter or
Shipper with any powers or authorizations to grant or deny waivers
over and above such powers as provided under the Commissions
regulations and standard contract law.
25. SCHEDULES AND CONTRACT SUBJECT TO REGULATION
This Tariff, including these General Terms and Conditions and the
respective obligations of the parties under the Gas Transportation
Contract(s) and/or Park and Loan Service Contract are subject to
valid laws, orders, rules and regulations of duly constituted
authorities having jurisdiction and are subject to change from
time to time by addition, amendment or substitution as provided by
law.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 26. DESCRIPTIVE HEADINGS
No. 91
The descriptive headings of the provisions of this Gas Tariff are
formulated and used for convenience only and shall not be deemed
to affect the meaning or construction of any such provisions.
27. INCORPORATION IN RATE SCHEDULES AND GAS TRANSPORTATION
CONTRACTS
These General Terms and Conditions are incorporated in and
<PAGE>
are a part of Transporters Rate Schedules, Gas Transportation
Contracts and Park and Loan Service Contracts.
28. CAPACITY RELEASE PROVISIONS
28.1 Purpose. This Section 28 sets for the specific
terms and conditions applicable to Transporters
implementation of the capacity release program, as
provided by Order Nos. 636 and 636-A.
28.2 Definitions. For purposes of this Section 28, the
following definitions shall apply:
(a) Releasing Shipper. The term Releasing Shipper shall
mean any Shipper that has executed a Gas Transportation
Contract for Firm Reserved Service with Transporter and
that elects to release, on a temporary or permanent
basis, all or a portion of its firm capacity rights on
Transporters system, to another Shipper under the terms
and conditions set forth in this Section 28;
(b) Replacement Shipper. The term Replacement
Shipper shall mean any Shipper that executes a Gas
Transportation Contract in the form prescribed by
this Tariff , acquiring capacity rights from a
Releasing Shipper;
(c) Prearranged Replacement Shipper. The term
Prearranged Replacement Shipper shall mean a Shipper
that has reached an agreement with a Releasing Shipper
to acquire its released capacity prior to the time that
the Releasing Shipper submits its Release Notice to
Transporter in accordance with the provisions of this
Section 28;
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Fifth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 92 (d) Successful Bidder. The term "Successful Bidder"
shall mean the Shipper that Transporter determines
submitted the highest bid in accordance with the
criteria specified in Sections 28.9 of this Tariff.
(e) Release Notice. The term "Release Notice" shall mean
the notice that a Releasing Shipper provides to
Transporter in accordance with the provisions of Section
28.6 of this Tariff; and
(f) Segment. The term "Segment" shall mean any Receipt
Point or Delivery Point or any portion of Transporter's
pipeline system between any such
<PAGE>
points.
(g) Capacity Release Offer Report or CROR. The terms
"Capacity Release Offer Report" or "CROR" shall mean a
report generated by Iroquois' EBB outlining the
information proprietary to a specific release of
capacity; and effective attachments to the Blanket
Capacity Release Agreement and the Blanket Gas
Transportation Contract for Firm Reserved Service with
Replacement Shipper.
28.3 Applicability. This Section 28 is applicable to any
Releasing Shipper transporting under Part 284 of the FERC's
Regulations, 18 C.F.R. Part 284, that has executed a Gas
Transportation Contract for Firm Reserved Service. Subject to
the terms of this Section 28, a Releasing Shipper shall have
the right to release any portion of its firm capacity on a
temporary or permanent basis along any segment of
Transporter's pipeline system located between the Primary
Receipt Point and the Primary Delivery Point, as set forth in
the Gas Transportation Contract between the Releasing Shipper
and Transporter, but only to the extent that the capacity so
released is acquired by another party pursuant to the
provisions of this Section 28. A Replacement Shipper may re-
release firm capacity it has acquired to a secondary
Replacement Shipper pursuant to the same terms and conditions
set forth in this Section 28 applicable to a Releasing
Shipper. This Section is also applicable to offers by
Shippers to assume or acquire capacity pursuant to Section
28.13 of this Tariff.
28.4 Minimum and Maximum Release Provisions. The following
minimum and maximum release provisions shall apply. Any
release of capacity under this Section 28 must be for a
period of at least one (1) day. The maximum term of any
release of firm capacity shall not exceed the term of
Releasing Shipper's Gas Transportation Contract. The maximum
volume of capacity released may not exceed on a daily basis
or over the term of the Replacement Shipper's Gas
Transportation Contract the
--------------------------------------------------------------------------------
Issued on: April 15, 1998 Effective: May 16, 1998
--------------------------------------------------------------------------------
Fifth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet maximum capacity to which the Releasing Shipper has a
No. 93 right under its Gas Transportation Contract.
28.5 Exceptions To Release Notice, Bidding and Allocation
Requirements of This Section 28. To qualify for exceptions to
the Release Notice, bidding, and
<PAGE>
allocation requirements, the Releasing Shipper must have
executed a Blanket Capacity Release Agreement, and the
Replacement Shipper must have executed a Blanket Gas
Transportation Contract for Firm Reserved Service with
Replacement Shippers pursuant to Section 28.11. Once all
contractual requirements have been met, the Releasing Shipper
shall notify Transporter of the terms of the proposed release
transaction via Transporter's Electronic Bulletin Board, or
via EDI, in accordance with that part of the timeline set
forth in Section 28.6(a) applicable to prearranged deals not
subject to bid. Transporter shall endeavor, but shall not be
obligated to administer Release Notices received in writing,
and any such notice must be received by Transporter at least
one Business Day prior to the desired nomination date. The
Releasing Shipper's notice to Transporter shall include all
information listed in Section 28.6(c)(i) -(vii), as well as
any other relevant terms of the proposed release transaction.
A CROR relevant to the Blanket Gas Transportation Contract
with Replacement Shipper and to the Blanket Capacity Release
Agreement may then be obtained from Transporter's EBB. The
CROR shall be activated and available for nomination in
accordance with the timeline set forth in Section 28.6(a).
A Releasing Shipper shall not rollover, extend or in any way
continue such a release unless (i) it satisfies the criteria
specified in Section 28.5(b), or (ii) it posts a Release
Notice and follows the bidding and allocation requirements of
this Section 28. A Releasing Shipper may not use the terms of
this Section 28.5(a) to re-release capacity on the same
Segment of the pipeline to a Prearranged Replacement Shipper
to which it has released capacity under the terms of Section
28.5(a) until twenty-eight (28) days after the earlier
release period under this Section 28.5(a) has ended, unless
the Releasing Shipper satisfies the criteria specified in
Section 28.5(b), or it posts a Release Notice and follows the
bidding and allocation
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet requirements of this Section 28. Nothing in the
No. 93A preceding sentence shall preclude a Releasing Shipper
from releasing capacity on a different Segment of the
pipeline, which does not utilize or overlap the Segment on
which capacity previously was released, to such Prearranged
Replacement Shipper during the twenty-eight (28) day
restricted period.
In the following situations, the Releasing Shipper will
<PAGE>
not be required to post a Release Notice or to comply with
the bidding and allocation requirements of Sections 28.6,
28.7, 28.8, and 28.9 of this Tariff:
(a) Capacity Releases to Prearranged Replacement
Shippers for thirty-one (31) days or less. If a
Releasing Shipper has found a Prearranged Replacement
Shipper willing to acquire released capacity for a term
equal to or less than thirty-one (31) days, the
Releasing Shipper may, but need not, post a Release
Notice or comply with the bidding and allocation
requirement of this Section 28.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (b) Capacity Releases to Prearranged Replacement
No. 94 Shippers Offering to Pay the Maximum Rate that
Transporter is Authorized to Charge. If a Releasing
Shipper has found a Prearranged Replacement Shipper
willing to acquire the full amount of the capacity
released at the maximum rate Transporter is authorized
to charge, the Releasing Shipper need not post a Release
Notice or comply with the bidding and allocation
requirements of this Section 28.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 28.6 Notice by Releasing Shipper of its Election to
No. 95 Release Capacity and Timeline for Capacity Releases. Any
Releasing Shipper that elects to release all or a portion of
its firm capacity rights must first execute a Blanket
Capacity Release Agreement and then shall provide Transporter
with a Release Notice via Transporter's Electronic Bulletin
Board or EDI as set forth in Section 28.6 below. Transporter
shall tender the Blanket Capacity Release Agreement within
one (1) Business Day of receipt of written request for said
agreement. Transporter shall endeavor, but shall not be
obligated, to administer Release Notices received in writing,
and any such notice must be received by Transporter at least
one Business Day prior to the desired posting date. Any terms
and conditions listed in the Release Notice must be
non-discriminatory and consistent with Transporter's Tariff
and the Gas Transportation Contract with the Releasing
Shipper.
<PAGE>
(a) Timeline for Capacity Releases. The capacity release
timeline set forth in this Section 28.6 is applicable to
all parties involved in the capacity release process;
however, it is only applicable if 1) all information
provided by the parties to the transaction is valid and
the Replacement Shipper has been determined to be
creditworthy before the capacity release bid is
tendered, and 2) there are no special terms or
conditions of the release.
The timeline for short-term releases (less than 5
months) is as follows:
+ Offers should be tendered by 1:00 P.M. on the
day before nominations for short-term releases
(less than 5 months);
+ open season ends no later than 2 P.M. on the
day
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 95A before nominations are due (envaluation
period begins at 2 P.M. during which
contingency is eliminated, determination of
best bid is made, and ties are broken);
+ evaluation period ends at 3 P.M.;
+ match or award is communicated by 3 P.M.;
+ match response by 4 P.M.;
+ award posting by 5 P.M.;
+ posting of pre-arranged deals not subject to
bid by 9 A.M. the day of nominations;
+ contract tendered with contract # by 10 A.M.;
contract executed; nomination possible for
next day gas flow. (Central Time)
The timeline for longer term releases (five months or
more):
+ Offers should be tendered by 1:00 P.M. four
Business Days before award for long-term
releases;
+ open season ends no later than 2 P.M. on the
day before nominations are due (open season
is three Business Days)
<PAGE>
+ evaluation period begins at 2 P.M. during
which contingency is eliminated,
determination of best bid is made, and ties
are broken;
+ evaluation period ends at 3 P.M.;
+ match or award is communicated by 3 P.M.;
+ match response by 4 P.M.;
+ award posting by 5 P.M.;
+ posting of pre-arranged deals not subject to
bid by 9 A.M. the day of nominations;
+ contract tendered with contract # by 10 A.M.;
contract executed; nomination possible for
next day gas flow. (Central Time)
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 95B (b) Where there is no Prearranged Replacement
Shipper, the Release Notice shall provide the
following information:
(i) the Releasing Shipper's legal name and DUNS
number, the number of its Gas Transportation
Contract, the phone number, fax number, E-mail
address, and the name(s) of the person(s) entering
and authorizing the release;
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised (ii) the maximum and minimum quantity of
Sheet firm daily capacity that the Releasing
No. 96 Shipper elects to release stated in
Dth/day; for the purposes of this provision
if a Releasing Shipper which contracts for
capacity in Mcf/d, wishes to release all of
its capacity for a period of more than one
month, it shall convert the maximum
quantity of firm daily capacity to be
released from Mcf to Dth by making one Mcf
equal to one Dth;
<PAGE>
(iii) the Receipt and Delivery Point(s) at which
the Releasing Shipper will release capacity and
the firm capacity to be released at such points;
(iv) whether the capacity will be released on a
firm or recallable basis, whether the recalled
capacity can be reput, and the terms under which
capacity can be recalled and/or reput;
(v) the requested effective date and end
date of the release;
(vi) whether the Releasing Shipper is willing to
release such capacity for a shorter period of
time and, if so, the minimum acceptable period
of the release;
(vii) any minimum rate or other requirements;
Releasing Shipper has the choice to specify
dollars and cents or percents of the maximum
tariff rate in the denomination of bids and
Transporter shall support this. Once the choice
is made by the Releasing Shipper, the bids
should comport with the choice;
(viii) the date and time that bidding will cease
subject to the requirements of Section 28.6(a).
Any extension of the end date and time for
accepting bids will require that Releasing
Shipper withdraw the offer to release capacity
and post a new release with the extended end
date and time;
(ix) whether the Releasing Shipper requests
Transporter's assistance (other than posting
information on Transporter's Electronic Bulletin
Board) in marketing the released capacity and,
if so, the type of service desired;
(x) the selection of economic criteria (from
either highest rate, net revenue, or highest
present value as set forth in Section 3 of the
RTS Rate Schedule) for evaluating bids
--------------------------------------------------------------------------------
Issued on: May 29, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
<PAGE>
Sheet
No. 96A that the Releasing Shipper wishes Transporter to
apply;
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (xi) [RESERVED]
No. 97
(xii) the Maximum Transportation Demand
Rate, including any demand-type surcharges,
that can be charged for the release;
(xiii) whether the Releasing Shipper is willing to
accept contingent bids and, if so, the terms on
which such bids will be evaluated;
(xiv) whether the Releasing Shipper will accept
bids on a volumetric or one-part basis, and, if so,
the minimum acceptable volumetric commitment if
any;
(xv) the date and time the Release Notice is posted
on Transporter's Electronic Bulletin Board subject
to the requirements of Section 28.6(a); and
(xvii) any other special conditions for the
release.
(c) If a Releasing Shipper has a Prearranged Replacement
Shipper willing to acquire released capacity for less
than the maximum rate Transporter is authorized to
charge, the Releasing Shipper must confirm the
prearranged deal electronically and the Releasing
Shipper's Release Notice of such pre-arrangement shall
set forth the following information:
(i) the Releasing Shipper's legal name and DUNS
number, the number of its Gas Transportation
Contract, the phone number, fax number, E-Mail
address, and the name (s) of the person (s)
entering and authorizing the release;
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
<PAGE>
Sheet
No. 97A (ii) the legal name and DUNS number of the
Prearranged Replacement Shipper, the phone
number, fax number, E-Mail address, and
name(s) of the contact person for the
Prearranged Replacement Shipper, and an
indication of whether the Prearranged
Replacement Shipper is an affiliate of the
Releasing Shipper;
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (iii) the maximum and minimum quantity of
No. 98 firm daily capacity which the Releasing
Shipper elects to release stated in Dth/d;
(iv) the Receipt and Delivery Point (s) at which
the Releasing Shipper will release capacity and the
firm capacity to be released at such points;
(v) whether the capacity will be released on a firm
or recallable basis, whether the recalled capacity
can be reput, and the terms under which the
capacity can be recalled and/or reput;
(vi) the requested effective date and end
date of the release;
(vii) the rate the Prearranged Replacement Shipper
has agreed to pay for the released capacity.
Releasing Shipper has the choice to specify dollars
and cents or percents of the maximum tariff rate in
the denomination of bids and Transporter shall
support this. Once the choice is made by the
Releasing Shipper, the bids should comport with the
choice;
(viii) the selection of economic criteria (from
either highest rate, net revenue, or highest
present value as set forth is Section 3 of the RTS
Rate Schedule) for evaluating bids that the
Releasing Shipper wishes Transporter to apply;
(ix) [RESERVED]
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
<PAGE>
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 98A (x) the Maximum Transportation Demand Rate,
including any demand-type surcharges, that
can be charged for the release;
(xi) whether the Releasing Shipper is
willing to accept contingent bids and, if so,
the terms on which such bids will be
evaluated;
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (xii) whether the Releasing Shipper will
No. 99 accept bids on a volumetric or one-part basis,
and, if so, the minimum acceptable volumetric
commitment if any;
(xiii) the date and time the Release Notice is
posted on Transporter's Electronic Bulletin Board
subject to the requirements of Section 28.6(a);
(xiv) the date and time that bidding will cease
subject to the requirement of Section 28.6(a). Any
extension of the end date and time for accepting
bids will require that Releasing Shipper withdraw
the offer to release capacity and post a new
release with the extended end date and time;
(xv) whether the Releasing Shipper is willing to
release such capacity for a shorter period of time
and, if so, the minimum acceptable period of the
release; and
(xvi) all other relevant terms of the
pre-arranged release.
(d) Once a Releasing Shipper has provided Transporter a
notice of its election to release capacity, such offer
shall be binding upon Releasing Shipper until
Transporter receives written or electronic notice of
withdrawal. The Releasing Shipper has the right to
withdraw its offer during the bid period where
unanticipated circumstances justify and no minimum bid
has been made. Assuming that Transporter has determined
that the Release Notice contains no deficiencies, once
the bidding period closes, the Releasing Notice shall
constitute a binding offer to release capacity to a
Successful Bidder(s) whose bid
<PAGE>
satisfies all the minimum terms specified in the Release
Notice.
28.7 Posting of Releasing Shipper's Election to Release
Capacity. All complete Release Notices submitted via
Transporter's Electronic Bulletin Board or EDI pursuant to
Section 28.6 above shall be posted on the Electronic Bulletin
Board as soon as they are submitted, unless otherwise
indicated by Releasing Shipper.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 99A Upon Transporter's receipt of a Release Notice,
Transporter shall evaluate the notice to determine
whether it satisfies the terms of this Section 28 and
shall promptly notify the Releasing Shipper of any such
deficiencies. Release Notices shall remain on
Transporter's Electronic Bulletin Board and shall be
available for bid for the period specified in the
timeline set forth in Section 28.6(a).
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
First
Revised 28.8 Bidding Procedure. Immediately upon the
Sheet posting of a Release Notice on Transporter's
No. 100 Electronic Bulletin Board, Transporter shall begin
accepting bids for such capacity from potential
Replacement Shippers. All potential bidders shall be
subject to the credit evaluation procedures provided
in Section 3 of this Tariff. Transporter shall not
accept a bid unless Transporter has verified the
creditworthiness of such bidder in accordance with
the provisions of Section 3, and unless bidder has
executed a blanket Gas Transportation Contract for
Replacement Shippers. All Shippers that wish to bid
on released capacity must notify Transporter via
Transporter's Electronic Bulletin Board or via EDI.
All complete bids so submitted shall be posted on the
Electronic Bulletin Board as soon as they are
submitted, provided, however, that the names of
bidders shall not be posted by Transporter during the
bidding period. Any bids received must provide the
following information:
(a) the bidder's legal name, the phone number,
and the name of the person entering the bid;
<PAGE>
(b) the Releasing Shipper's legal name, and the
number of the Gas Transportation Contract under which
bidder desires to acquire released capacity;
(c) the volume of capacity which the bidder
wishes to acquire, stated in Dth/d;
(d) the Receipt and Delivery Points at which
the bidder desires service;
(e) the term of the acquisition;
(f) the maximum rate bidder is willing to pay
for the capacity;
--------------------------------------------------------------------------------
Issued on: May 29, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (g) whether the bidder is willing to accept less
No. 101 than the full amount of capacity released in the
event that there are two or more Successful Bidders and
Transporter must pro-rate the capacity in accordance
with Section 28.9(c) below; and
(h) any other terms that may be relevant.
Once a potential Replacement Shipper has submitted a bid,
that bid shall be binding until Transporter receives a
written notice or electronic notice of withdrawal. Once the
bidding period closes, any bid posted on Transporter's
Electronic Bulletin Board shall constitute a binding offer to
enter into a Gas Transportation Contract for Firm Reserved
Service, subject only to the Releasing Shipper's decision to
accept a contingent bid. The bid shall be binding until (i)
Transporter selects the Successful Bidder (s), (ii)
Transporter determines that no bids satisfy the minimum terms
specified in the Release Notice; or (iii) contingencies have
been eliminated. Any contingency which has not been
eliminated prior to 3:00 p.m. Central Time on the specified
award date shall invalidate that bid. A bidder that withdraws
its bid during the bidding period may submit a higher bid
during the bidding period, but may not submit a lower bid.
28.9 Allocation of Released Capacity -- Transporter's
Criteria. Unless the Releasing Shipper specifies a different
criteria for evaluating bids in its Release Notice in
accordance with the provisions of Section 28.6 of this
Tariff, released capacity will be allocated best bid first,
until all offered capacity has been awarded, on a
non-discriminatory basis consistent with the
<PAGE>
following allocation principles:
(a) Prearranged Replacement Shipper. If, at the same
time it provides its Release Notice to Transporter, the
Releasing Shipper provides Transporter with notice of a
prearranged agreement with a prospective Prearranged
Replacement Shipper, Transporter will post notice of
that arrangement on its Electronic Bulletin Board in
accordance with the provisions of Section 28.7 above.
Transporter will evaluate all competing bids that
satisfy the minimum terms of the Release Notice using
the methodology indicated by Releasing Shipper in the
Release Notice to Transporter in accordance with the
provisions of Section 28.6(a). If the Prearranged
Replacement
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 101A Shipper's bid yields the highest rate, highest net
revenue, or highest present value as specified by
Releasing Shipper, up to the Maximum Transportation
Demand Rate, or the highest present value if not
specified by the Releasing Shipper, Transporter is
authorized to charge, then Transporter shall select the
Prearranged Replacement Shipper as the Successful
Bidder.
If Transporter receives a "better offer", i.e., an offer
that meets all
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet other minimum terms of the Release Notice while
No. 102 providing a higher rate, higher net revenue, or
higher present value as specified by Releasing Shipper
or the higher present value if not specified by
Releasing Shipper, up to the Maximum Transportation
Demand Rate Transporter is authorized to charge,
Transporter shall notify the Prearranged Replacement
Shipper and the Prearranged Replacement Shipper may
match that offer in accordance with the timeline set
forth in Section 28.6(a). If the Prearranged Replacement
Shipper matches the better offer, then Transporter shall
select the Prearranged Replacement Shipper as the
Successful Bidder.
<PAGE>
If the Prearranged Replacement Shipper does not match
the better offer, Transporter shall select the bidder(s)
that made the better offer as the Successful Bidder(s).
If two or more bidders made the better offer, then the
capacity will be prorated in the manner described in
Section 28.9(c) below.
(b) No Prearranged Replacement Shipper. If Transporter
receives notice of a Releasing Shipper's election to
release capacity, without receiving notice of a
Prearranged Replacement Shipper, Transporter shall post
that notice on its Electronic Bulletin Board in
accordance with the provisions of Section 28.7 above.
Transporter shall evaluate all bids that satisfy the
minimum terms of the Release Notice (i.e., highest rate,
highest net revenue, or highest present value in
accordance with the provisions of Section 3 or the RTS
Rate Schedule and the timeline set forth in Section
28.6(a) of the General Terms and Conditions of this
Tariff). The bid which yields the highest rate, highest
net revenue, or highest present value as specified by
Releasing Shipper, or the highest present value if not
specified by Releasing Shipper, up to Maximum
Transportation Demand Rate Transporter is authorized to
charge, while meeting all other minimum terms of the
Release Notice, will be selected as the best bid. If two
or more bidders submitted the best bid, then the
capacity will be prorated in the manner described in
Section 28.9(c) below.
(c) Tie for winning bid. In the event two or more bids
provide the same highest rate, highest net revenue, or
highest present value as specified by Releasing Shipper,
or the highest present value if not specified by
Releasing Shipper and none of those successful bids
states that the bidder is unwilling to accept proration
of the released capacity in the event
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet of a tie, the capacity released will be prorated
No. 103 among the Successful Bidders as follows:
(i) If all successful bids are for the full amount
of released capacity, the released capacity will be
allocated pro-rata to the Successful Bidders, and
<PAGE>
(ii) If any or all successful bids are for less
than the full amount of released capacity, then the
released capacity will be prorated based on the
ratio of each Successful Bidder's requested
quantity and the total quantity requested by such
bids.
In the event that any Successful Bidder has stated in
its bid that it is unwilling to accept a prorated part
of the released capacity in the event of a tie, then the
uncommitted capacity will be allocated to the other
Successful Bidder(s) in accordance with the applicable
proration procedures.
28.10 [RESERVED]
28.11 Criteria for Transporter's Tender of a
Blanket Gas Transportation Contract for Replacement
Shippers.
Transporter shall verify the creditworthiness of a
potential bidder pursuant to Section 3 of this Tariff
and, if such bidder is deemed creditworthy, and has not
otherwise executed such contract, Transporter shall
tender the Blanket Gas Transportation Contract for Firm
Reserved Service with Replacement Shippers within one
(1) Business Day of receipt of all information required
by Section 3.4.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 28.12 Procedure upon Selection of Successful
No. 104 Bidder(s). In accordance with the timeline set forth in
Section 28.6(a), Transporter shall (i) notify the Releasing
Shipper of the Successful Bidder(s); (ii) post all awards,
including the name of the Successful Bidder(s), on its
Electronic Bulletin Board; and (iii) post on its EBB a CROR.
Such CRORs shall be activated and available for nomination in
accordance with the timeline set forth in Section 28.6(a).
28.13 Offers to Assume or Acquire Capacity. Any Shipper that
wishes to assume or acquire capacity on Transporter's system
may request Transporter to post a notice of its offer to
acquire capacity on Transporter's Electronic Bulletin Board.
The offering Shipper shall provide Transporter with the
following information about its offer to purchase capacity:
<PAGE>
(a) the offering Shipper's legal name;
(b) the amount of firm daily capacity sought
stated in Dth/d;
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (c) the Receipt and Delivery Point(s) desired;
No. 105
(d) the proposed effective date and term of the
proposed capacity release transaction;
(e) the maximum rate acceptable;
(f) the length of time the Notice should remain
on Transporter's Electronic Bulletin Board; and
(g) any other relevant terms.
Within one (1) Business Day, Transporter shall determine
whether the offer to acquire capacity is consistent with the
terms of this Tariff and Transporter's Gas Transportation
Contracts, and, if there are no deficiencies, shall post
notice of the offer to acquire capacity on its Electronic
Bulletin Board for the length of time specified by the
offering Shipper, up to a maximum of eight (8) weeks. If this
notice results in an agreement to assign capacity, the
provisions of this Section 28 relating to capacity releases
to Prearranged Replacement Shippers shall apply.
28.14 Rates.
(a) The rate charged for any released firm capacity
shall be the rate set forth on Schedule 1 and 2 of the
Gas Transportation Contract for Firm Reserved Service
entered into between Transporter and the Replacement
Shipper, but in no event more than the sum of
Transporter's currently effective Maximum Transportation
Demand Charge and Transportation Commodity Charge under
the applicable RTS Rate Schedule plus any fees and/or
charges that would have been paid by Releasing Shipper
pursuant to Section 4.3 of the RTS Rate Schedule. If a
Releasing Shipper is paying a Negotiated Rate or a rate
under a Negotiated Rate Formula pursuant to Section 32
of these General Terms and Conditions, the rate charged
a Replacement Shipper may not exceed the applicable
Recourse Rate plus any fee and/or charges that would
have been paid by Releasing Shipper pursuant to the
provisions of Section 32 of the General
<PAGE>
Terms and Conditions of this tariff and the terms of the
Gas Transportation Contract between Releasing Shipper
and Transporter. The Replacement Shipper will not be
charged for any marketing fee assessed in relation to
the released capacity. Unless Transporter agrees in
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Third GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet writing otherwise, the Releasing Shipper shall
No. 106 remain liable for the maximum Transportation Demand
Charge(s) (or its volumetric equivalent), any other
fixed charges associated with the released capacity and
any late charges resulting from the Replacement
Shipper's failure to pay Replacement Demand Charges(s).
(b) Bidders may bid for released capacity by submitting
bids up to the Maximum Transportation Demand Rate under
the applicable RTS Rate Schedule plus any fees and/or
charges that would have been paid by Releasing Shipper
pursuant to Section 4.3 of the RTS Rate Schedule, or the
volumetric equivalent of such maximum rate. If the
Releasing Shipper is paying a Negotiated Rate or a rate
under a Negotiated Rate Formula pursuant to Section 32
of these General Terms and Conditions, a bidder may not
bid a rate that exceeds the applicable Recourse Rate
plus any fees and/or charges that would have been paid
by Releasing Shipper pursuant to the provisions of
Section 32 of the General Terms and Conditions of this
tariff and the terms of the Gas Transportation Contract
between Releasing Shipper and Transporter. For less than
maximum rate transactions only, converting daily rate to
monthly rate is accomplished by multiplying the daily
rate times the number of days in the rate period,
dividing the result by the number of months in the rate
period, and taking the remainder out to 5 decimal places
and rounding up or down to 4 decimal places. Converting
a monthly rate to a daily rate is accomplished by
multiplying the monthly rate by the number of months in
the rate period, dividing the result by the number of
days in the rate period and taking the remainder out to
5 decimal places and rounding up or down to 4 decimal
places.
28.15 Fees.
(a) Marketing Fee. When a Releasing Shipper reaches an
agreement with Transporter to actively market its
released capacity (beyond simply posting
<PAGE>
release information on Transporter's Electronic Bulletin
Board), the Releasing Shipper shall pay the fee for such
service negotiated by Transporter and Releasing Shipper.
(b) The Releasing Shipper will be responsible for any
filing fee(s), as defined in Section 18.4 of this
Tariff, that is necessitated by its capacity release
transaction.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 28.16 Billing Replacement Shipper.
No. 106A Transporter shall directly bill the Replacement Shipper
for the released capacity it has acquired and for any other
applicable charges in accordance with this Section 28. The
Replacement Shipper shall pay the billed amounts directly to
Transporter in accordance with Section 14 of the General
Terms and Conditions of Transporter's currently effective
FERC Gas Tariff.
28.17 Releasing Shipper's Credit for Replacement Demand
Charges Billed to a Replacement Shipper for Released
Capacity. When Transporter bills a Replacement Shipper for
capacity released to it from a Releasing Shipper,
Transporter shall simultaneously credit that Releasing
Shipper for the full amount of the Replacement Demand Charge
(or its volumetric equivalent as determined pursuant to
Section 28.14 of the General Terms and Conditions) billed to
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 107 the Replacement Shipper in connection with the release
transaction. A Releasing Shipper paying Transporter a
discounted Transportation Demand Charge is entitled to
receive a credit equal to the full amount of the Replacement
Demand Charge (or its volumetric equivalent as determined
pursuant to Section 28.14 of the General Terms and
Conditions) billed to the Replacement Shipper even if that
charge exceeds Releasing Shipper's discounted Transportation
Demand Charge. This credit will be reduced by the amount of
any applicable marketing or other fees described in Section
28.15 to the extent such fees have not already been paid.
28.18 Obligations of Releasing Shipper. Where capacity has
been released for the entire
<PAGE>
remaining term of a Releasing Shipper's Gas Transportation
Contract, the Releasing Shipper may request Transporter to
amend its Gas Transportation Contract to reflect that
release of capacity. Unless Transporter agrees in writing to
such an amendment, which may be conditioned on exit fees or
other terms and conditions, the Releasing Shipper shall
remain bound by and liable for payment of the Transportation
Demand Charge(s) applicable to the released capacity. In the
event that the Replacement Shipper(s) fails to pay any or
all of the amount of its Replacement Demand Charge(s) in a
timely manner, all the terms of Section 14.3 of this Tariff
with regard to non-payment shall apply. In no event, shall
any remedy under Section 14.3 relieve the Releasing Shipper
from its obligations under its Gas Transportation Contract
for Firm Reserved Service or this Tariff. In no event shall
the fact that Transporter has followed the credit evaluation
procedures provided in Section 3 of this Tariff release the
Releasing Shipper from its obligations to pay the
Transportation Demand Charge(s) applicable to the released
capacity.
28.19 Priority of Released Capacity. Capacity released under
the terms of this Section 28 shall have the same priority as
the capacity held by the Releasing Shipper under its
original Gas Transportation Contract, which shall include
the right to alternative Receipt and Delivery Points set
forth in Section 7 of this Tariff.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised 28.20 Segmented Capacity Releases. The right to
Sheet Alternate Receipt and Delivery Points shall be
No. 107A limited with respect to a Releasing Shipper that
releases, and a Replacement Shipper that acquires,
all or a portion of such Releasing Shipper's firm
capacity along a path (or segment) on Transporter's
pipeline system that represents less than the entire
path between the Primary Receipt Point(s) and Primary
Delivery Point(s) as set forth in Schedules 1 and 2,
respectively, appended to the Releasing Shipper's Gas
Transportation Contract for Firm Reserved Service. A
Releasing Shipper that releases such segmented
capacity shall not be entitled to nominate quantities
corresponding to the retained segmented capacity at:
(a) the Receipt and Delivery Points to which the
released segmented capacity relates; (b) any Receipt
or Delivery Points to which the released segmented
capacity relates; (c) at any Receipt Point located
upstream of the Primary Receipt Point, if the
released segmented capacity relates to such Primary
<PAGE>
Receipt Point; and (d) at any Delivery Point located
downstream of the Primary Delivery Point if the
released segmented capacity relates to such Primary
Delivery Point. A Replacement Shipper that acquires
such segmented capacity shall not be entitled to
nominate quantities corresponding to the released
segmented capacity at: (a) the Receipt and Delivery
Points to which the retained segmented capacity
relates; and (b) any Receipt or Delivery Points
located on Transporter's system between the Receipt
and Delivery Points to which the retained segmented
capacity relates.
28.21 Recall and Reput of Capacity. If a Releasing Shipper
provided notice that the released capacity is recallable
and/or reputable pursuant to Section 28.6, and if the
Releasing Shipper wishes to exercise this right, then the
Releasing Shipper shall provide notice to Transporter and
the Replacement Shipper prior to 8:00 a.m. Central Time on
the nomination day. There should be no partial day recalls
of capacity. Transporter shall support the function of
reputting by Releasing Shippers.
--------------------------------------------------------------------------------
Issued on: November 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 108 29. PREGRANTED ABANDONMENT & THE RIGHT OF FIRST
REFUSAL
29.1 Purpose. This Section 29 sets forth the specific
terms and conditions applicable to Transporters
pregranted abandonment authority, the termination of
Transporters obligations under certain Gas
Transportation Contracts and Shippers right of first
refusal as provided by Order Nos. 636 and 636-A.
29.2 Applicability. This Section 29 applies to Gas
Transportation Contracts executed between Transporter
and any Shipper pursuant to Part 284, 18 C.F.R. Part
284, open access ITS or RTS Rate Schedules, where the
Gas Transportation Contract either terminates by its
terms or is terminated by Transporter pursuant to the
terms of the Gas Transportation Contract.
29.3 Definitions. For purposes of this Section
29, the following definitions will apply:
(a) Short-Term Gas Transportation Contract for
Firm Reserved Service. The term Short-Term Gas
Transportation Contract for
<PAGE>
Firm Reserved Service shall mean any Gas
Transportation Contract for Firm Reserved Service
having a primary term of less than one year.
(b) Long-Term Gas Transportation Contract for Firm
Reserved Service. The term Long-Term Gas
Transportation Contract for Firm Reserved Service
shall mean any Gas Transportation Contract for
Firm Reserved Service having a primary term of one
year or more.
(c) Existing Shipper. The term Existing Shipper
shall mean the Shipper for which Transporter
provides service under any executed Gas
Transportation Contract subject to this Section 29
and which either pre-qualifies for
creditworthiness under Section 3 of these General
Terms and Conditions or satisfies the provisions
of Transporters FERC Gas Tariff applicable to the
credit evaluations set forth in Section 3 of these
General Terms and Conditions.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 109
(d) Offering Shipper. The term Offering Shipper
shall mean any Shipper that submits a bid pursuant
to Section 29.6 (d) for all or a portion of the
capacity to be made available upon termination of
a Long-Term Gas Transportation Contract for Firm
Reserved Service pursuant to this Section 29.
(e) Notice of Election. The term Notice of
Election shall mean the notice that an Existing
Shipper provides Transporter, as prescribed in
Section 29.6 (b), that the Existing shipper
intends to exercise its right of first refusal
upon termination of its Long-Term Gas
Transportation Contract for Firm Reserved Service.
(f) Bid Notification. The term Bid Notification
shall mean the notification of a bid that an
Offering Shipper submits to Transporter, as
prescribed in Section 29.6 (d), for all or a
portion of the capacity available as a result of
termination of a Long-Term Gas Transportation
Contract for Firm Reserved Service.
(g) Best Bid. The term Best Bid shall mean the bid
that Transporter determines, on a
nondiscriminatory, objective basis, is the best
<PAGE>
bid, as prescribed in Section 29.6(h), that
Offering Shippers have offered for capacity
available under the terminating Long-Term Gas
Transportation Contract for Firm Reserved Service.
If a bid is received for a Negotiated Rate or
Negotiated Rate Formula pursuant to Section 32 of
these General Terms and Conditions, the value of
the bid shall be determined in accordance with the
provisions of Section 32 of the General Terms and
Conditions and shall in no event exceed the
Recourse Rate.
(h) Competing Offer. The term Competing Offer
shall mean the Best Bid that Transporter accepts
and presents to an Existing Shipper for the
Existing Shipper to match under the Bid Matching
Procedures prescribed in Section 29.6(j).
29.4 Pregranted Abandonment of Short-Term Gas
Transportation Contracts for Firm Reserved Service and
Gas Transportation Contracts for Interruptible Service.
Upon the expiration of the contractual term of a
Short-Term Gas Transportation Contract for Firm
Reserved Service or any Gas Transportation Contract for
Interruptible Service, Transporter has pregranted
authority to abandon service under the Contract and
Transporter shall have no further obligation to render
service under the Contract pursuant to Section 7(b) of
the
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 110 Natural Gas Act and Section 284.221(d) of the
Commissions Regulations, unless otherwise provided in
the Short-Term Gas Transportation Contract for Firm
Reserved Service or the Gas Transportation Contract for
Interruptible Service.
29.5 Pregranted Abandonment of Long-Term Gas
Transportation Contract for Firm Reserved Service. Upon
the expiration of the contractual term of a Long-Term
Gas Transportation Contract for Firm Reserved Service,
Transporter has pregranted authority to abandon that
service and Transporter shall have no further
obligation to render service under the Long-Term Gas
Transportation Contract for Firm Reserved Service
pursuant to Section 7(b) of the Natural Gas Act and
Section 284.221 (d) of the Commissions Regulations,
unless (I) otherwise provided in the Long-Term Gas
Transportation Contract for Firm Reserved Service; or
(ii) the Existing Shipper elects to exercise its right
of first refusal as prescribed in Section 29.6 below.
<PAGE>
29.6 Right of First Refusal.
(a) Existing Shippers Right of First Refusal. Upon
expiration of a Long-Term Gas Transportation
Contract for Firm Reserved Service, the Existing
Shipper will have a right of first refusal as
prescribed in this Section 29.6. The Existing
Shipper may elect to retain all or a portion of
the capacity to its Right of First Refusal. If the
Existing Shipper elects to retain only a portion
of the available capacity, Transporter has
pregranted authority to abandon the remaining
service and Transporter shall have no further
obligation to render that remaining service under
the Long-Term Gas Transportation Contract for Firm
Reserved Service pursuant to Section 7(b) of the
Natural Gas Act and Section 284.221(d) of the
Commissions Regulations. Upon receipt of a Notice
of Election from an Existing Shipper, Transporter
will post information relevant to the notice, as
provided in Section 29.6(c) below. To the extent
the Existing Shipper either satisfies the Bid
Matching Procedures of Section 29.6(j) or reaches
mutual agreement with Transporter pursuant to
Section 29.6(k), Transporter will continue service
to the Existing Shipper upon execution of a Gas
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
Original
Sheet
No. 111
Transportation Contract containing the agreed-upon
terms. To the extent the Existing Shipper fails to
satisfy the Bid Matching Procedures of Section
29.6(k), or the extent Transportation and the
Existing Shipper fail to reach mutual agreement,
Transporter has pregranted authority to abandon
the Existing Shippers service and Transporter
shall have no further obligation to render service
under the Existing Shippers Long-Term Gas
Transportation Contract for Firm Reserved Service
pursuant to Section 7(b) of the Natural Gas Act
and Section 284.221(d) of the Commissions
Regulations as of the date of termination of the
Existing Shippers Long-Term Gas Transportation
Contract for Firm Reserved Service.
(b) Existing Shippers Notice of Election to
Exercise its Right of First Refusal. Any Existing
Shipper that elects to exercise its Right of First
Refusal upon termination of a Long-Term Gas
Transportation Contract for Firm
<PAGE>
Reserved Service shall provide Transporter with a
Notice of Election in writing or via Transporters
Electronic Bulletin Board not later than (i) the
date set forth in the Gas Transportation Contract
for Firm Reserved Service, or (ii) if no such date
is specified, the following date: (a) for Gas
Transportation Contracts of five (5) years or
more, thirty (30) months prior to the expiration
of the term of the Gas Transportation Contract;
provided, however, that Transporter shall give the
Existing Shipper sixty (60) days notice of such
date; (b) for Gas Transportation Contracts of
thirty (30) months or more, but less than five (5)
years, eighteen (18) months prior to the
expiration of the term of the Gas Transportation
Contract; provided, however, that Transporter
shall give the Existing Shipper forty-five (45)
days notice of such date; or (c) for Gas
Transportation Contracts of more than one (1)
year, but less than thirty (30) months, twelve
(12) months prior to the expiration of the term of
the Gas Transportation Contract; provided,
however, that Transporter shall give the Existing
Shipper thirty (30) days notice of such date. For
each day that Transporter is late in giving
notice, the Existing Shippers Notice of Election
date shall be delayed by a corresponding number of
days. If Transporter elects to terminate a
Long-Term Gas Transportation Contract for Firm
Reserved Service pursuant to the terms of the
Contract, Transporter shall provide the Existing
Shipper notice of termination in writing or via
Transporters Electronic
--------------------------------------------------------------------------------
Issued on: July 19, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 111A Bulletin Board not later than (i) the date set
forth for notice in the Long-Term Gas
Transportation Contract for Firm Reserved Service,
or (ii) if no such date is specified, the
following date; (a) for Gas Transportation
Contracts of five (5) years or more, thirty (30)
months prior to the expiration of the term of the
Contract; (b) for Gas Transportation Contracts of
thirty (30) months or more, but less than five (5)
years, eighteen (18) months prior to the
expiration of the term of the Contract; or (c) for
Gas Transportation Contracts of more than one (1)
year, but less than thirty (30) months, twelve
(12) months prior to the expiration of the term of
<PAGE>
the Contract. Any Existing Shipper that elects to
exercise its Right of First Refusal with respect
to such a Gas Transportation Contract shall
provide Transporter with a Notice of Election in
writing or via Transporters Electronic Bulletin
Board by the following date: (i) within sixty (60)
days of receiving Transporters notice of
termination for Gas Transportation Contracts of
five (5) years or more; (ii) within forty-five
(45) days of receiving Transporters notice of
termination for Gas Transportation Contracts of
thirty (30) or more months, but less than five (5)
years; or (iii) within thirty (30) days of
receiving Transporters notice of termination for
Gas Transportation Contracts of more than one (1)
year, but less than thirty (30) months.
--------------------------------------------------------------------------------
Issued on: July 19, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 112 (c) Posting of Existing Shipper's Notice of
Election. Within two (2) days of receiving a
Notice of Election, Transporter will post on its
Electronic Bulletin Board the following
information regarding the capacity subject to the
Notice of Election:
(i) the capacity available under the
terminating Gas Transportation Contract,
stated in Dth/d;
(ii) the Receipt and Delivery Point(s) at
which capacity is available and the firm
capacity available at those point(s);
(iii) the date the capacity will be available
upon termination of the Gas Transportation
Contract;
(iv) the maximum rate applicable to each
Receipt and Delivery Point for transportation
service under the terminating Gas
Transportation Contract; and
(v) any other terms that may be relevant.
(d) Open Season. Immediately upon posting the
information relevant to an Existing Shipper's
Notice of Election, Transporter will hold an open
season for a period of not less than five (5)
days. During the open season, Offering Shipper(s)
may submit a Bid Notification to Transporter in
writing or via Transporter's Electronic Bulletin
Board.
<PAGE>
(e) Posting of Offering Shipper's Bid
Notification. To constitute a valid bid, the
Offering Shipper must either currently pre-qualify
for creditworthiness under Section 3 of these
General Terms and Conditions or satisfy the
provisions of Transporter's FERC Gas Tariff
applicable to requests for firm gas transportation
service and credit evaluations set forth in
Section 3 of these General Terms and Conditions.
Within one (1) Business Day of Transporter's
receipt of a Bid Notification, Transporter will
evaluate the Bid Notification to determine whether
it satisfies the terms of this Section 29 and will
notify the Offering Shipper of any deficiencies.
If no deficiencies exist, Transporter will
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 113
post all information relevant to the Bid
Notification on Transporter's Electronic Bulletin
Board with all other Bid Notifications at the end
of the open season. Once Transporter posts the
Offering Shipper's Bid Notification the bid will
be an offer to enter into a Gas Transportation
Contract that remains open and on Transporter's
Electronic Bulletin Board until (i) Transporter
accepts a bid; (ii) Transporter rejects all bids;
or (iii) the Offering Shipper withdraws its Bid
Notification in writing or via Transporter's
Electronic Bulletin Board, whichever occurs first.
Under no circumstances will a Bid Notification
bind any party until all appropriate Gas
Transportation Contracts have been executed in
accordance with the terms and conditions of
Transporter's FERC Gas Tariff.
(f) Offering Shipper's Bid Notification. The
Offering Shipper's Bid Notification shall include:
(i) the Offering Shipper's legal name and the
number of the terminating Gas Transportation
Contract;
(ii) the capacity for which the Offering
Shipper seeks transportation service, stated
in Dth/d;
(iii) the Receipt and Delivery Points;
(iv) the proposed commencement and termination
dates for the service to be provided;
<PAGE>
(v) the maximum rate the Offering Shipper is
willing to pay for the transportation service;
and
(vi) any other terms that may be relevant.
(g) Offering Shipper's Bid Notification Deposit.
The Offering Shipper shall tender a check made out
to Transporter as a Bid Notification deposit in
the amount of $10,000 within ten (10) days of
posting of its Bid Notification. Transporter will
return the Offering Shipper's deposit if (i)
Transporter rejects the Offering Shipper's bid;
(ii) the Offering Shipper fails to meet all of
Transporter's FERC Gas Tariff provisions governing
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 114 Shippers eligibility; or (iii) pursuant to its
Right of First Refusal, the Existing Shipper
matches the Offering Shippers bid, whichever
occurs first. Transporter will refund the entire
deposit within ten (10) days of the event
triggering the obligation to return. If
Transporter executes a Gas Transportation Contract
pursuant to agreed-upon terms with the Offering
Shipper, Transporter shall credit the amount of
the deposit to Shippers invoice for the first
month of the requested transportation service. If,
however, the Offering Shipper (i) withdraws the
Bid Notification before the bid is rejected or
before the Existing Shipper matches the bid, or
(ii) fails to execute a Gas Transportation Contact
as provided in Section 29.6 (l), Transporter will
retain the deposit as liquidated damages.
(h) Transporters Review of Offering Shippers Bids.
Transporter will evaluate all bids in accordance
with the procedures set forth in Sections 3.2 and
3.3 of Rate Schedule RTS.
(i) [Reserved]
(j) Bid Matching Procedure. If Transporter accepts
a Best Bid as a Competing Offer for purposes of
this Bid Matching Procedure, Transporter will
inform the Existing Shipper of the terms of the
Competing Offer. Transporter will only present
Competing Offers that Transporter received in
writing or via its Electronic Bulletin Board and
has substantially accepted in principle in an
<PAGE>
arms-length transaction. Within thirty (30) days
of receiving the terms of the Competing Offer, the
Existing Shipper must notify Transporter whether
Shipper agrees to match the Competing Offer.
Failure to notify Transporter within the thirty
(30) day period shall constitute an irrevocable
waiver of the Existing Shippers right of first
refusal with respect
--------------------------------------------------------------------------------
Issued on: October 31, 1995 Effective: December 1, 1995
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet
No. 115 to the Competing Offer. To match the Competing
Offer, the Existing Shipper must match the highest
present value of the first five (5) years of the
Competing Offer. If the Existing Shipper agrees to
match the Competing Offer, Transporter will
provide transportation service to the Existing
Shipper upon execution of a Gas Transportation
Contract containing the terms agreed-upon in the
matched offer. If the Existing Shipper elects not
to match the Competing Offer, Transporter has
pregranted authority to abandon that service and
Transporter shall have no further obligation to
render service under the Existing Shippers Gas
Transportation Contract pursuant to Section 7(b)
of the Natural Gas Act and Section 284.221(d) of
the Commissions Regulations, and Transporter will
provide transportation service to the Shipper that
offered the Competing Offer upon execution of a
Gas Transportation Contract containing the terms
agreed-upon in the Competing Offer. Transporter
will post the terms of the accepted offer on its
Electronic Bulletin Board.
(k) Negotiation Procedures Between Transporter and
Existing Shipper. If no Shipper offers a competing
bid or Transporter rejects all bids received,
Transporter and the Existing Shipper may negotiate
and mutually agree to terms and conditions
applicable to a new Gas Transportation Contract
for Firm Reserved Service. If Transporter and the
Existing Shipper have not reached agreement on the
terms and conditions for a new Gas Transportation
Contract for Firm Reserved Service upon
termination of the existing Long-Term Gas
Transportation Contract for Firm Reserved Service,
Transporter must continue to provide service to
the Existing Shipper only if that Shipper agrees
to pay the maximum rate permitted under
Transporter FERC Gas Tariff for a term that the
Existing Shipper elects; provided, however, the
Existing Shipper must elect the length of the
extended term sixty
<PAGE>
(60) days prior to termination of the extended
term. If the Existing Shipper refuses to pay the
maximum authorized rate, Transporter has
pregranted authority to abandon service and
Transporter shall have no further obligation to
render service under the Existing Shippers Gas
Transportation Contract pursuant to Section 7(b)
of the
--------------------------------------------------------------------------------
Issued on: August 6, 1997 Effective: September 5, 1997
--------------------------------------------------------------------------------
First GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Natural Gas Act and Section 284.221 (d) of the
No. 116 Commissions Regulations as of the date of
termination of the existing Long-Term Gas
Transportation Contract for Firm Reserved Service.
(1) Failure to Execute a Gas Transportation
Contract. If the Offering Shipper fails to execute
a Gas Transportation Contract according to the
agreed-upon terms thirty (30) days from the date
the Contract is tendered to the Offering Shipper,
Transporter will continue to provide the Existing
Shipper service at the Existing Shippers Gas
Transportation Contract rate and Transporter will
hold a second open season as prescribed in Section
29.6(d). The Bid Notification and Bid Matching
Procedures will be repeated. If the Existing
Shipper fails to execute a Gas Transportation
Contract according to the agreed-upon terms thirty
(30) days from the date the Contract is tendered
to the Existing Shipper, Transporter will initiate
procedures for offering available capacity as
prescribed in Section 3 of the RTS and ITS Rate
Schedules.
30. ELECTRONIC BULLETIN BOARD
30.1 Applicability. Transporters Electronic Bulletin Board
will provide all Shippers equal and timely access to
information relevant to the availability of firm and
interruptible transportation and park and loan service. The
Electronic Bulletin Board will be available on a
nondiscriminatory basis to any party (User) that has
compatible equipment for electronic transmission of data,
provided that User has been assigned a user identification
(USERID) and password and agrees to comply with the
procedures for access to the Electronic Bulletin Board and
with the procedures for use of the system set forth in this
Section 30. Any party may contact Transporter to obtain a
USERID and information regarding procedures for access.
30.2 System Description. Transporters Electronic
<PAGE>
Bulletin Board is PC based and TTY Compatible. The Electronic
Bulletin Board provides on-line help; a search function that
permits a User to locate all information concerning a
specific transaction; menus that permit a User to access
separately each record in the transportation log; notices of
available capacity; offers by Shippers to assume or acquire
capacity pursuant to
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Section 28.13; and Order No. 497 standards of conduct
No. 117 information. Users may electronically download files and
split extremely large documents into smaller files prior to
that download. Transporter will periodically purge completed
transactions from its Electronic Bulletin Board files.
Information on the most recent entries will appear before
older information.
30.3 Back-up Records and Archived Material. Transporter
maintains and retains daily back-up records of the
information displayed on the Electronic Bulletin Board for
three years and permits a User to review those records, which
are archived and reasonably accessible. A User must contact
Transporter with a written request to retrieve back-up
records or archived material. Transporter will make archived
information available on electronic form for a $100.00 fee.
30.4 User Transactions Via Transporters Electronic
Bulletin Board. Any User may use Transporter Electronic
Bulletin Board to:
(a) Provide nominations pursuant to these General
Terms and Conditions;
(b) Execute its Right of First Refusal as an Existing
Shipper pursuant to Section 29 of these General Terms
and Conditions or submit a bid as an Offering Shipper
under that section; and
(c) Participate in Transporters Capacity Release
Program pursuant to Section 28 of these General
Terms and Conditions.
30.5 Information Accessible Via Transporters
Electronic Bulletin Board. Any User may obtain the
following information via Transporters Electronic
Bulletin Board:
(a) Information concerning:
<PAGE>
(i) The availability of capacity for Firm and
Interruptible Transportation at Receipt Points, on
the mainline and at Delivery Points, and of
capacity for Park and Loan Service at Parking and
Loan Points;
(ii) Whether the capacity is available from
Transporter directly, in association with exercise
of a Shippers Right of First Refusal, or through
Transporters Capacity Release Program;
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Seventh GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (iii) Offers by Shippers to assume or acquire
No. 118 capacity pursuant to Section 28.13;
(iv) Offers of discount rates to marketing
affiliates of Transporter and procedures for
similarly-situated non-affiliates to obtain
comparable discounts;
(v) Notice of Shippers' monthly Measurement
Variance Gas Factor;
(vi) Notice of termination of an Operational
Balancing Agreement;
(vii) Notices of planned routine repair,
maintenance and other construction or testing
procedures, as provided in Section 20 of these
General Terms and Conditions;
(viii) Notice of Advisories under Rate
Schedule PAL;
(ix) Currently effective systemwide
Injection/Withdrawal and Daily Balance Rates;
(x) Quantities available under the cashout
mechanism specified in Rate Schedule PAL;
(xi) Monthly New York City Gate prices as
published in Natural Gas Week; and
(xii) An Index of Shippers provided in
accordance with 18 C.F.R. 284.106 and 284/223.
(b) A listing of Receipt Points on Transporter's
system including the following information:
(i) Designation of Receipt Point;
<PAGE>
(ii) Location of Receipt Points;
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet (iii) Operator name and phone number;
No. 119
and
(iv) Total firm capacity subscribed at the
Receipt Point.
(c) A listing of Delivery Points on Transporters
system including the following information:
(i) Designation of Delivery Point;
(ii) Location of Delivery Point;
(iii) Operator name and phone number;
and
(iv) Total firm capacity subscribed at the
Delivery Point;
(d) Transporters currently effective FERC Gas
Tariffs General Terms and Conditions.
(e) The following information for each transportation
contract between Transporter and any marketing affiliate
of Transporter executed during the previous three years:
(i) the name of the shipper;
(ii) its affiliation with Transporter;
(iii) the contract number; and
(iv) the date on which such shipper requested
service pursuant to this tariff.
30.6 Any provisions of this FERC Gas Tariff requiring that
matters be written or in writing are satisfied by either
Shippers or Transporters use of electronic transmission
through the Electronic Bulletin Board in accordance with the
procedures for using the system. All other provisions not
included in the Tariff pertaining to gas transportation
requiring items on information to be written or in writing
remain unchanged.
<PAGE>
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Eighth GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet 31. COMPLIANCE WITH GISB STANDARDS.
No. 120
Transporter has adopted all of the Business Practices and
Electronic Communications Standards which are required by the
Commission in 18 CFR Section 284.10 (b) in accordance with Order
No. 587, et al. In addition to those GISB standards elsewhere
referred to in the tariff, Transporter is incorporating herein the
following GISB standards, definitions, and data sets, Version 1.3
by reference:
1.2.2, 1.2.5, 1.2.8, 1.2.9, 1.2.10, 1.2.11, 1.3.2(vi), 1.3.19,
1.3.20, 1.3.21, 1.3.23, 1.3.24, 1.3.25 1.3.27, 1.3.32, 1.3.34,
1.3.35, 1.3.36, 1.3.42, 1.3.43, 1.4.1, 1.4.2, 1.4.3, 1.4.4, 1.4.5,
1.4.6, 1.4.7, 2.3.9, 2.3.10, 2.3.11, 2.3.12, 2.3.13, 2.3.16,
2.3.17, 2.3.18, 2.3.19, 2.3.20, 2.3.21, 2.3.22, 2.3.23, 2.3.24,
2.3.25, 2.3.27, 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, 2.4.6, 3.3.1,
3.3.2, 3.3.3, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.9, 3.3.10,
3.3.11, 3.3.12, 3.3.13, 3.3.16, 3.3.17, 3.3.18, 3.3.19, 3.3.20,
3.3.21, 3.3.22, 3.4.1, 3.4.2, 3.4.3, 3.4.4, 4.2.1, 4.2.2, 4.2.3,
4.2.4, 4.2.5, 4.2.6, 4.2.7, 4.2.8, 4.3.1, 4.3.2, 4.3.3, 4.3.6,
4.3.7, 4.3.8, 4.3.9, 4.3.10, 4.3.11, 4.3.12, 4.3.13, 4.3.14,
4.3.15, 4.3.16, 4.3.17, 4.3.18, 4.3.19, 4.3.20, 4.3.21, 4.3.22,
4.3.23, 4.3.24, 4.3.25, 4.3.26, 4.3.27, 4.3.28, 4.3.29, 4.3.30,
4.3.31, 4.3.32, 4.3.33, 4.3.34, 4.3.35, 5.2.1, 5.3.8, 5.3.11,
5.3.17, 5.3.18, 5.3.20, 5.3.21, 5.3.23, 5.3.30, 5.4.1, 5.4.2,
5.4.3, 5.4.4, 5.4.5, 5.4.6, 5.4.7, 5.4.8, 5.4.9, 5.4.10, 5.4.11,
5.4.12, 5.4.13, 5.4.14, 5.4.15, 5.4.16, 5.4.17
If there is a conflict between any of these GISB standards and
other portions of this FERC Gas Tariff, the GISB standards will
control.
--------------------------------------------------------------------------------
Issued on: August 4, 1999 Effective: August 1, 1999
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised 32. NEGOTIATED RATES
Sheet
No. 121 32.1 PRECONDITIONS TO NEGOTIATED RATES
Rates to be charged by Transporter for service to any
Shipper under Rate Schedule RTS or ITS may deviate in
either form or level or both from the applicable maximum
rate level in this Tariff, subject to the following
provisions:
<PAGE>
(a) Transporter and Shipper have executed a valid Gas
Transportation Contract containing therein a specific
mutual understanding that Negotiated Rate(s) or a
Negotiated Rate Formula will apply to service for
that Shipper, and the specific terms of that
understanding have been set forth on Schedule 3 of
that Gas Transportation Contract;
(b) At the time of execution of the Gas
Transportation Contract, which first provides for the
applicability to Shipper of the Negotiated Rate(s) or
Negotiated Rate Formula, service was available
pursuant to the terms and conditions (not modified by
this Section 32) of Rate Schedule RTS or ITS of this
Tariff, as applicable; and
(c) No later than the Business Day on which
Transporter commences service at such a Negotiated
Rate or Negotiated Rate Formula (or if the day on
which Transporter commences service is not a Business
Day, then no later than the next Business Day after
Transporter commences service), Transporter will file
a tariff sheet advising the Commission of such
Negotiated Rate or Negotiated Rate Formula, stating
the name of Shipper, the type of service, the Receipt
and Delivery Point(s) applicable to the service, the
volume of the gas to be transported, any other
charges, and specifying either: (i) the specific
Negotiated Rate included in such Gas Transportation
Contract; or (ii) the Negotiated Rate Formula
included in such Gas Transportation Contract with
sufficient specificity such that the rate in effect
from time to time can be readily calculated. The
tariff sheet must also incorporate a statement that
the Gas Transportation Contract does not deviate from
the form of Service Agreement in any material
respect.
--------------------------------------------------------------------------------
Issued on: November 26, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
2nd Sub. GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised 32.2 CAPACITY ALLOCATION AND CURTAILMENT
Sheet
No. 122 In determining the best bid for right of first refusal
and in allocating capacity, Transporter will consider
only revenues that would be generated by a demand or
reservation rate or other form of revenue guarantee,
<PAGE>
such as a usage charge associated with a minimum volume
commitment. In the event that the revenue generated
pursuant to the Negotiated Rate(s) or Negotiated Rate
Formula would exceed the revenue generated at the
Recourse Rate, for the purposes of capacity allocation
or curtailment, the Shipper paying such Negotiated Rate
or a rate under a Negotiated Rate Formula shall be
treated as if the rate equals the Recourse Rate. Any
Shipper, existing or new, paying the Recourse Rate has
the same right to capacity as a Shipper willing to pay
a higher Negotiated Rate or rate under a Negotiated
Rate Formula. If the Negotiated Rate or the rate under
a Negotiated Rate Formula is higher than the
corresponding Recourse Rate, the Recourse Rate rather
than the Negotiated Rate will be used as the price cap
for the Right of First Refusal pursuant to Section 29
of these General Terms and Conditions. Where the
Negotiated Rate or a rate under a Negotiated Rate
Formula results in revenue that is greater than the
Recourse Rate during certain portions of the relevant
evaluation period, but less than the revenue at the
Recourse Rate during other portions of the relevant
evaluation period (but the revenue pursuant to the
Negotiated Rate or rate under a Negotiated Rate Formula
equals or exceeds that which would be generated at the
Recourse Rate for the entire evaluation period), the
value of bids, requests and rates at a Negotiated Rate
or a rate under a Negotiated Rate Formula shall be
evaluated as though the Recourse Rate applied under
such bid, request or rate for the entire evaluation
period. Where the Negotiated Rate or rate under the
Negotiated Rate Formula results in revenue that is less
than the revenue at the Recourse Rate over the relevant
evaluation period, the value of the bids, requests or
rates at the Negotiated Rate or rate under the
Negotiated Rate Formula shall be evaluated based on
such lower revenue and shall be afforded a
correspondingly lower priority than bids, requests or
rates at the Recourse Rate.
--------------------------------------------------------------------------------
Issued on: June 10, 1998 Effective: November 16, 1997
--------------------------------------------------------------------------------
Substitute GENERAL TERMS AND CONDITIONS (Continued)
Second
Revised 32.3 MONTHLY BILL
Sheet
No. 123 Where a Shipper is receiving service under a
Negotiated Rate or a rate under a Negotiated Rate
Formula, the monthly bill for such firm reserved
service rendered under Rate Schedule RTS or such
interruptible service under Rate Schedule ITS shall
be determined in accordance with the terms of the Gas
Transportation Contract between Transporter and
Shipper.
<PAGE>
32.4 ACCOUNTING FOR COSTS AND REVENUES
Transporter will maintain separate records of Negotiated
Rate and Negotiated Rate Formula transactions for each
billing period. These records shall include the volumes
transported, the billing determinants, the rates charged
and the revenue received associated with such
transactions. Transporter will separately identify such
transactions in Statements G, I and J (or their
equivalent) filed in any general rate proceeding.
--------------------------------------------------------------------------------
Issued on: November 26, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Sheet Nos. 124 through 135 reserved for
No. 124-135 future use.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second GENERAL TERMS AND CONDITIONS (Continued)
Revised
Sheet Sheet Nos. 136 through 137 reserved for
No. 136-137 future use.
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Original GENERAL TERMS AND CONDITIONS (Continued)
Sheet
No. 138-140 Sheet Nos. 138 through 140 reserved for
future use.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE
Sheet
No. 141 This Contract is made as of the [date] day of [month], [year]
by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
Delaware limited partnership, herein called Transporter, and
[name of SHIPPER], a [state] [entity], herein called Shipper,
pursuant to the following recitals and representations:
WHEREAS, Transporter has received and accepted a Certificate
<PAGE>
of Public Convenience and Necessity issued by the Federal Energy
Regulatory Commission, authorizing Transporter to own, construct
and operate a natural gas transmission system, herein called
Transporters System;
WHEREAS, Transporters System extends in a southeasterly direction
from a point on the international border between the United States
and Canada near Iroquois, Ontario/Waddington, New York, where
Transporters facilities interconnect with those of TransCanada
PipeLines Limited, (TransCanada) through the States of Connecticut
and New York, to its terminus near South Commack, New York;
WHEREAS, Shipper has entered or is about to enter into certain
contract(s) with third parties for the purchase and sale of
natural gas (Shippers Contracts);
WHEREAS, Shipper represents that the purchaser of the gas under
Shippers Contracts, either Shipper or a third-party purchaser, as
the case may be, has received and accepted all necessary
regulatory and governmental approvals to purchase and, if
appropriate, import gas pursuant to Shippers Contracts;
WHEREAS, Shipper represents that the seller of the gas under
Shippers Contracts, either Shipper or a third-party seller, as the
case may be, has received and accepted all necessary regulatory
and governmental approvals to sell and, if appropriate, export gas
pursuant to Shippers Contracts;
--------------------------------------------------------------------------------
Issued on: October 31, 1995 Effective: December 1, 1995
--------------------------------------------------------------------------------
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE (Continued)
Sheet
No. 142 WHEREAS, Transporter has received and accepted all necessary
regulatory and governmental approvals to construct and
operate Transporters System and to transport such gas on
behalf of Shipper; and
WHEREAS, Transporter and Shipper now desire to establish the terms
and conditions under which Transporter will render firm, reserved
transportation services to Shipper by entering into this Gas
Transportation Contract for Firm Reserved Transportation Service;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein assumed, Transporter and Shipper agree as
follows:
ARTICLE I - SCOPE OF CONTRACT
1. On the Commencement Date and each day thereafter on which
Shipper and Transporter schedule gas for transportation
<PAGE>
hereunder, Shipper shall cause the Scheduled Input Quantity to be
delivered to Transporter at the Receipt Point(s).
2. On the Commencement Date and each day thereafter, Transporter
shall make the Scheduled Equivalent Quantity available to or on
behalf of Shipper at the Delivery Point(s) on a firm basis.
3. Shipper shall be solely responsible for securing faithful
performance by the suppliers of natural gas under Shipperis
Contracts and/or any applicable upstream or downstream shippers in
all matters which may affect Transporters performance hereunder,
and Transporter shall not be liable hereunder to Shipper as a
result of the failure of said gas supplier(s) and/or any
applicable upstream or downstream shippers to so perform.
ARTICLE II - RESERVATION OF FIRM TRANSPORTATION CAPACITY
1. Shipper hereby reserves the right to cause Transporter to
receive from or for the account of Shipper at each Receipt Point
on any day such quantities of natural gas up to the Maximum Input
Quantity for such Receipt Point
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: Novembery 16, 1997
--------------------------------------------------------------------------------
Second PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE (Continued)
Sheet
No. 143 as set forth on the currently effective Schedule 1 appended
hereto and Transporter shall make available to or on behalf of
Shipper at each Delivery Point on any day the Equivalent Quantity
not to exceed the Maximum Equivalent Quantity for each Delivery
Point as set forth on the currently effective Schedule 2 appended
hereto;
2. Transporter shall make available to Shipper the transportation
service reserved under this Article II on the days and for the
quantities of gas for which such service has been reserved,
subject to Shippers compliance with the terms and conditions of
this Contract.
ARTICLE III - RATE
1. Except where a Negotiated Rate or Negotiated Rate Formula is
applicable, for each Dth of Scheduled Equivalent Quantity on any
day, Shipper agrees to pay and shall pay the applicable Maximum
Transportation Commodity Rate specified in the RTS Rate Schedule
as in effect on the day the transportation service is rendered;
provided, however, that in the event that Transporter determines,
in its sole discretion, to render transportation service on behalf
of Shipper for a Discounted Transportation Commodity Rate,
Transporter shall notify Shipper in writing of the amount of
<PAGE>
such Discounted Transportation Commodity Rate, the day(s) on which
such rate shall be in effect and the quantities to which such rate
applies. For each Dth of Scheduled Equivalent Quantity to which a
Discounted Transportation Commodity Rate applies, as set forth in
Transporters notice, Shipper agrees to pay and shall pay the
applicable Discounted Transportation Commodity Rate in lieu of the
Maximum Transportation Commodity Rate. For each Dth of Scheduled
Equivalent Quantity to which a Negotiated Rate or a rate under a
Negotiated Rate Formula applies, Shipper agrees to pay and shall
pay any applicable Negotiated Rate or rate under a Negotiated Rate
Formula set forth in the currently effective Schedule 3 appended
hereto, in lieu of the Maximum Transportation Commodity Rate.
2. Except where a Negotiated Rate or a Negotiated Rate Formula is
applicable, on the Commencement Date and each day thereafter, for
each Dth per day of the Maximum Input Quantity at each Receipt
Point, Shipper agrees to pay and shall pay the applicable Maximum
Transportation Demand Rate specified in the RTS Rate Schedule as
in effect on the day for which transportation capacity has been
reserved; provided, however, that in the event that Transporter
determines, in its sole discretion, to render transportation
service on behalf of
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE (Continued)
Sheet
No. 144 Shipper for a Discounted Transportation Demand Rate,
Transporter shall notify Shipper in writing of the amount of
such Discounted Transportation Demand Rate, the day(s) on
which such rate shall be in effect and the quantities to
which such rate applies. For each Dth of the Maximum Input
Quantity at each Receipt Point to which a Discounted
Transportation Demand Rate applies, as set forth in
Transporters notice, Shipper agrees to pay and shall pay the
applicable Discounted Demand Rate in lieu of the Maximum
Transportation Demand rate. For each Dth of the Maximum Input
Quantity at each Receipt Point to which a Negotiated Rate or
a rate under a Negotiated Rate Formula applies, Shipper
agrees to pay and shall pay any applicable Negotiated Rate or
rate under a Negotiated Rate Formula set forth in the
currently effective Schedule 3 appended hereto, in lieu of
the Maximum Transportation Demand Rate.
3. For each Dth of Scheduled Equivalent Quantity on any day,
Shipper agrees to pay and shall pay any applicable GRI and ACA
Adjustments, Deferred Asset Surcharge, and any other applicable
surcharge specified in the RTS Rate Schedule as in effect on the
day the transportation service is rendered.
<PAGE>
4. Shipper agrees that Transporter shall have the unilateral right
to file with the FERC and make changes effective in (a) the rates
and charges applicable to service pursuant to Transporters RTS
Rate Schedule, or (b) any provision of the General Terms and
Conditions applicable to such rate schedules. Transporter agrees
that Shipper may contest any such filing or changes and may
request the FERC to determine just and reasonable rates and/or
terms or conditions of service for Transporter when Shipper
believes Transporters rates and/or terms or conditions of service
may be unjust, unreasonable, unduly discriminatory or
preferential.
ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Contract and all terms and provisions contained or
incorporated herein are subject to the provisions of the RTS Rate
Schedule and of the General Terms and Conditions of Transporters
FERC Gas Tariff as such may be revised or superseded from time to
time, which RTS Rate Schedule and General Terms and Conditions are
by this reference made a part hereof. All of the terms defined in
Transporters Tariff shall have the same meaning wherever used in
this Contract.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Third PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE (Continued)
Sheet
No. 145 1. The Commencement Date shall be [the latter of] [____] [or
such date on which the natural gas facilities required to enable
Transporter to render transportation service to Shipper hereunder
are constructed, installed and made operational, as shall be set
forth in Transporters Final Notice to Shipper].
2. This Contract shall be effective as of the date first herein
above written; provided, however, that Transporter shall be under
no obligation to receive or to deliver any quantities of natural
gas hereunder and Shipper shall be under no obligation for any
payments hereunder prior to the Commencement Date.
3. This Contract shall continue in force and effect until
[expiration date], and year to year thereafter unless terminated
by either party upon twelve (12) months prior written notice to
the other; provided, however, that if the FERC authorizes
Transporter to abandon service to Shipper on an earlier date, this
Contract shall terminate as of such earlier date.
ARTICLE VI - NOTICES
Notices to Transporter shall be addressed to:
<PAGE>
Iroquois Gas Transmission System, L.P.
c/o Iroquois Pipeline Operating Co.
One Corporate Drive, Suite 600
Shelton, Connecticut 06484
Attn: Marketing and Transportation
Notices to Shipper hereunder shall be addressed to:
[Name of Shipper]
[address]
Either party may change its address under this Article by written
notice to the other party.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE (Continued)
Sheet
No. 146 ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT
Any entity which shall succeed by purchase, merger or
consolidation to the properties, substantially as an entirety, of
either Transporter or Shipper, as the case may be, shall be
entitled to the rights and shall be subject to the obligations of
its predecessor in title under this Contract. Any party may,
without relieving itself of its obligations under this Contract,
assign any of its rights hereunder to an entity with which it is
affiliated, but otherwise no assignment of this Contract or of any
of the rights or obligations hereunder shall be made unless there
first shall have been obtained the written consent thereto of
Shipper in the event of an assignment by Transporter or
Transporter in the event of an assignment by Shipper, which
consents shall not be unreasonably withheld. It is agreed,
however, that the restrictions on assignment contained in
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Sheet SERVICE (Continued)
No. 147
this Article VII shall not in any way prevent either party to
this Contract from pledging or mortgaging its rights hereunder as
security for its indebtedness.
ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
OPERATOR
Shipper acknowledges and agrees that (a) Transporter is a
<PAGE>
Delaware limited partnership; (b) Shipper shall have no recourse
against any Partner in Transporter with respect to Transporters
obligations under this Contract and that its sole recourse shall
be against the partnership assets, irrespective of any failure to
comply with applicable law or any provision of this Contract; (c)
no claim shall be made against any Partner under or in connection
with this Contract; (d) Shipper shall have no right of
subrogation to any claim of Transporter for any capital
contributions from any Partner to Transporter; (e) no claims
shall be made against the Operator, its officers, employees, and
agents, under or in connection with this Contract and the
performance of Operators duties as Operator (provided that this
shall not bar claims resulting from the gross negligence or
willful misconduct of Operator, its officers, employees or
agents); and Shipper shall provide Operator with a waiver of
subrogation of Shippers insurance company for all such claims,
and (f) this representation is made expressly for the benefit of
the Partners in Transporter and Operator.
ARTICLE IX - LAW OF CONTRACT
The interpretation and performance of this Contract shall be in
accordance with and controlled by the laws of the State of New
York.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Sheet SERVICE (Continued)
No. 148
IN WITNESS WHEREOF, the parties hereto have caused this Contract
to be duly executed in duplicate counterparts by their proper
officers thereunto duly authorized, as of the date first
hereinabove written.
ATTEST: IROQUOIS GAS TRANSMISSION
SYSTEM, L.P.
By Its Agent
IROQUOIS PIPELINE OPERATING
COMPANY
_________________________ By_________________________
ATTEST: By_________________________
ATTEST: [NAME OF SHIPPER]
<PAGE>
_________________________ By_________________________
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Sheet SERVICE (Continued)
No. 148A
SCHEDULE 1
Receipt Point:
Maximum Input Quantity:
Pressure:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Sheet SERVICE (Continued)
No. 148B
SCHEDULE 2
Delivery Point:
Maximum Equivalent Quantity:
Pressure:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Sheet SERVICE (Continued)
No. 148C
SCHEDULE 3
Negotiated Rate or Rate Formula:
Transporter and Shipper have mutually agreed that Shipper
will pay the [(following Negotiated Rate) or (rate
calculated in accordance with the following Negotiated Rate
Formula)]:
<PAGE>
Monthly Bill:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised SERVICE
Sheet
No. 149 This Contract is made as of the [date] day of [month], [year]
by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
Delaware limited partnership, herein called Transporter, and
[name of shipper] a [state] [entity], herein called Shipper,
pursuant to the following recitals and representations:
WHEREAS, Transporter has received and accepted a Certificate of
Public Convenience and Necessity issued by the Federal Energy
Regulatory Commission, authorizing Transporter to own, construct
and operate a natural gas transmission system, herein called
Transporters System;
WHEREAS, Transporters System extends in a southeasterly direction
from a point on the international border between the United States
and Canada near Iroquois, Ontario/Waddington, New York, where
Transporters facilities interconnect with those of TransCanada
PipeLines Limited, (TransCanada) through the States of Connecticut
and New York, to its terminus near South Commack, New York;
WHEREAS, Shipper has entered into or is about to enter into
certain contract(s) with third parties for the purchase and sale
of natural gas (Shippers Contracts);
WHEREAS, Shipper represents that the purchaser of the gas under
Shippers Contracts, either Shipper or a third-party purchaser, as
the case may be, has received and accepted all necessary
regulatory and governmental approvals to purchase and, if
appropriate, to import gas pursuant to Shippers Contracts;
WHEREAS, Shipper represents that the seller of the gas under
Shippers Contracts, either Shipper or a third-party seller, as the
case may be, has received and accepted all necessary regulatory
and governmental approvals to sell and, if appropriate, to export
gas pursuant to Shippers Contracts;
--------------------------------------------------------------------------------
Issued on: October 31, 1995 Effective: December 1, 1995
--------------------------------------------------------------------------------
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised SERVICE (Continued)
Sheet
No. 150 WHEREAS, Transporter has received and accepted all necessary
regulatory and governmental approvals to construct and
<PAGE>
operate Transporters System and to transport such gas on
behalf of Shipper; and
WHEREAS, Transporter and Shipper now desire to establish the terms
and conditions under which Transporter will render interruptible
transportation services to Shipper by entering into this Gas
Transportation Contract for Interruptible
Transportation Service;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein assumed, Transporter and Shipper agree as
follows:
ARTICLE I - SCOPE OF CONTRACT
1. On the Commencement Date and each day thereafter on which
Shipper and Transporter schedule gas for transportation hereunder,
Shipper shall cause the Scheduled Input Quantity to be delivered
to Transporter at the Receipt Point(s).
2. On the Commencement Date and each day thereafter on which the
Scheduled Input Quantity is delivered to Transporter at the
Receipt Point(s) pursuant to Section 1 of this Article I,
Transporter shall, subject to interruption of service by
Transporter in accordance with this Contract and Transporters
Tariff, make the Scheduled Equivalent Quantity, available to or on
behalf of Shipper at the Delivery Point(s).
3. Shipper shall be solely responsible for securing faithful
performance by the suppliers of natural gas under Shipper's
Contracts and/or any applicable upstream or downstream shippers in
all matters which may affect Transporters performance hereunder,
and Transporter shall not be liable hereunder to Shipper as a
result of the failure of gas supplier(s) and/or any applicable
upstream or downstream shippers to so perform.
ARTICLE II - INTERRUPTIBLE TRANSPORTATION CAPACITY
1. Shipper hereby contracts for the right to cause
Transporter to receive from or for the account of
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised SERVICE (Continued)
Sheet
No. 151 Shipper at each Receipt Point such quantities of natural gas
up to the Maximum Input Quantity for such Receipt Point as
set forth on the currently effective Schedule 1 appended
hereto, on any day on which Transporter has interruptible
capacity available to Shipper, and Transporter shall make
available to or on behalf of Shipper on an interruptible
<PAGE>
basis at each Delivery Point on such day the Equivalent
Quantity, not to exceed the Maximum Equivalent Quantity for
each Delivery Point as set forth on the currently effective
Schedule 2 appended hereto.
2. Transporter shall make available to Shipper the transportation
service contracted for under this Article II on the days and for
the quantities of gas for which Transporter has interruptible
capacity available to Shipper, subject to Shippers compliance with
the terms and conditions of this Contract.
ARTICLE III - RATE
1. Except where a Negotiated Rate or Negotiated Rate Formula is
applicable, for each Dth of Scheduled Equivalent Quantity on any
day, Shipper agrees to pay and shall pay the applicable Maximum
Transportation Commodity Rate specified in ITS Rate Schedule as in
effect on the day the transportation service is rendered;
provided, however, that in the event that Transporter determines,
in its sole discretion, to render transportation service on behalf
of Shipper for a Discounted Transportation Commodity Rate,
Transporter shall notify Shipper in writing of the amount of such
Discounted Transportation Commodity Rate, the day(s) on which such
rate shall be in effect and the quantities to which such rate
applies. For each Dth of Scheduled Equivalent Quantity to which a
Discounted Transportation Commodity Rate applies, as set forth in
Transporters notice, Shipper agrees to pay and shall pay the
applicable Discounted Transportation Commodity Rate in lieu of the
Maximum Transportation Commodity Rate. For each Dth of Scheduled
Equivalent Quantity to which a Negotiated Rate or a rate under a
Negotiated Rate Formula applies, Shipper agrees to pay and shall
pay any applicable Negotiated Rate or rate under a Negotiated Rate
Formula set forth in the currently effective Schedule 3 appended
hereto, in lieu of the Maximum Transportation Commodity Rate.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 151A
2. For each Dth of Scheduled Equivalent Quantity on any day,
Shipper agrees to pay and shall pay the applicable GRI and ACA
Adjustments, Deferred Asset Surcharge and any other applicable
surcharge specified in the ITS Rate Schedule as in effect on the
day the transportation service is rendered.
3. Shipper agrees that Transporter shall have the
unilateral right to file with the FERC and make changes
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
<PAGE>
--------------------------------------------------------------------------------
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised SERVICE (Continued)
Sheet
No. 152 effective in (a) the rates and charges applicable to service
pursuant to Transporters ITS Rate Schedule, or (b) any
provision of the General Terms and Conditions applicable to
such rate schedule. Transporter agrees that Shipper may
contest any such filing or changes, and may request the FERC
to determine just and reasonable rates and/or terms or
conditions of service for Transporter when it believes
Transporters rates and/or terms or conditions of service may
be unjust, unreasonable, unduly discriminatory or
preferential.
ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Contract and all terms and provisions contained or
incorporated herein are subject to the provisions of the ITS Rate
Schedule and of the General Terms and Conditions of Transporters
FERC Gas Tariff as such may be revised or superseded from time to
time, which ITS Rate Schedule and General Terms and Conditions are
by this reference made a part hereof. All of the terms defined in
Transporters Tariff shall have the same meaning wherever used in
this Contract.
ARTICLE V - TERM
1. The Commencement Date shall be [the latter of] [or such date on
which the natural gas facilities required to enable Transporter to
render transportation service to Shipper hereunder are
constructed, installed and made operational, as shall be set forth
in Transporters Final Notice to Shipper].
2. This Contract shall be effective as of the date first herein
above written; provided, however, that Transporter shall be under
no obligation to receive or to deliver any quantities of natural
gas hereunder and Shipper shall be under no obligation for any
payments hereunder prior to the Commencement Date.
3. This Contract shall continue in force and effect until
[expiration date], and year to year thereafter, subject to
Shippers ongoing satisfaction of the applicable Availability
provisions of the ITS Rate Schedule of Transporters effective FERC
Gas Tariff (with the exception of Paragraph 1 (a) thereof), unless
terminated by either party upon ninety (90) days prior written
notice to the other; provided, however, that if the
--------------------------------------------------------------------------------
Issued on: October 31, 1995 Effective: December 1, 1995
--------------------------------------------------------------------------------
Third PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
<PAGE>
Revised SERVICE (Continued)
Sheet
No. 153 FERC authorizes transporter to abandon service to Shipper on
an earlier date, this contract shall terminate as of such
earlier date.
ARTICLE VI - NOTICES
Notices to Transporter shall be addressed to:
Iroquois Gas Transmission System, L.P.
c/o Iroquois Pipeline Operating Company
One Corporate Drive, Suite 600
Shelton, Connecticut 06484
Attn: Manager, Marketing &
Transportation
Notices to Shipper hereunder shall be addressed to:
[Name of Shipper]
[address]
Either party may change its address under this Article by written
notice to the other party.
ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT
Any entity which shall succeed by purchase, merger or
consolidation to the properties, substantially as an entirety, of
either Transporter or Shipper, as the case may be, shall be
entitled to the rights and shall be subject to the obligations of
its predecessor in title under this Contract. Any party may,
without relieving itself of its obligations under this Contract,
assign any of its rights hereunder to an entity with which it is
affiliated, but otherwise no assignment of this Contract or of any
of the rights or obligations hereunder shall be made unless there
first shall have been obtained the written consent thereto of
Shipper in the event of an assignment by Transporter or
Transporter in the event of an assignment by Shipper, which
consents shall not be unreasonably withheld. It is agreed,
however, that the restrictions on assignment contained in this
Article VII shall not in any way prevent either party to this
Contract from pledging or mortgaging its rights hereunder as
security for its indebtedness.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 154
ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
OPERATOR
<PAGE>
Shipper acknowledges and agrees that (a) Transporter is a
Delaware Limited partnership; (b) Shipper shall have no recourse
against any Partner in Transporter with respect to the
obligations of Transporter under this Contract and that its sole
recourse shall be against the partnership assets, irrespective of
any failure to comply with applicable law or any provision of
this Contract; (c) no claim shall be made against any Partner
under or in connection with this Contract; (d) Shipper shall have
no right of subrogation to any claim of Transporter for any
capital contributions from any Partner to Transporter; (e) no
claims shall be made against the Operator, its officers,
employees, and agents, under or in connection with this Contract
and the performance of Operators duties as Operator (provided
that this shall not bar claims resulting from the gross
negligence or willful misconduct of Operator, its officers,
employees or agents) and Shipper shall provide Operator with a
waiver of subrogation of Shippers insurance company for all such
claims, and (f) this representation is made expressly for the
benefit of the Partners in Transporter and Operator.
ARTICLE IX - LAW OF CONTRACT
The interpretation and performance of this Contract shall be in
accordance with and controlled by the laws of the State of New
York.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 155
IN WITNESS WHEREOF, the parties hereto have caused this Contract
to be duly executed in duplicate counterparts by their proper
officers thereunto duly authorized, as of the date first
hereinabove written.
ATTEST: IROQUOIS GAS TRANSMISSION
SYSTEM, L.P.
By Its Agent
IROQUOIS PIPELINE OPERATING
COMPANY
_________________________ By_________________________
ATTEST: By_________________________
<PAGE>
ATTEST: [NAME OF SHIPPER]
_________________________ By_________________________
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 155A
SCHEDULE 1
Receipt Point:
Maximum Input Quantity:
Pressure:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 155B
SCHEDULE 2
Delivery Point:
Maximum Equivalent Quantity:
Pressure:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Original PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Sheet SERVICE (Continued)
No. 155C
SCHEDULE 3
Negotiated Rate or Rate Formula:
Transporter and Shipper have mutually agreed that Shipper
will pay the [(following Negotiated Rate) or (rate
calculated in accordance with the following
<PAGE>
Negotiated Rate Formula)]:
Monthly Bill:
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First PRO FORMA
Revised BLANKET CAPACITY RELEASE AGREEMENT
Sheet
No. 156 This Agreement is made as of the [date] day of [month],
[year], by and between Iroquois Gas Transmission System,
L.P., a Delaware limited partnership, herein called
"Transporter," and [name of Releasing Shipper], a [state]
[entity], herein called "Releasing Shipper," pursuant to the
following recitals and representations:
WHEREAS Transporter and Releasing Shipper have executed a Gas
Transportation Contract for Firm Reserved Service dated [date],
identified as Contract No. [#];
WHEREAS Releasing Shipper desires or will desire to release all or
a portion of the capacity reserved by it under such Gas
Transportation Contract for use by a Replacement Shipper pursuant
to the Capacity Release Provisions set forth in Section 28 of the
General Terms and Conditions of Transporter's FERC Gas Tariff;
WHEREAS Transporter has entered into a Blanket Gas Transportation
Contract for Firm Reserved Service with approved Replacement
Shippers pursuant to the provisions of Section 28 of the General
Terms and Conditions of Transporter's FERC Gas Tariff, such that
the effective CRORs of these Replacement Shippers will be
identical to the corresponding CRORs of the Releasing Shipper;
WHEREAS Transporter and Releasing Shipper now desire to establish
the terms and conditions under which Releasing Shipper will
release all or a portion of its firm capacity on a temporary or
permanent basis;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein assumed, Transporter and Releasing Shipper agree
as follows:
ARTICLE I SCOPE AND PURPOSE OF THE RELEASE
1. During the period set forth in each CROR attached
hereto, and subject to the Special Conditions of
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
<PAGE>
First Release and Quantity Limitations set forth in each such CROR,
Revised Releasing Shipper agrees to release all or part of its firm
Sheet capacity to Transporter. Releasing Shipper agrees that
No. 157 subject to any recall rights stated in the applicable CROR,
it will not request or be entitled to receive service under its
Gas Transportation Contract for Firm Reserved Service to the
extent and during the period that such service has been released
hereunder and that Releasing Shipper's Gas Transportation Contract
for Firm Reserved Service will effectively be amended to such
extent.
2. To the extent that Releasing Shipper does not hereunder release
all of its right to service under its Gas Transportation Contract
for Firm Reserved Service and/or if the term of Releasing
Shipper's Gas Transportation Contract for Firm Reserved Service
extends beyond the period of the release as described in the CROR,
Transporter agrees to provide service to Releasing Shipper under
such Gas Transportation Contract as such Gas Transportation
Contract is amended by the provisions of the CROR.
ARTICLE II - RATE CREDITING PROVISIONS
1. Releasing Shipper's Transportation Demand Charge shall be
credited each month by the Transportation Demand Charge billed to
Replacement Shipper(s) by Transporter (hereinafter the
"Replacement Demand Charge"), subject to such further crediting
conditions as may be outlined in the CROR and in Section 28 of the
General Terms and Conditions of Transporter's currently effective
FERC Gas Tariff.
2. Releasing Shipper shall remain liable to Transporter for the
full amount of the Transportation Demand Charge for any month in
which the Replacement Shipper(s) fails to pay all or any portion
of the Replacement Demand Charge owing under the Replacement
Shipper's effective CROR.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Original PRO FORMA CAPACITY RELEASE AGREEMENT (Continued)
Sheet
No. 158 ARTICLE III - CAPACITY RELEASE MARKETING FEES
Releasing Shipper shall pay Transporter any applicable marketing
fees set forth in Section 28 of the General Terms and Conditions
of Transporters currently effective FERC Gas Tariff.
ARTICLE IV - GENERAL TERMS AND CONDITIONS
Releasing Shippers release of capacity shall be subject to the
provisions set forth in Section 28 of the General Terms and
conditions section of Transporters FERC Gas Tariff, which
provisions are incorporated herein by reference.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed in several counterparts by their proper
officers thereunto duly authorized, as of the date first
hereinabove written.
ATTEST: IROQUOIS GAS TRANSMISSION
SYSTEM, L.P.
By Its Agent
IROQUOIS PIPELINE OPERATING
COMPANY
_________________________ By_________________________
ATTEST: [NAME OF RELEASING SHIPPER]
_________________________ By_________________________
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
First CROR
Revised
Sheet Capacity Release Offer Report Offer No:
No. 158A
Releasor Pipeline
Contract
Release Term Start
Release Term End
Min. Rate. Min. % Max Rate Max. Tariff
Rate
Min. Quantity Max. Quantity
Locations
Summary
Bidding Period to
Release Term (days) to
Indicators
Discount Previously Released
Permanent Release Special Terms
Re-Releasable Contingent Bids
Acceptable
Standalone Offer Recall/Reput
<PAGE>
Pre-arranged
Disclosure of
minimums
Quantity
Rate
Term
Locations and
Quantities
Description Zone Leg Sec OBA Use Qty
Quantity Type
Rates
Bidding Units Rate Form
Max Tariff Rate Min. Commitment
Minimum Rate Min Commitment Qty
Minimum % Max Rate Pressure Unit
Rate basis
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Original
Sheet Pre-arranged Bidder
No. 158B Bidder Company Contact
Phone Fax
Email Bid %
Matching Deadline Bid Amount
Affiliate Of
Conditions
Contingent bid terms
Contingency end date
Special terms
Recall/reput
Recall/reput terms
Contact
Contact Phone No. Fax No.
Email Posting date
Notes
Evaluation
Expected Award
Evaluation Method
Description
<PAGE>
Tie Breaking Method
Current Bids
Term Qty-dth Rate Amt Rate % Est. Valuation Status
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Original Capacity Release Bid Report Offer No:
Sheet
No. 158C
Rate/Term
Rate Amount
Rate %
Term Start
Term End
Locations/Quantities
Description Zone Leg Sec OBA Use Qty
Conditions
Contingent bid
Standalone bid
Award minimum
Special Terms
Bidder
Company Contact
Phone No. Fax No.
Email Posting date
Affiliate Of
Notes
Volumetric Commitment
Quantity Minimum Volumetric Quantity
Percent Minimum Volumetric Percent
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second PRO FORMA
Revised BLANKET GAS TRANSPORTATION CONTRACT FOR
Sheet FIRM RESERVED SERVICE WITH REPLACEMENT SHIPPER
No. 159
This Contract is made as of the _____ day of _________,
_______ by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P.,
a Delaware limited partnership, herein called
<PAGE>
"Transporter," and [Company], a [state] [legal entity], herein
called "Shipper," pursuant to the following recitals and
representations:
WHEREAS Transporter has received and accepted a Certificate
of Public Convenience and Necessity issued by the Federal Energy
Regulatory Commission, authorizing Transporter to own, construct
and operate a natural gas transmission system, herein called
"Transporter's System;"
WHEREAS Transporter's System extends in a southeasterly
direction from a point on the international border between the
United States and Canada near Iroquois, Ontario/Waddington, New
York, where Transporter's facilities interconnect with those of
TransCanada PipeLines Limited ("TransCanada"), through the States
of Connecticut and New York, to its terminus near South Commack,
New York;
WHEREAS Shipper has obtained or is about to obtain capacity
released from a Releasing Shipper pursuant to the terms of Section
28 of the General Terms and Conditions of Transporter's FERC Gas
Tariff and the specific terms and conditions described in each
effective Capacity Release Offer Report ("CROR") which is appended
hereto, and which is identical to the CRORs of such Releasing
Shippers;
WHEREAS each effective CROR appended to this Contract
constitutes a separate transaction for purposes of Section 4 of
the General Terms and Conditions of Transporter's FERC Gas Tariff
and sets forth the Term of the release transaction, the rate
Shipper is obligated to pay, the Receipt and Delivery Points
Shipper may use, the maximum quantity of capacity Shipper has
available for its use at these points, and other relevant terms
and conditions associated with Shipper's acquisition of the
released capacity;
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second WHEREAS Shipper has entered or is about to enter into
Revised gas purchase agreement(s) with Gas Supplier(s) for the
Sheet purchase and sale of natural gas;
No. 160
WHEREAS [Shipper] has received and accepted all necessary
regulatory and governmental approvals to purchase and, if
appropriate, import gas pursuant to the aforesaid gas purchase
agreement(s);
WHEREAS Gas Supplier(s) has received and accepted all
necessary regulatory and governmental approvals to sell and, if
appropriate, export gas pursuant to the aforesaid gas purchase
agreement(s);
WHEREAS Transporter has received and accepted all necessary
regulatory and governmental approvals to construct
<PAGE>
and operate Transporter's System and to transport such gas on
behalf of Shipper; and
WHEREAS Transporter and Shipper now desire to establish the
terms and conditions under which Transporter will render firm,
reserved transportation services to Shipper by entering into this
Gas Transportation Contract for Firm Reserved Transportation
Service;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein assumed, Transporter and Shipper agree as
follows:
ARTICLE I - SCOPE OF CONTRACT
1. So long as Shipper satisfies the provisions of Section 3
of the General Terms and Conditions of Transporter's FERC Gas
Tariff, including the creditworthiness standards therein, and upon
the execution and effectiveness of this Contract, Shipper shall be
qualified to bid from time to time on releases of capacity (or
acquire such capacity as a Prearranged Replacement Shipper) as set
forth in Section 28 of those General Terms and Conditions. If at
any time a bid submitted by Shipper is accepted by Transporter,
Transporter will post on its EBB an addendum to this Contract in
the format set forth on its EBB as a CROR.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
First Each CROR is an integral part of this Contract; shall be
Revised deemed to incorporate the terms of this Contract; and shall
Sheet be binding on the Parties. Shipper agrees to advise
No. 160A Transporter of any material change in the information
previously provided to Transporter pursuant to Section 3 of the
General Terms and Conditions of Transporter's Tariff.
2. During the Term of this Contract, on each day on which
Shipper and Transporter schedule gas for transportation
hereunder, Shipper shall cause the Scheduled Input Quantity to be
delivered to Transporter at the Receipt Point(s).
3. On each day during the Term of this Contract, Transporter
shall make the Scheduled Equivalent Quantity available to or on
behalf of Shipper at the Delivery Point(s) on a firm basis.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second 4. Shipper shall be solely responsible for securing
Revised faithful performance by Gas Supplier(s) and/or any applicable
<PAGE>
Sheet upstream or downstream Shippers in all matters which may
No. 161 affect Transporter's performance hereunder, and Transporter
shall not be liable hereunder to Shipper as a result of the
failure of Gas Supplier(s) and/or any applicable upstream or
downstream Shippers to so perform.
ARTICLE II - RESERVATION OF FIRM TRANSPORTATION CAPACITY
1. Shipper hereby reserves the right to cause Transporter to
receive from or for the account of Shipper at each Receipt Point
on any day such quantities of natural gas up to the Maximum Input
Quantity for such Receipt Point as set forth on the currently
effective CROR, and Transporter shall make available to or on
behalf of Shipper at each Delivery Point on any day the Equivalent
Quantity, not to exceed the Maximum Equivalent Quantity for each
Delivery Point as set forth on the currently effective CROR;
provided, however, Shipper's right to request service hereunder,
and Transporter's obligation to provide such service, shall be
subject to the provisions of any Capacity Release Agreement
executed by Shipper and Transporter; and, provided further,
Shipper's right to request service hereunder and Transporter's
obligation to provide such service shall be subject to the terms
and conditions stated in each effective CROR.
2. Transporter shall make available to Shipper the
transportation service reserved under this Article II on the days
and for the quantities of gas for which such service has been
reserved, subject to Shipper's compliance with the terms and
conditions of this Contract.
ARTICLE III - RATE
1. During the Term of this Contract, for each Dth of
Scheduled Equivalent Quantity on any day, Shipper agrees to pay
and shall pay the applicable Maximum Transportation Commodity Rate
specified in the RTS Rate Schedule as in
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Substitute effect on the day the transportation service is rendered;
Second provided, however, that in the event that Transporter determines,
Revised in its sole discretion, to render transportation service on behalf
Sheet of Shipper for a Discounted Transportation Commodity Rate,
No. 162 Transporter shall notify Shipper in writing of the amount of such
Discounted Transportation Commodity Rate, the day(s) on which such
rate shall be in effect and the quantities to which such rate
applies. For each Dth of Scheduled Equivalent Quantity to which a
Discounted Transportation Commodity Rate applies, as set forth in
Transporter's notice, Shipper agrees to pay and shall pay the
applicable Discounted Transportation Commodity Rate in lieu of the
<PAGE>
Maximum Transportation Commodity Rate.
2. During the Term of this Contract, for each Dth per day of
the Maximum Input Quantity, at each Receipt Point, Shipper agrees
to pay and shall pay the demand rate set forth in each effective
CROR hereto, or, if applicable, its volumetric equivalent,
including any demand related fees, surcharges, and transition
costs.
3. If Shipper is a Releasing Shipper, as defined in Section
28 of the General Terms and Conditions, for each month, the
Transportation Demand Charge billed to Shipper shall be credited
in accordance with Section 4.3(h) of Rate Schedule RTS and Section
28.17 of the General Terms and Conditions.
4. For each Dth of Scheduled Equivalent Quantity on any day,
Shipper agrees to pay and shall pay the applicable GRI and ACA
Adjustments, Deferred Asset Surcharge, and any other applicable
surcharge specified in the RTS Rate Schedule as in effect on the
day the transportation service is rendered.
5. Shipper agrees that Transporter shall have the unilateral
right to file with the FERC and make changes effective in (a) the
rates and charges applicable to service pursuant to Transporter's
RTS Rate Schedules, or (b) any provision of the General Terms and
Conditions applicable to such rate schedules. Transporter agrees
that Shipper may contest any such filing or changes and may
request the FERC to determine just and reasonable rates and/or
terms or conditions of service for Transporter when Shipper
believes
--------------------------------------------------------------------------------
Issued on: July 15, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second Transporter's rates and/or terms or conditions of service may
Revised be unjust, unreasonable, unduly discriminatory or
Sheet preferential.
No. 163
ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Contract and all terms and provisions contained or
incorporated herein are subject to the provisions of the RTS Rate
Schedule and of the General Terms and Conditions of Transporter's
FERC Gas Tariff as such may be revised or superseded from time to
time, which RTS Rate Schedule and General Terms and Conditions are
by this reference made a part hereof. All of the terms defined in
Transporter's Tariff shall have the same meaning wherever used in
this Contract.
ARTICLE V - TERM
1. The Commencement Date shall be _________.
<PAGE>
2. This Contract shall be effective as of the date first
hereinabove written; provided, however, that Transporter shall be
under no obligation to receive or to deliver any quantities of
natural gas hereunder and Shipper shall be under no obligation for
any payments hereunder prior to the first day of the Term.
3. This Contract shall continue in force and effect until
[expiration date], and year to year thereafter, unless terminated
by either party upon ninety (90) days prior written notice to the
other; provided, however, that if the FERC authorizes Transporter
to abandon service to Shipper on an earlier date, this Contract
shall terminate as of such earlier date. Termination or expiration
of this Contract will also result in the termination of each CROR
which is effective.
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Third PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
Revised RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
Sheet
No. 164 ARTICLE VI - NOTICES
Notices to Transporter shall be addressed to:
Iroquois Gas Transmission
System, L.P.
c/o Iroquois Pipeline
Operating Company
One Corporate Drive
Suite 600
Shelton, Connecticut 06484
Attn: Marketing and
Transportation
Notices to Shipper hereunder shall be addressed to:
COMPANY
ADDRESS
CITY
Either party may change its address under this Article by written
notice to the other party.
ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT
Any entity which shall succeed by purchase, merger or
consolidation to the properties, substantially as an entirety, of
either Transporter or Shipper, as the case may be, shall be
entitled to the rights and shall be subject to the obligations of
its predecessor in title under this Contract. Any party may,
without relieving itself of its
<PAGE>
obligations under this Contract, assign any of its rights
hereunder to an entity with which it is affiliated, but otherwise
no assignment of this Contract or of any of the rights or
obligations hereunder shall be made unless there first shall have
been obtained the written consent thereto of Shipper in the event
of an assignment by Transporter or Transporter in the event of an
assignment by Shipper, which consents shall not be unreasonably
withheld. It is agreed, however, that the restrictions on
assignment contained in this Article VII shall not in any way
prevent either party to this Contract from pledging or mortgaging
its rights hereunder as security for its indebtedness.
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
Sheet RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
No. 165
ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
OPERATOR
Shipper acknowledges and agrees that (a) Transporter is a
Delaware limited partnership; (b) Shipper shall have no recourse
against any Partner in Transporter with respect to Transporters
obligations under this Contract and that its sole recourse shall
be against the partnership assets, irrespective of any failure to
comply with applicable law or any provision of this Contract; (c)
no claim shall be made against any Partner under or in connection
with this Contract; (d) Shipper shall have no right of
subrogation to any claim of Transporter for any capital
contributions from any Partner to Transporter; (e) no claims
shall be made against the Operator, its officers, employees, and
agents, under or in connection with this Contract and the
performance of Operators duties as Operator (provided that this
shall not bar claims resulting from the gross negligence or
willful misconduct of Operator, it officers, employees or agents)
and Shipper shall provide Operator with a waiver of subrogation
of Shippers insurance company for all such claims, and (f) this
representation is made expressly for the benefit of the Partners
in Transporter and Operator.
ARTICLE IX - LAW OF CONTRACT
The interpretation and performance of this Contract shall be in
accordance with and controlled by laws of the State of New York.
--------------------------------------------------------------------------------
Issued on: March 22, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
<PAGE>
First PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised SERVICE WITH REPLACEMENT SHIPPER (Continued)
Sheet
No. 166 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed in several counterparts by
their proper officers thereunto duly authorized, as of the
date first hereinabove written.
ATTEST: IROQUOIS GAS TRANSMISSION
SYSTEM, L.P.
By Its Agent
IROQUOIS PIPELINE OPERATING
COMPANY
_________________________ By_________________________
ATTEST: By_________________________
ATTEST: COMPANY
_________________________ By_________________________
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Second Capacity Release Offer Report Offer No:
Revised
Sheet
No. 167 Releasor Pipeline
Contract
Release Term Start
Release Term End
Min. Rate. Min. % Max Rate Max. Tariff
Rate
Min. Quantity Max. Quantity
Locations
Summary
Bidding Period to
Release Term (days) to
Indicators
Discount Previously Released
Permanent Release Special Terms
<PAGE>
Re-Releasable Contingent Bids
Acceptable
Standalone Offer Recall/Reput
Pre-arranged
Disclosure of
minimums
Quantity
Rate
Term
Locations and
Quantities
Description Zone Leg Sec OBA Use Qty
Quantity Type
Rates
Bidding Units Rate Form
Max Tariff Rate Min. Commitment
Minimum Rate Min Commitment Qty
Minimum % Max Rate Pressure Unit
Rate basis
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second
Revised Pre-arranged Bidder
Sheet Bidder Company Contact
No. 168
Phone Fax
Email Bid %
Matching Deadline Bid Amount
Affiliate Of
Conditions
Contingent bid terms
Contingency end date
Special terms
Recall/reput
Recall/reput terms
Contact
Contact Phone No. Fax No.
Email Posting Date
Notes
Evaluation
<PAGE>
Expected Award
Evaluation Method
Description
Tie Breaking Method
Current Bids
Term Qty-dth Rate Amt Rate % Est. Valuation Status
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
Second Capacity Release Bid Report Offer No:
Revised
Sheet
No. 169 Rate/Term
Rate Amount
Rate %
Term Start
Term End
Locations/Quantities
Description Zone Leg Sec OBA Use Qty
Conditions
Contingent bid
Standalone bid
Award minimum
Special Terms
Bidder
Company Contact
Phone No. Fax No.
Email Posting date
Affiliate Of
Notes
Volumetric Commitment
Quantity Minimum Volumetric Quantity
Percent Minimum Volumetric Percent
--------------------------------------------------------------------------------
Issued on: July 2, 1997 Effective: August 1, 1997
--------------------------------------------------------------------------------
First PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
<PAGE>
Revised RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
Sheet
No. 170 [RESERVED]
--------------------------------------------------------------------------------
Issued on: October 31, 1995 Effective: December 1, 1995
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT
Revised
Sheet This Contract is made as of the [date] day of [month], [year]
No. 171 by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
Delaware limited partnership, herein called Transporter, and [name
of shipper], a [state] [entity] herein called Shipper, pursuant to
the following recitals and representations:
WHEREAS, Transporter has received and accepted a Certificate of
Public Convenience and Necessity issued by the Federal Energy
Regulatory Commission, authorizing Transporter to own, construct
and operate a natural gas transmission system, herein called
Transporters System;
WHEREAS, Transporters System extends in a southeasterly direction
from a point on the international border between the United States
and Canada near Iroquois, Ontario/Waddington, New York, where
Transporters facilities interconnect with those of TransCanada
PipeLines Limited (TransCanada), through the States of Connecticut
and New York, to its terminus near South Commack, New York;
WHEREAS, Shipper has entered or is about to enter into certain
contract(s) with third parties for the purchase and sale of
natural gas (Shippers Contracts);
WHEREAS, Shipper represents that the purchaser of the gas under
Shippers Contracts, either Shipper or a third-party purchaser, as
the case may be, has received and accepted all necessary
regulatory and governmental approvals to purchase and, if
appropriate, import gas pursuant to Shippers Contracts;
WHEREAS, Shipper represents that the seller of the gas under
Shippers Contracts, either Shipper or a third-party seller, as the
case may be, has received and accepted all necessary regulatory
and governmental approvals to sell and, if appropriate, export gas
pursuant to Shippers Contracts;
WHEREAS, Transporter has received and accepted all necessary
regulatory and governmental approvals to construct and operate
Transporters System and to provide park and loan service on behalf
of Shipper; and
WHEREAS, Transporter and Shipper now desire to establish the terms
and conditions under which Transporter will render park and loan
service to Shipper by entering into this Park and Loan Service
Contract;
<PAGE>
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Third PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet NOW, THEREFORE, in consideration of the mutual covenants and
No. 172 agreements herein assumed, Transporter and Shipper agree as
follows:
ARTICLE I - SCOPE OF CONTRACT
1. On the Commencement Date and each day thereafter on which
Shipper and Transporter schedule parking service and subject to
the interruption of service by Transporter in accordance with this
Contract and Transporters Tariff, (i) Shipper shall cause the
Parked Quantity to be delivered to Transporter at the Parking
Point(s) and (ii) Transporter shall hold the Parked Quantity for
Shippers Account and, upon scheduling, redeliver any Parked
Quantities to or on behalf of Shipper at the Parking Point(s).
2. On the Commencement Date and each day thereafter on which
Shipper and Transporter schedule Loan Service and subject to the
interruption of service by Transporter in accordance with this
Contract and Transporters Tariff, (i) Transporter shall make
available to or on behalf of Shipper the Loaned Quantity at the
Loan Point(s) and (ii) upon scheduling, Shipper shall cause any
Loaned Quantities to be redelivered to Transporter at the Loan
Point(s).
3. Shipper shall be solely responsible for securing faithful
performance by the supplier(s) of natural gas under Shippers
Contracts and/or any applicable upstream or downstream shippers in
all matters which may affect Transporters performance hereunder,
and Transporter shall not be liable hereunder to Shipper as a
result of the failure of said gas supplier(s) and/or any
applicable upstream or downstream shippers to so perform.
4. In the event that Shipper wishes to move Parked Quantities or
Loaned Quantities from one Parking or Loan Point to another
Parking or Loan Point on Transporters system, Shipper shall be
responsible for arranging such transportation in accordance with
the provisions of Rate Schedules RTS or ITS and the General Terms
and Conditions of Transporters Tariff.
ARTICLE II - PARK AND LOAN CAPACITY
1. Shipper hereby contracts for the right (i) to cause
Transporter to receive from or for the account of Shipper at
each Parking Point such quantities of natural gas specified
by
<PAGE>
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet Shipper, which, upon scheduling shall be redelivered to
No. 173 Shipper to such Parking Point(s) and (ii) to cause
Transporter to make available to or for the account of Shipper at
each Loan Point such quantities of natural gas up to the Maximum
Balance Quantity as set forth on the currently effective Schedule
1 appended hereto, which, upon scheduling shall be redelivered to
Transporter by Shipper at such Loan Point(s).
2. Transporter shall make available to Shipper the park and loan
service contracted for under this Article II on the days and for
the quantities of gas for which Transporter has park and loan
capacity available to Shipper, subject to Shippers compliance with
the terms and conditions of this Contract.
ARTICLE III - RATE
1. For each Dth of the Injected Quantity and the Withdrawal
Quantity injected or withdrawn on any day, Shipper agrees to pay
and shall pay the applicable Maximum Injection/Withdrawal Rate
specified in Rate Schedule PAL as in effect on the day the park
and loan service is rendered; provided, however, that in the event
that Transporter determines, in its sole discretion, to render
park and loan service systemwide at a Discounted
Injection/Withdrawal Rate, Transporter shall post the amount of
such Discounted Injection/Withdrawal Rate, the day(s) on which
such rate shall be in effect and the quantities to which such rate
applies on its Electronic Bulletin Board. Such discounted rates
may vary on a daily basis. For each Dth of Injected Quantity and
Withdrawal Quantity to which a Discounted Injection/Withdrawal
Rate applies, as set forth on Transporters Electronic Bulletin
Board, Shipper agrees to pay and shall pay the applicable
Discounted Injection/Withdrawal Rate in lieu of the Maximum
Injection/Withdrawal Rate.
2. For each Dth of the Parked Balance and Loan Balance held for
Shippers account each day on Transporters System, Shipper agrees
to pay and shall pay the applicable Maximum Daily Balance Rate
specified in Rate Schedule PAL as in effect on the day the Park
and Loan Service is rendered; provided, however, that in the event
that Transporter determines, in its sole discretion, to render
park and loan service systemwide at a Discounted Daily Balance
Rate, Transporter shall post the amount of such Discounted Daily
Balance Rate, the day(s) on which such
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
<PAGE>
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet rate shall be in effect and the quantities to which such rate
No. 174 applies on its Electronic Bulletin Board. Such discounted
rates may vary on a daily basis. For each Dth of the Parked
Balance and Loan Balance to which a Discounted Daily Balance Rate
applies, as set forth on Transporters Electronic Bulletin Board,
Shipper agrees to pay and shall pay the applicable Discounted
Daily Balance Rate in lieu of the Maximum Daily Balance Rate.
3. For each Dth of the Injection Quantity, Shipper agrees to pay
and shall pay the applicable ACA Adjustment specified in Rate
Schedule PAL as in effect on the day the park and loan service is
rendered.
4. Shipper agrees that Transporter shall have the unilateral right
to file with the FERC and make changes effective in (a) the rates
and charges applicable to service pursuant to Transporters Rate
Schedule PAL, or (b) any provision of the General Terms and
Conditions applicable to such rate schedule. Transporter agrees
that Shipper may contest any such filing or changes and may
request the FERC to determine just and reasonable rates and/or
terms or conditions of service for Transporter when it believes
Transporters rates and/or terms or conditions of service may be
unjust, unreasonable, unduly discriminatory or preferential.
ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Contract and all terms and provisions contained or
incorporated herein are subject to the provisions of the Rate
Schedule PAL and of the General Terms and Conditions of
Transporters FERC Gas Tariff as such may be revised or superseded
from time to time, which Rate Schedule PAL and General Terms and
Conditions are by this reference made a part hereof. All of the
terms defined in Rate Schedule PAL and Transporters Tariff shall
have the same meaning wherever used in this Contract.
ARTICLE V - TERM
1. The Commencement Date shall be [date] .
2. This Contract shall be effective as of the date
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet first hereinabove written; provided, however, that
<PAGE>
No. 175 Transporter shall be under no obligation to provide park and
loan service hereunder and Shipper shall be under no obligation
for any payments hereunder prior to the Commencement Date.
3. This Contract shall continue in force and effect for a primary
term of one (1) year from the Commencement Date, and from year to
year thereafter unless either party terminates this Contract by
giving ninety (90) days notice to the other party.
ARTICLE VI - NOTICES
Iroquois Gas Transmission
System, L.P.
c/o Iroquois Pipeline
Operating Co.
One Corporate Drive, Suite
606
Shelton, Connecticut 06484
Attn: Marketing and
Transportation
Notices to Shipper hereunder shall be addressed to:
[Name of Shipper]
[address]
Either party may change its address under this Article by written
notice to the other party.
ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT
Any entity which shall succeed by purchase, merger or
consolidation to the properties, substantially as an entirety, of
either Transporter or Shipper, as the case may be, shall be
entitled to the rights and shall be subject to the obligations of
its predecessor in title under this Contract. Any party may,
without relieving itself of its obligations under this Contract,
assign any of its rights hereunder to an entity with which it is
affiliated, but otherwise no assignment of this Contract or of any
of the rights or obligations hereunder shall be made unless there
first shall have been obtained the written consent thereto of
Shipper in the event of an assignment by Transporter or
Transporter in the event of an assignment by Shipper, which
consents shall not be unreasonably withheld. It is agreed,
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet however, that the restrictions on assignment contained in
No. 176 this Article VII shall not in any way prevent either party to
<PAGE>
this Contract from pledging or mortgaging its rights
hereunder as security for its indebtedness.
ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
OPERATOR
Shipper acknowledges and agrees that (a) Transporter is a Delaware
limited partnership; (b) Shipper shall have no recourse against
any Partner in Transporter with respect to the obligations of
Transporter under this Contract and that its sole recourse shall
be against the partnership assets, irrespective of any failure to
comply with applicable law or any provision of this Contract; (c)
no claim shall be made against any Partner under or in connection
with this Contract; (d) Shipper shall have no right of subrogation
to any claim of Transporter for any capital contributions from any
Partner to Transporter; (e) no claims shall be made against the
Operator, its officers, employees, and agents, under or in
connection with this Contract and the performance of Operators
duties as Operator (provided that this shall not bar claims
resulting from the gross negligence or willful misconduct of
Operator, its officers, employees or agents); and Shipper shall
provide Operator with a waiver of subrogation of Shippers
insurance company for all such claims, and (f) this representation
is made expressly for the benefit of the Partners in Transporter
and Operator.
ARTICLE IX - LAW OF CONTRACT
The interpretation and performance of this Contract shall be in
accordance with and controlled by the laws of the State of New
York.
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Original PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Sheet
No. 176A IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed in several counterparts by their
proper officers thereunto duly authorized, as of the date first
hereinabove written.
ATTEST: IROQUOIS GAS TRANSMISSION
SYSTEM, L.P.
By Its Agent
IROQUOIS PIPELINE OPERATING
COMPANY
_________________________ By_________________________
<PAGE>
ATTEST: By_________________________
ATTEST: [NAME OF SHIPPER]
_________________________ By_________________________
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet SCHEDULE 1
No. 177 Maximum Balance Quantity:
Pressure: Minimum:
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
Second PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet [THIS SHEET RESERVED FOR FUTURE USE]
No. 178
--------------------------------------------------------------------------------
Issued on: March 29, 1996 Effective: May 1, 1996
--------------------------------------------------------------------------------
First PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
Sheet Sheet Nos. 179-180 reserved for future use.
No. 179 - 180
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Fourth SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised L.P.
Sheet
No. 181 Any party requesting Gas Transportation Service or Park and
Loan Service on Transporters system must complete a Service
Request Form in keeping with Section 3 of the General Terms and
Conditions of Transporter's currently effective FERC Gas Tariff.
Completed Service Request Forms shall be forwarded to:
<PAGE>
Contract Administrator
Iroquois Gas Transmission System, L.P.
c/o Iroquois Pipeline Operating Co.
One Corporate Drive, Suite 600
Shelton, CT 06484
Fax: 203-929-9501
No request for service shall be considered nor entered into
Transporter's transportation log until a completed Service Request
Form is received by Transporter.
1. Type of Service ___ RTS ___ ITS ___ PALS
(check one): ___ Potential Capacity
Replacement: complete only
sections 8 through 11 and submit
with a Blanket Capacity Release
Form
2. (a) Percentage of Maximum Rate Shipper is willing to
pay (Applicable to RTS Service only): ___%
or
(b) Negotiated Rate or Rate Under Negotiated Rate
Formula Shipper is willing to pay (Applicable to RTS
and ITS Service Only)
3. Date Service is Requested to Commence:_______________
4. Date Service is Requested to Terminate:_______________
5. Requesting Party (Complete Legal Name):
------------------------------------
(a) Type of Legal Entity: ____________________
(b) State of Incorporation: _________________
(c) Shipper is (Check one):
___ Interstate ___ Intrastate pipeline
pipeline
___ Hinshaw ___ LDC
pipeline
___ End-User ___ Producer
___ Marketer ___ Broker
___ Other (specify): _______________
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Third SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
<PAGE>
Revised L.P. (Continued)
Sheet
No. 182 If Shipper is acting as agent in arranging this service, specify
below each principal (complete legal name, type of legal entity
and state of incorporation) and its respective type of company
(Shipper must supply agency agreements for each principal).
----------------------------------------------------------
----------------------------------------------------------
6. Are additional or new facilities required to be installed or
constructed by any party which are necessary for receipt of gas by
Transporter or for delivery to and/or utilization of gas by the
Shipper or direct or indirect customers of the Shipper? If so,
please specify:
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
7. Name and full title of officer (or general partner) of Shipper
who will execute service agreement with Iroquois:
------------------------------------------------------------
------------------------------------------------------------
8. Contact Person for Request:_________________________
Mailing Address:
-------------------------------------
--------------------------------------------------
Street
Address:______________________________________
--------------------------------------------------
Phone: _______________________
Fax No: ______________________
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fourth SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised L.P. (Continued)
Sheet
No. 183 9. Twenty-four hour emergency contact person for purposes of
dispatching gas to and from receipt and delivery points:
<PAGE>
------------------------------------------------------------
Mailing Address:
------------------------------------------------------------
------------------------------------------------------------
Street Address:
------------------------------------------------------------
------------------------------------------------------------
Phone: ________________
Fax No: ________________
Home Phone: _______________
Beeper or Cellular (Circle One):
----------------
10. Person to whom invoices and billing notices are to be
directed:
------------------------------------------------------------
Mailing Address:
------------------------------------------------------------
------------------------------------------------------------
Street Address:
------------------------------------------------------------
------------------------------------------------------------
Phone: ______________________
Fax No: ______________________
11. Names, titles, phone and fax numbers of duly authorized
persons designated to submit nominations to transporter on behalf
of Shipper for the requested service:
Name Title Phone Fax
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fifth SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
<PAGE>
Revised L.P. (Continued)
Sheet
No. 184 12. Proposed Receipt Points and Volume (RTS and ITS Service
Only)
__________ Check here if INTERRUPTIBLE service is requested at
ALL available Receipt Points. Otherwise, designate requested
Receipt Points and information below: (Use additional sheets if
necessary). YOU MUST STILL INDICATE VOLUMES FOR INTERRUPTIBLE
SERVICE; use the starred (*) cell.
Receipt Receipt Receipt TOTAL
Point 1 Point 2 Point 3
Maximum
Input
Quantity,
Mcf
Maximum
Input
Quantity, Dt
Estimated
Total Input
Quantities
to be
Transported
Through
Receipt
Point Over
Term of
Service, Mcf
Estimated
Total Input
Quantities
to be
Transported
Through
Receipt
Point Over
Term of
Service, Dt
Name and
Address of
Entity Which
Will Deliver
Gas to
Transporter
on Shippers
Behalf
--------------------------------------------------------------------------------
<PAGE>
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fifth SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised L.P. (Continued)
Sheet
No. 185 13. Proposed Delivery Points and Volumes (RTS and ITS
Service Only)
__________ Check here if INTERRUPTIBLE service is requested at
ALL available Delivery Points. Otherwise, designate requested
Delivery Points and information below: (Use additional sheets if
necessary). YOU MUST STILL INDICATE VOLUMES FOR INTERRUPTIBLE
SERVICE; use the starred (*) cell.
Receipt Receipt Receipt TOTAL
Point 1 Point 2 Point 3
Maximum
Equivalent
Quantity,
Mcf
Maximum
Equivalent
Quantity, Dt
Estimated
Total
Equivalent
Quantities
to be
Transported
Through
Receipt
Point Over
Term of
Service, Mcf
Estimated
Total
Equivalent
Quantities
to be
Transported
Through
Receipt
Point Over
Term of
Service, Dt
Name and
Address of
Entity Which
<PAGE>
Will Deliver
Gas to
Transporter
on Shipper's
behalf
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
Fourth SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
Revised (Continued)
Sheet
No. 186 14. Proposed Maximum Balance Quantity (PAL Service Only) ____
15. Shipper Certification: Shipper hereby certifies that Shipper
has title or current contractual right to acquire title to the gas
supply for which transportation or park and loan service is
requested, and that Shipper has or will enter into all contractual
arrangements necessary to ensure that all upstream and downstream
transportation is in place prior to the date on which service is
requested to commence.
16. This form is provided for the convenience of Shipper in
complying with the transportation and park and loan service
request procedures of Transporter's currently effective FERC Gas
Tariff. Nevertheless, it is Shipper's responsibility to provide
all of the information necessary to satisfy Transporter.
Yours very truly,
---------------------------
(Shipper)
Signed: Date:
----------------------- ----------------------
Print Title:
Name: ------------------------
-------------------------
Internal Use Only
1. Date and Time Request received:
----------------------------
2. Sufficient Date: (Y/N)
------------------------------------
If NO, data missing:
--------------------------------------
If NO, date letter sent/call made:
----------------------------
3. Contract Date:
<PAGE>
-------------------------------------------
4. Contract No.:
--------------------------------------------
5. Iroquois Representative:
-----------------------------------
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised L.P. (Continued)
Sheet
No. 187 [Sheet No. 187 reserved for future use.]
--------------------------------------------------------------------------------
Issued on: July 20, 1993 Effective: September 1, 1993
--------------------------------------------------------------------------------
Third IROQUOIS SHIPPER NOMINATION FORM
Revised
Sheet
No. 188 NOMINATION REVISION Yes/No
SHIPPER NAME: EFFECTIVE DATE & TIME:
-----------------------
--------------------
NOMINATOR'S END DATE & TIME:
SIGNATURE:
-------------------------- --------------------
SHIPPER'S TELEPHONE: SHIPPER 24 HR PHONE:
-------------------- --------------------
SHIPPER'S FAX #: ADDITIONAL AFTER-HOUR #:
--------------------
--------------------
TRANSPORT CONTRACT
#:
------------------
RECEIPTS DELIVERIES
Rank Point U/Stream Volume Rank Point D/Stream Volume
Supplier Contract
<PAGE>
TOTAL RECEIPTS: TOTAL DELIVERIES:
TRANSPORTATION PARK & LOAN CONTRACT
#: _______________
Rank Point U/Stream Volume Rank Point D/Stream Volume
Supplier Contract
TOTAL TRANSPORTED: TOTAL PAL NOM:
Please receive, transport, deliver and/or park gas under the contracts as
indicated above.
All quantities are in Dekatherms. This nomination will remain in effect
until further notice.
IGTS USE:__________
--------------------------------------------------------------------------------
Issued on: April 2, 1997 Effective: June 1, 1997
--------------------------------------------------------------------------------
Original IROQUOIS SHIPPER NOMINATION FORM (Continued)
Sheet
No. 188A 1. Please submit a separate nomination for each contract.
2. Total Delivered Scheduled Equivalent Quantity cannot
exceed contract mcf x the BTU factor.
3. This nomination infers that both Supplier and
Downstream Operator have been notified and have agreed to
deliver and accept the above quantities. Shipper avers that
it has or is currently using its best efforts to secure
agreements from all upstream and downstream entities to
deliver and accept the above quantites.
4. Rate Code required only if gas is being transported under a
negotiated rate. If no rate code is specified, full rate
will be assumed.
5. Please use latest MV/Fuel Factor specified for each
class of service requested.
6. When MV Factor is positive, multiply by Receipt
Quantity. When negative, by Delivered Quantity.
7. Billing will be based on Scheduled Equivalent
<PAGE>
Quantities.
8. Ranking of suppliers is required for allocating
purposes only.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
Second IROQUOIS SHIPPER NOMINATION FORM (Continued)
Revised
Sheet Notes:
No. 189
1. Please submit a separate nomination form for each
contract.
2. Please use the currently effective Measurement
Variance/Fuel Use Factor.
In the event that Transportation Commodity or Park and Loan
Charges are prepaid, Transporter shall upon termination of service
refund to Shipper any applicable amount pursuant to Section 3.6 of
the General Terms and Conditions.
--------------------------------------------------------------------------------
Issued on: November 30, 1995 Effective: January 1, 1996
--------------------------------------------------------------------------------
First BLANKET CAPACITY RELEASE FORM
Revised
Sheet
No. 190 Please forward your Contract Administrator
Completed Form to: Iroquois Gas Transmission System, L.P.
c/o Iroquois Pipeline Operating Co.
One Corporate Drive, Suite 600
Shelton, CT 06484
Fax: (203) 929-9501
No request for service shall be considered nor entered into
Transporter's transportation log until a completed Blanket
Capacity Release Form and appropriate Credit information,
including a completed Shipper Credit Form and DUNS number, are
received by Transporter.
REPLACEMENT SHIPPERS ONLY:
Shipper Full Legal Name:
----------------------------
DUNS Number for the entity listed above*:
----------------------------
Type of Legal Entity:
-------------------------------------------
<PAGE>
State of Incorporation:
--------------------------------------------
If at this time, you are not a Shippper on Iroquois (RTS,
ITS or PALS), you must also complete Sections 8 through 11
of Iroquois' Service Request Form, found beginning on page
181 of Iroquois' FERC Tariff.
RELEASING SHIPPERS ONLY:
Shipper Full Legal Name:
----------------------------
DUNS Number for the entity listed above*:
----------------------------
Current Contract Number(s):
-------------------------------------------
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First BLANKET CAPACITY RELEASE FORM (cont.)
Revised
Sheet
No. 191
ALL SHIPPERS:
Name and full title of officer (or general partner) of
Shipper who will execute service agreement with Iroquois:
--------------------------------
Contact Person for this request:
------------------------------------
phone ____________________
fax ____________________
Shipper Certification:
Shipper hereby certifies that Shipper has title or
current contractual right to acquire title to the gas
supply for which transportation service is requested, and
that Shipper has or will enter into all contractual
arrangements necessary to ensure that all upstream and
downstream transportation is in place prior to the date
on which service is requested to commence.
This form is provided for the convenience of the Shipper
in complying with the
<PAGE>
transportation request procedures of Transporter's
currently effective FERC Gas Tariff. Nevertheless, it is
Shipper's responsibility to provide all of the
information necessary to satisfy Transporter.
Signed ___________________ Date
------------------
Print Name _______________ Date
------------------
*DUNS Numbers are mandatory for capacity release, which will be
done via NrG. Please call Electronic Commerce Coordinator at
203-944-7020 if you have any questions regarding your DUNS number,
including whether you currently have one listed with us from
previous solicitations.
Please call Contract Administrator, at 203-925-7274 if you have
any questions.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First BLANKET CAPACITY RELEASE FORM (cont.)
Revised FACT SHEET
Sheet
No. 192 Current Firm Shippers
1) Fax or mail a completed Blanket Capacity Release Form to
Iroquois. Be sure to keep a copy.
2) Execute and return Blanket Capacity Release Releasing Shipper
Contract within 5 days of receipt.
3) Contact Electronic Commerce Coordinator, at 203-944-7020 IF
you do not have an NrG Account on Iroquois.
Potential Replacement Shippers
1) Fax or mail a completed Blanket Capacity Release Form to
Iroquois. Be sure to keep a copy.
2) IF at this time you are not a Shipper on Iroquois (RTS, ITS
or PALS), you must also complete Sections 8 through 11 of
Iroquois' Service Request Form, found beginning on page 181 of
Iroquois' FERC Tariff.
3) Supply appropriate Credit information for review:
--a copy of your most recent audited financial
statement;
--a copy of your most recent twelve-month audited
<PAGE>
financial statement or Annual Report and, if applicable, 10-K
form;
--a list of your affiliates, including parents and
subsidiaries, if applicable;
--a completed Shipper Credit Information Form
(obtainable from Contract Administrator); and
--DUNS number (GISB requirement).
4) Execute and return Blanket Capacity Release Replacement
Shipper Contract within 5 days of receipt.
5) Contact Electronic Commerce Coordinator, at 203-944-7020 IF
you do not have an NrG Account on Iroquois.
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First BLANKET CAPACITY RELEASE FORM (cont.)
Revised
Sheet How Blanket Capacity Release will work:
No. 193
1) Releasing Shippers will post available capacity on NrG
Highway. Anyone with access to NrG will be able to read the
notices of capacity. HOWEVER, ONLY THOSE SHIPPERS WHO HAVE:
--a fully executed Blanket Capacity Release Replacement
Shipper Contract; AND
--appropriate Financial Assurances in place; AND
--a fully-executed NrG Customer Use Agreement
will be able to bid on released capacity. NO EXCEPTIONS.
2) All bids are binding. Once bidding closes, both the Releasing
Shipper and the winning bidder will be able to print from NrG
Highway a Capacity Release Offer Report (CROR). The CROR will list
all details of the Capacity Release: Releasing Shipper,
Replacement Shipper; volumes, rate, recallability, etc.
3) DUNS Numbers are mandatory for capacity release, which will be
done via NrG. Please call Electronic Commerce Coordinator, at
203-944-7020 if you have any questions regarding your DUNS number,
including whether you currently have one listed with us from
previous solicitations.
For further clarification, please refer to Section 28 of the
General Terms and Conditions of Iroquois FERC Gas Tariff.
Please call Contract Administrator, at 203-925-7274 if you have
any questions.
<PAGE>
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
First Sheet Nos. 194 through 199 reserved for
Revised future use.
Sheet
No. 194-199
--------------------------------------------------------------------------------
Issued on: October 17, 1997 Effective: November 16, 1997
--------------------------------------------------------------------------------
