<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K
----------------
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 2-23416
BOSTON GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-1103580
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE BEACON STREET (617) 742-8400
BOSTON, MASSACHUSETTS 02108 (REGISTRANT'S TELEPHONE NUMBER)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by Check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K.
Indicate the number of shares outstanding of the registrant's class of
common stock as of February 12, 1998.
ALL COMMON STOCK, 514,184 SHARES, ARE HELD BY EASTERN ENTERPRISES.
The registrant meets the conditions set forth in General Instruction
(J)(1)(a) and (b) of Form 10-K and is therefore filing this form with the
reduced disclosure format.
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<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Business
PAGE
----
General.................................................... 1
Markets and Competition.................................... 1
Gas Throughput............................................. 2
Gas Supply................................................. 2
Regulation................................................. 3
Seasonality and Working Capital............................ 4
Environmental Matters...................................... 4
Employees.................................................. 4
Item 2. Properties................................................. 4
Item 3. Legal Proceedings.......................................... 5
Item 4. Submission of Matters to a Vote of Security Holders........ 5
Glossary............................................................ 6
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters....................................... 7
Item 6. Selected Financial Data.................................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 7
Item 8. Financial Statements and Supplementary Data................ 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................... 9
PART III
Item 10. Directors and Executive Officers of the Registrant......... 9
Item 11. Executive Compensation..................................... 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 9
Item 13. Certain Relationships and Related Transactions............. 9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K............................................... 10
<PAGE>
PART I
ITEM 1. BUSINESS.
GENERAL
Boston Gas Company (the "Company"), is engaged in the transportation and
sale of natural gas to approximately 530,000 residential, commercial and
industrial customers in Boston, Massachusetts and 73 other communities in
eastern and central Massachusetts. The Company also sells gas for resale. The
Company has one subsidiary, Massachusetts LNG Incorporated ("Mass LNG"), which
held a long-term lease on two liquefied natural gas ("LNG") facilities and now
operates the facilities pursuant to an agreement (see Item 2, Properties). The
Company is the largest natural gas distribution company in New England, has
been in business for 175 years and is the second oldest gas company in the
United States. All of the common stock of the Company is held by Eastern
Enterprises ("Eastern"), which is headquartered in Weston, Massachusetts.
Eastern has owned Boston Gas Company since 1929.
For definition of certain industry specific terms, see the Glossary at the
end of Part I and appearing on page 6.
The Company provides both local transportation services and gas supply for
all customer classes. All residential customers currently purchase combined or
"bundled" supply and transportation services from the Company. In 1993, the
Massachusetts Department of Telecommunications and Energy, formerly the
Department of Public Utilities ("the Department") approved the Company's
proposal to unbundle local transportation service and gas sales service for
its 450 largest commercial and industrial customers. In November 1996, the
Department approved the Company's proposal to offer unbundled transportation
service to all of its commercial and industrial customers, numbering over
41,000. As of December 31, 1997, 2,174 customers have chosen to purchase gas
from 22 qualified third party suppliers. The Company views these third party
suppliers as trade allies in marketing gas and increasing its throughput and
expects to work closely with them to facilitate the unbundling process and
ensure a smooth transition, especially in the tracking and processing of
transactions. While the migration of customers from firm sales to
transportation-only service will lower the Company's revenues, it has no
impact on the Company's operating earnings. The Company earns all of its
margins on the local distribution of gas and none on the resale of the
commodity itself. The Company has implemented a program to educate commercial
and industrial customers about the opportunity to purchase gas from third-
party suppliers, while still relying on the Company for delivery.
The Company offers both firm and non-firm services. Firm local
transportation services and sales are provided under rate tariffs or contracts
filed with the Department that typically obligate the Company to provide
service without interruption throughout the year. Non-firm transportation
services and sales are generally provided to large commercial and industrial
customers who can use gas and oil interchangeably. Non-firm services,
including sales to other gas companies for resale, are provided through
individually negotiated contracts and, in most cases, the price charged takes
into account the price of the customer's alternative fuel.
In the fourth quarter of 1997, the Company recorded $8.7 million of
restructuring charges in connection with its decision to exit the gas
appliance repair and service business. This will allow the Company to focus on
its core business of local transportation and expanding throughput on its
system.
MARKETS AND COMPETITION
The Company competes with other fuel distributors, primarily oil dealers,
throughout its service territory. Over the last six years, the Company has
increased its share in the total stationary energy market from 31% to 37%.
This market share compares to the national level of approximately 44%, and may
represent a growth opportunity for the Company. However, actual experience
cannot be predicted with certainty, and will depend on such factors as the
price of competitive energy sources, the level of investment by the Company
and customer perceptions of relative value.
<PAGE>
GAS THROUGHPUT
The following table, in billions of cubic feet of natural gas at 1,000 Btu
per cubic foot ("BCF") provides information with respect to the volumes of gas
delivered by the Company during the three years 1995-1997.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Residential.................................... 41.7 42.8 39.7
Commercial and industrial...................... 35.7 39.4 48.1
Off-system sales............................... 7.4 12.2 6.6
-------- -------- --------
Total sales.................................. 84.8 94.4 94.4
Transportation of customer-owned gas........... 80.9 61.6 47.5
Less: Off-system sales......................... (7.4) (12.2) (6.6)
-------- -------- --------
Total throughput............................. 158.3 143.8 135.3
======== ======== ========
Total firm throughput........................ 120.0 118.7 94.9
======== ======== ========
</TABLE>
Residential customers comprise 92% of its customer base, while commercial
and industrial establishments account for the remaining 8%. Volumetrically,
residential customers account for 26% of total throughput and 35% of total
firm throughput, while commercial and industrial customers account for 74% of
total throughput and 65% of total firm throughput. In 1997, approximately 70%
of commercial and industrial customers' total throughput was local
transportation-only services; Boston Edison Company, an electric utility on
the Company's system, accounted for approximately 44% of the commercial and
industrial local transportation throughput.
No customer, or group of customers under common control, accounted for 2% or
more of total firm revenues in 1997.
GAS SUPPLY
The following table in BCF provides statistical information with respect to
the Company's sources of supply during 1995-1997.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Natural gas pipeline purchased................. 80.6 91.7 93.4
Liquefied natural gas ("LNG") purchases........ 8.3 5.2 3.1
-------- -------- --------
Total purchases.............................. 88.9 96.9 96.5
Change in storage gas.......................... 2.2 (3.4) 3.5
Company use, unbilled and other................ (6.3) .9 (5.6)
-------- -------- --------
Total sales.................................. 84.8 94.4 94.4
======== ======== ========
</TABLE>
Year to year variations in storage gas and unbilled gas reflect variations
in end-of-year customer requirements, due principally to weather. Given the
ready availability of supply, the Company purchased approximately two-thirds
of its peak pipeline supplies under firm short-term and spot contracts. The
balance of peak day pipeline requirements is purchased directly from domestic
and Canadian producers and marketers pursuant to long-term contracts which
have been reviewed and approved by the Department or by the Federal Energy
Regulatory Commission ("FERC").
Pipeline supplies are transported on interstate pipeline systems to the
Company's service territory pursuant to long-term contracts. FERC-approved
tariffs provide for fixed demand charges for the firm capacity rights
2
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under these contracts. The interstate pipeline companies that provide firm
transportation service to the Company's service territory, the peak daily and
annual capacity and the contract expiration dates are as follows:
<TABLE>
<CAPTION>
CAPACITY IN BCF
----------------- EXPIRATION
PIPELINE DAILY ANNUAL DATES
-------- ------- -------- ----------
<S> <C> <C> <C>
Algonquin Gas Transmission Company ("Algonquin")................ 0.28 87.4 1998-2012
Tennessee Gas Pipeline Company ("Tennessee").................... 0.18 66.9 2000-2012
------- --------
0.46 154.3
======= ========
</TABLE>
In addition, the Company has firm capacity contracts on interstate pipelines
upstream of Algonquin and Tennessee pipelines to transport natural gas
purchased by the Company from producing regions to the Algonquin and Tennessee
pipelines. In total, contracts comprising 59% of the Company's peak day
pipeline capacity entitlements expire before 2001.
The Company has contracted with pipeline companies and others for the
storage of natural gas in underground storage fields located in Pennsylvania,
New York, Maryland and West Virginia. These contracts provide storage capacity
of 17.3 BCF and peak day deliverability of 0.16 BCF. The Company utilizes its
existing transportation contracts to transport gas from the storage fields to
its service territory. Supplemental supplies of LNG and propane are purchased
and produced from foreign and domestic sources.
Peak day throughput in BCF was 0.66 in 1997 and 0.69 in 1996 and 1995. The
Company provides for peak period demand through a least cost portfolio of
pipeline, storage and supplemental supplies. The Company considers its peak
day send out capacity, based on its total supply resources, to be adequate to
meet the requirements of its firm customers.
REGULATION
The Company's operations are subject to Massachusetts statutes applicable to
gas utilities. Rates, gas purchases, pipeline safety regulations, issuance of
securities, and affiliate transactions are regulated by the Department. Rates
for firm transportation and sales provided by the Company are subject to
approval by, and are on file with, the Department. In addition, the Company
has a cost of gas adjustment clause that allows for the adjustment of billing
rates for firm gas sales to enable it to recover the actual cost of gas
delivered to firm customers, including the demand charges for capacity on the
interstate pipeline system.
On May 16, 1997 the Company received a response from the Department
concerning its request for reconsideration, clarification and recalculation of
the Department's November 1996 rate order. The Department granted an
additional $1.9 million in revenues (a $6.3 million increase was granted in
the November 1996 Order) and reduced the productivity offset portion of the
Performance-Based Rate ("PBR") formula established in its November 1996 Order
by 50 basis points, from 2.00% to 1.50%. Compared to the Department's original
decision these changes will add approximately $3.5 million to projected
revenue in 1998, increasing to about $8.0 million by 2002, the last year of
the plan. The Department also made modifications to the service quality
measures requested by the Company, but left unchanged the Company's maximum
annual exposure of $5.0 million for failing to achieve them. On June 5, 1997,
the Company filed a notice of appeal of the Department's orders to the
Massachusetts Supreme Judicial Court. The Company expects that the appeal will
take approximately one year, and that any relief granted by the court will be
prospective.
On July 18, 1997, the Department directed all ten investor-owned gas
distribution companies in Massachusetts to undertake a collaborative process
with other stakeholders to develop common principles under which comprehensive
gas service unbundling might proceed. The Department deferred the second phase
of the Company's unbundling proceeding, which is to address residential
unbundling and a permanent capacity assignment method, subject to its
assessment of the progress of the collaborative discussions.
3
<PAGE>
On November 7, 1997, the Department approved rate schedules designed to
implement the Company's $1.8 million rate increase approved by the Department
in the Company's first annual performance-based regulatory plan compliance
proceeding.
In its November 1996 order, the Department also approved the Company's
proposal to facilitate competition in the natural gas marketplace. Under the
approved service unbundling program, on an interim basis, eligible commercial
and industrial customers migrating from firm sales to firm transportation will
be assigned, at cost, a pro-rata share of the upstream pipeline capacity
purchased by the Company to serve them. At the Department's direction,
permanent assignment of upstream pipeline capacity is currently being
addressed as part of the collaborative process discussed above. The capacity
assignment method ultimately approved by the Department could permit capacity
to be acquired by marketers at less than cost. If that proves to be the case,
there can be no assurance that the Company will be permitted to recover such
costs until the Department has addressed their recoverability. The
collaborative is also examining how to extend unbundled transportation service
to residential customers.
The Company and Eastern were granted an intrastate exemption from the
provisions of the Public Utility Holding Company Act of 1935 ("the Act") under
Section 3(a)(1) thereof, pursuant to an order of the Securities and Exchange
Commission (the "SEC") dated February 28, 1955, as amended by orders dated
November 3, 1967 and August 28, 1975.
SEASONALITY AND WORKING CAPITAL
The Company's revenues, earnings and cash flow are highly seasonal as most
of its transportation services and sales are directly related to temperature
conditions. The majority of the Company's earnings are generated in the first
quarter with a seasonal loss occurring in the third quarter. Since the
majority of its revenues are billed in the November through April heating
season, significant cash flows are generated from late winter to early summer.
In addition, through the cost of gas adjustment clause, the Company bills its
customers over the heating season for the majority of the pipeline demand
charges paid by the Company over the entire year. This difference, along with
other costs of gas distributed but unbilled, is reflected as deferred gas
costs and is financed through short-term borrowings. Short-term borrowings are
also required from time to time to finance normal business operations. As a
result of these factors, short-term borrowings are generally highest during
the late fall and early winter.
ENVIRONMENTAL MATTERS
The Company may have or share responsibility under applicable environmental
law for the remediation of former manufactured gas plant ("MGP") sites.
Information with respect to the remediation of MGP sites may be found in Note
12 of Notes to Consolidated Financial Statements. Such information is
incorporated herein by reference.
EMPLOYEES
As of December 31, 1997, the Company had approximately 1,440 employees, 74%
of whom are organized in local unions with which the Company has collective
bargaining agreements that expire in 1999.
ITEM 2. PROPERTIES.
The Company and Mass LNG operate facilities which enable them to liquefy
natural gas in periods of low demand, store the resulting LNG and vaporize it
for use in periods of high demand. The Company owns and operates such a
facility in Dorchester, Massachusetts. Mass LNG leased one such facility
located in Lynn, Massachusetts and a storage facility in Salem, Massachusetts
under a lease that expired on June 30, 1997. Negotiations for the purchase of
the facilities stalled and the matter is now in litigation (see Item 3, Legal
Proceedings). Mass LNG continues to operate the facilities pursuant to a
stipulation and agreement between the
4
<PAGE>
parties that provides for $2.3 million to be held in escrow and suspends Mass
LNG's rent payment obligation while the stipulation and agreement is in
effect. The stipulation and agreement terminates on the earlier of the
resolution by judgment or October 1, 1998.
The Company owns propane-air facilities at several locations throughout its
service territory.
On December 31, 1997, the Company's distribution system included
approximately 5,800 miles of gas mains, 401,000 services and 534,000 active
customer meters. A majority of the gas mains consist of cast iron and bare
steel, which require ongoing maintenance and replacement.
The Company's gas mains and services are usually located on public ways or
private property not owned by it. In general, the Company's occupation of such
property is pursuant to easements, licenses, permits or grants of location.
Except as stated above, the principal items of property of the Company are
owned in fee.
In 1997, the Company's capital expenditures were $55.4 million. Capital
expenditures were principally made for improvements to the distribution
system, for system expansion to meet customer demand and for productivity
improvements. The Company plans to spend approximately $59 million for similar
purposes in 1998.
ITEM 3. LEGAL PROCEEDINGS.
On May 6, 1997, Mass LNG filed suit against the Industrial National Leasing
Corp. ("INLC") in Suffolk Superior Court, Massachusetts. This action results
from the parties' being unable to reach agreement relative to Mass LNG's
purchase rights set forth in the lease agreement under which Mass LNG leased
two LNG facilities from INLC (see Item 2, Properties). The complaint seeks a
judicial determination of the parties' rights under the lease.
Other than the Mass LNG litigation and routine litigation incidental to the
Company's business, there are no material pending legal proceedings involving
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of Security Holders in the fourth quarter
of 1997.
5
<PAGE>
GLOSSARY
BUNDLED SERVICE--Two or more services tied together as a single product.
Services include gas sales at the city gate, interstate transportation, local
transportation, balancing daily swings in customer loads, storage, and peak-
shaving services.
CAPACITY--The capability of pipelines and supplemental facilities to deliver
and/or store gas.
CITY GATE--Physical interconnection between an interstate pipeline and the
local distribution company.
CORE CUSTOMER--Generally, customers with no readily available energy
services alternative.
FIRM SERVICE--Sales and/or transportation service provided without
interruption throughout the year. Uninterrupted seasonal services are also
available for less than 365 days. Firm services are provided under either
filed rate tariffs or through individually negotiated contracts.
GAS MARKETER (BROKER)--A non-regulated buyer and seller of gas.
INTERSTATE TRANSPORTATION--Transportation of gas by an interstate pipeline
to the city gate.
LOCAL DISTRIBUTION COMPANY (LDC)--A utility that owns and operates a gas
distribution system for the delivery of gas supplies from the city gate to
end-user facilities.
LOCAL TRANSPORTATION SERVICE--Transportation of gas by the LDC from the city
gate to the customer's burner tip.
NON-CORE CUSTOMERS--Generally, those customers with readily available,
economically viable alternatives to gas.
NON-FIRM SERVICE--Sales and transportation service offered at a lower level
of reliability and cost. Under this service, the LDC can interrupt customers
on short notice, typically during the winter season. Non-firm services are
provided through individually negotiated contracts and, in most cases, the
price charged takes into account the price of the customer's energy
alternative.
PERFORMANCE-BASED REGULATORY PLAN--Incentive ratemaking mechanism, typically
a price cap plan, where rates are adjusted annually pursuant to a pre-
determined formula tied to a measure of inflation, less a productivity offset,
subject to the achievement of service quality measures and the incurrence of
exogenous costs.
THROUGHPUT--Gas volume delivered to customers through the LDC's gas
distribution system.
UNBUNDLED SERVICE--Service that is offered and priced separately, such as
separating the cost of gas commodity delivered to the LDC's city gate from the
cost of transporting the gas from the city gate to the end user. Unbundled
services can also include daily or monthly balancing, back-up or stand-by
services and pooling. With unbundled services, customers have the opportunity
to select only the services they desire.
6
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Eastern was the holder of record of all of the outstanding common equity
securities of the Company throughout the year ended December 31, 1997.
Dividends on such common equity amounted to $18.3 million and $14.7 million
for 1997 and 1996, respectively.
ITEM 6. SELECTED FINANCIAL DATA.
Not required.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
1997 COMPARED TO 1996
Net earnings applicable to common stock for 1997 were $36.6 million, an
increase of $7.5 million or 26% as compared to 1996. This increase primarily
reflects growth in throughput, lower operating expenses, the full year impact
of the 1996 rate order and a $2.0 million gain on the settlement of pension
obligations, partially offset by the margin impact of lower average customer
usage and warmer weather and a higher charge for depreciation reflecting
continued investment in system replacement and expansion. Weather for 1997 was
3% colder than normal but 2% warmer than 1996. Although weather for 1997 was
2% warmer than 1996, weather for the first quarter of 1997, when the Company
generates most of its revenues and earnings, was 9% warmer than the prior
year. The Company recorded a restructuring charge of approximately $8.7
million in the fourth quarter of 1997, reflecting management's decision to
exit the gas appliance repair and service business (See Note 10 of Notes to
Consolidated Financial Statements). The earnings impact of this non-recurring
charge was offset by a non-recurring increase in revenues as described below.
Revenues in 1997 decreased by 0.6% primarily because of lower average
customer usage, the migration of customers from firm sales to transportation-
only service, and the impact of comparatively warmer weather, partially offset
by sales to new customers and the full year impact of the 1996 rate order. The
migration of customers from firm sales to transportation-only service has no
impact on the Company's earnings. The Company earns all of its margins on the
local distribution of gas and none on the sale of the commodity itself.
During the fourth quarter of 1997, the Company recorded a non-recurring
increase in revenues of approximately $8.9 million related to a change as a
result of the 1996 rate ruling in the recovery mechanism for the portion of
bad debt expense associated with gas costs.
1996 COMPARED TO 1995
Net earnings applicable to common stock for 1996 were $29.1 million, an
increase of $5.8 million or 25% from 1995. This increase primarily reflects
colder billing temperatures, increased customer demand, and the absence of
reengineering related charges. Weather for 1996 was 4% colder than normal and
5% colder than 1995. These factors were somewhat offset by higher operating
expenses, principally wages, benefits and marketing related costs. Increased
depreciation and property tax expense reflect continued investment in system
expansion and replacement.
The reduction in interest expense reflects the refinancing during the fourth
quarter of 1995 and lower borrowing requirements.
LIQUIDITY AND CAPITAL RESOURCES
To meet cash requirements and support its commercial paper program, the
Company has available up to $75.0 million of Eastern's committed credit
agreement and a $40.0 million uncommitted line of credit. The Company also
maintains a bank credit agreement which provides for the borrowing of up to
$70.0 million for
7
<PAGE>
the exclusive purpose of funding its inventory of gas supplies or to back
commercial paper issued for the same purpose.
The Company expects capital expenditures for 1998 to be approximately $59
million. Capital expenditures will be largely for improvements to the
distribution system, for system expansion to meet customer demand and for
productivity improvements.
The Company believes that projected cash flow from operations, in
combination with currently available resources, is more than sufficient to
meet 1998 capital expenditures and working capital requirements, dividends to
shareholders and normal debt repayments. The foregoing forward-looking
statement involves risks and uncertainties. The Company's actual experience
may differ materially from its current expectation for various reasons,
including unexpected capital expenditures or working capital requirements.
Moreover, there can be no assurance that the external capital resources
currently available will continue to be available or will be available on
terms and conditions advantageous to the Company.
OTHER MATTERS
On May 16, 1997 the Company received a response from the Department
concerning its request for reconsideration, clarification and recalculation of
the Department's November 1996 rate order. The Department granted an
additional $1.9 million in revenues (a $6.3 million increase was granted in
the November 1996 Order) and reduced the productivity offset portion of the
Performance-Based Rate ("PBR") formula established in its November 1996 Order
by 50 basis points, from 2.00% to 1.50%. Compared to the Department's original
decision, these changes will add approximately $3.5 million to projected
revenue in 1998, increasing to about $8.0 million by 2002, the last year of
the plan. The Department also made modifications to the service quality
measures requested by the Company, but left unchanged the Company's maximum
annual exposure of $5.0 million for failing to achieve them. On June 5, 1997,
the Company filed a notice of appeal of the Department's orders to the
Massachusetts Supreme Judicial Court. The Company expects that the appeal will
take approximately one year, and that any relief granted by the court will be
prospective.
On July 18, 1997, the Department directed all ten investor-owned gas
distribution companies in Massachusetts to undertake a collaborative process
with other stakeholders to develop common principles under which comprehensive
gas service unbundling might proceed. The Department deferred the second phase
of the Company's unbundling proceeding, which is to address residential
unbundling and a permanent capacity assignment method, subject to its
assessment of the progress of the collaborative discussions.
On November 7, 1997, the Department approved rate schedules designed to
implement the Company's $1.8 million rate increase approved by the Department
in the Company's first annual performance-based regulatory plan compliance
proceeding.
In its November 1996 order, the Department also approved the Company's
proposal to facilitate competition in the natural gas marketplace. Under the
approved service unbundling program, on an interim basis, eligible commercial
and industrial customers migrating from firm sales to firm transportation will
be assigned, at cost, a pro-rata share of the upstream pipeline capacity
purchased by the Company to serve them. At the Department's direction,
permanent assignment of upstream pipeline capacity is currently being
addressed as part of the collaborative process discussed above. The capacity
assignment method ultimately approved by the Department could permit capacity
to be acquired by marketers at less than cost. If this proves to be the case,
there can be no assurance that the Company will be permitted to recover such
costs until the Department has addressed their recoverability. The
restructuring collaborative is also examining how to extend unbundled
transportation service to residential customers.
The Company may have or share responsibility under applicable environmental
law for the remediation of 17 former manufactured gas plant ("MGP") sites, as
described in Note 12 of Notes to Consolidated Financial Statements. A
subsidiary of New England Electric System ("NEES") has assumed responsibility
for remediating
8
<PAGE>
10 of these sites, subject to a limited contribution from the Company. The
Company has recorded a liability of $19.5 million, which represents its best
estimate at this time of remediation costs, which may reasonably be estimated
to range from $17 million to $31 million. However, there can be no assurance
that such costs will not vary considerably from these estimates.
By a rate order issued on May 25, 1990, the Department approved the recovery
of all prudently incurred environmental response costs associated with former
MGP sites over separate, seven-year amortization periods, without a return on
the unamortized balance. The Company has recognized an insurance receivable of
$3.4 million, reflecting a negotiated settlement with an insurance carrier for
environmental expense indemnity, and a regulatory asset of $16.1 million,
representing the expected rate recovery of environmental remediation costs,
net of the insurance settlement. The Company currently believes, in light of
the indemnity agreement with the NEES subsidiary and the Department rate order
on environmental cost recovery, that it is not probable that such costs will
materially affect its financial condition or results of operations.
The Company has assessed the impact of the year 2000 with respect to its
information systems and is currently modifying those systems as part of a plan
which the Company believes will provide year 2000 compliance. Anticipated
spending for these modifications is being expensed as incurred and is not
expected to have a material impact on operating results or financial
condition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information with respect to this item appears commencing on Page F-1 of this
Report. Such information is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not required.
ITEM 11. EXECUTIVE COMPENSATION.
Not required.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Not required.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not required.
9
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
Information with respect to these items appears on Page F-1 of this Report.
Such information is incorporated herein by reference.
(3) LIST OF EXHIBITS.
<TABLE>
<C> <S>
3.1 --Restated Articles of Organization, as amended (Filed as Exhibit 3.1
to the registration statement of the Company on Form S-3 (File No. 33-
48525)).*
3.2 --By-Laws of the Company as amended (Filed as Exhibit 1 to the Annual
Report of the Company on Form 10-K for the year ended December 31,
1976 (File No. 2-23416)).*
(Note: Certain instruments with respect to long-term debt of the
Company or its subsidiary are not filed herewith since no such
instrument authorizes securities in an amount greater than 10% of the
total assets of the Company and its subsidiary on a consolidated
basis. The Company agrees to furnish to the Securities and Exchange
Commission upon request a copy of any such omitted instrument of the
Company or its subsidiary.)
4.1 --Indenture dated as of December 1, 1989 between the Company and The
Bank of New York, Trustee (Filed as Exhibit 4.2 to the registration
statement of the Company on Form S-3 (File No. 33-31869)).*
4.1.1 --Agreement of Registration, Appointment and Acceptance dated as of
November 18, 1992 among the Company, The Bank of New York as Resigning
Trustee, and The First National Bank of Boston as Successor Trustee.
(Filed as an exhibit to registration statement of the Company on Form
S-3 (File No. 33-31869)).*
10.1 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline Company dated as of September 1, 1993 providing for
transportation of approximately 94,000 dekatherms of natural gas per
day (Filed as Exhibit 10.1 to the Annual Report of the Company on Form
10-K for the year ended December 31, 1993).*
10.2 --Gas Transportation Contract between the Company and Texas Eastern
dated December 30, 1993 providing for transportation of approximately
83,000 dekatherms of natural gas per day (Filed as Exhibit 10.2 to the
Annual Report of the Company on Form 10-K for the year ended December
31, 1993).*
10.3 --Gas Transportation Contract between the Company and Texas Eastern
dated December 30, 1993 providing for transportation of approximately
30,000 dekatherms of natural gas per day (Filed as Exhibit 10.3 to the
Annual Report of the Company on Form 10-K for the year ended December
31, 1993).*
10.4 --Gas Transportation Contract between the Company and Algonquin dated
December 30, 1993 providing for transportation of approximately 48,000
dekatherms of natural gas per day (Filed as Exhibit 10.4 to the Annual
Report of the Company on Form 10-K for the year ended December 31,
1993).*
10.5 --Gas Transportation Contract between the Company and Algonquin dated
December 30, 1993 providing for transportation of approximately 97,000
dekatherms of natural gas per day (Filed as Exhibit 10.5 to the Annual
Report of the Company on Form 10-K for the year ended December 31,
1993).*
10.6 --Gas Storage Agreement between the Company and Consolidated Gas Supply
Corporation dated February 18, 1980 (Filed as Exhibit 20.3 to the
Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1982).*
</TABLE>
10
<PAGE>
<TABLE>
<C> <S>
10.7 --Gas Storage Agreement between the Company and Honeoye Storage
Corporation dated October 11, 1985 (Filed as Exhibit 10.17 to the
Annual Report of the Company on Form 10-K for the year ended December
31, 1985).*
10.8 --Gas Storage Agreement between the Company and PennYork Energy
Corporation dated as of December 21, 1984 (Filed as Exhibit 10.18 to
the Annual Report of the Company on Form 10-K for the year ended
December 31, 1985).*
10.9 --Gas Sales Contract between the Company and Esso Resources Canada,
Limited, (now Imperial Oil of Canada, Ltd.) dated as of May 1, 1989
(Filed as Exhibit 10.12 to the Annual Report of the Company on Form
10-K for the year ended December 31, 1989).*
10.9.1 --Amendment to Exhibit 10.12 dated as of September 28, 1989 (Filed as
Exhibit 10.12.1 to the 10.9.1 Annual Report of the Company on Form 10-
K for the year ended December 31, 1989).*
10.10 --Storage Service Agreement between the Company and Distrigas of
Massachusetts Corporation dated as of December 17, 1988 (Filed as
Exhibit 10.13 to the Annual Report of the Company on Form 10-K for the
year ended December 31, 1989).*
10.11 --Liquid Purchase Agreement between the Company and Distrigas of
Massachusetts Corporation dated as of April 14, 1989 (Filed as Exhibit
10.14 to the Annual Report of the Company on Form 10-K for the year
ended December 31, 1989).*
10.12 --Gas Sales Agreement between the Company and Alberta Northeast Gas,
Ltd. dated as of February 7, 1991 (Filed as Exhibit 10.16 to the
Annual Report of the Company on Form 10-K for the year ended December
31, 1990).*
10.13 --Firm Gas Transportation Agreement between the Company and Iroquois
Gas Transmission System, L.P. dated as of February 7, 1991 (Filed as
Exhibit 10.17 to the Annual Report of the Company on Form 10-K for the
year ended December 31, 1990).*
10.14 --Firm Gas Transportation Agreement between the Company and Tennessee
Gas Pipeline Company dated as of February 7, 1991 (Filed as Exhibit
10.18 to the Annual Report of the Company on Form 10-K for the year
ended December 31, 1990).*
10.15 --Gas Transportation Contract between the Company and Algonquin dated
September 1, 1994 providing for transportation of approximately 29,000
dekatherms of natural gas per day (Filed herewith).
10.16 --Gas Transportation Contract between the Company and Algonquin dated
September 1, 1994 providing for transportation of approximately 80,000
dekatherms of natural gas per day (Filed herewith).
10.17 --Gas Transportation Contract between the Company and Algonquin dated
October 1, 1994 providing for transportation of approximately 72
dekatherms of natural gas per day (Filed herewith).
10.18 --Gas Transportation Contract between the Company and Algonquin dated
December 1, 1994 providing for transportation of approximately 20,000
dekatherms of natural gas per day (Filed herewith).
10.19 --Gas Transportation Contract between the Company and Algonquin dated
December 1, 1994 providing for transportation of approximately 20,000
dekatherms of natural gas per day (Filed herewith).
10.20 --Gas Transportation Contract between the Company and Algonquin dated
January 1, 1998 providing for transportation of approximately 27,000
dekatherms of natural gas per day (Filed herewith).
10.21 --Gas Transportation Contract between the Company and Algonquin dated
January 1, 1998 providing for transportation of approximately 6,000
dekatherms of natural gas per day (Filed herewith).
10.22 --Amendment to Exhibits 10.4 and 10.5, combining gas transportation
contracts between the Company and Algonquin (Filed herewith).
</TABLE>
11
<PAGE>
<TABLE>
<C> <S>
10.23 --Gas Transportation Contract between the Company and CNG Transmission
dated October 1, 1993 providing for transportation of approximately
21,000 dekatherms of natural gas per day (Filed herewith).
10.24 --Gas Storage Contract between the Company and CNG Transmission dated
November 1993 providing for storage demand of 42,000 dekatherms of
natural gas per day (Filed herewith).
10.25 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1993 providing for transportation of
approximately 10,000 dekatherms of natural gas per day (Filed
herewith).
10.26 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1993 providing for transportation of
approximately 3,800 dekatherms of natural gas per day (Filed herewith).
10.27 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1993 providing for transportation of
approximately 2,500 dekatherms of natural gas per day (Filed herewith).
10.28 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1993 providing for transportation of
approximately 8,600 dekatherms of natural gas per day (Filed herewith).
10.29 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1993 providing for transportation of
approximately 70,000 dekatherms of natural gas per day (Filed
herewith).
10.30 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated October 1, 1993 providing for transportation of
approximately 3,500 dekatherms of natural gas per day (Filed herewith).
10.31 --Gas Storage Contract between the Company and Tennessee Gas Pipeline
dated December 1, 1994 providing for storage demand of approximately
71,000 dekatherms of natural gas per day (Filed herewith).
10.32 --Gas Transportation Contract between the Company and Tennessee Gas
Pipeline dated September 1, 1996 providing for transportation of
approximately 13,000 dekatherms of natural gas per day (Filed
herewith).
10.33 --Gas Transportation Contract between the Company and Texas Eastern
Transmission dated December 30, 1993 providing for transportation of
approximately 39,000 dekatherms of natural gas per day (Filed
herewith).
10.34 --Gas Transportation Contract between the Company and Texas Eastern
Transmission dated December 30, 1993 providing for transportation of
approximately 21,000 dekatherms of natural gas per day (Filed
herewith).
10.35 --Gas Transportation Contract between the Company and Texas Eastern
Transmission dated December 30, 1993 providing for transportation of
approximately 5,000 dekatherms of natural gas per day (Filed herewith).
10.36 --Gas Storage Contract between the Company and Texas Eastern
Transmission dated November 29, 1994 providing for withdrawal demand of
approximately 65,000 dekatherms of natural gas per day (Filed
herewith).
10.37 --Gas Storage Contract between the Company and Texas Eastern
Transmission dated November 29, 1994 providing for withdrawal demand of
approximately 3,000 dekatherms of natural gas per day (Filed herewith).
10.38 --Gas Transportation Contract between the Company and Texas Eastern
Transmission dated March 23, 1995 providing for transportation of
approximately 29,000 dekatherms of natural gas per day (Filed
herewith).
</TABLE>
12
<PAGE>
<TABLE>
<C> <S>
10.39 --Gas Transportation Contract between the Company and Texas Eastern
Transmission dated May 1, 1996 providing for transportation of
approximately 3,000 dekatherms of natural gas per day (Filed herewith).
10.40 --Gas transportation contract between the Company and Transcontinental
Gas Pipeline dated June 1, 1993 providing for transportation of
approximately 6,000 dekatherms of natural gas per day (Filed herewith).
10.41 --Gas Transportation Contract between the Company and Texas Gas
Transmission dated November 1, 1993 providing for transportation of
approximately 13,000 dekatherms of natural gas per day (Filed
herewith).
10.42 --Lease Agreement between Industrial National Leasing Corporation,
Lessor, and Massachusetts LNG Incorporated, Lessee, dated as of June 1,
1972 (Filed as an exhibit to Certificate of Notification by
Massachusetts LNG Incorporated (and others) dated June 9, 1972 (File
No. 70-5170)).*
10.43 --Lease Supplement to Exhibit 10.12 between National Leasing Corporation
and Massachusetts LNG Incorporated dated October 19, 1972 (Filed as
Exhibit 5.23.1 to the registration statement of the Company on Form S-7
(File No. 2-52522)).*
10.44 --Credit Agreement dated as of December 22, 1993 by and among the
Company, Morgan Guaranty Trust Company of New York, National
Westminster Bank PLC, Shawmut Bank, N.A. and The First National Bank of
Boston (Filed as Exhibit 10.17 to the Annual Report of the Company on
Form 10-K for the year ended December 31, 1993).*
10.45 --Sublease between the Company and Eastern Enterprises dated November 5,
1987 (Filed as Exhibit 10.20 to the Annual Report of the Company on
Form 10-K for the year ended December 31, 1987).*
22 --Subsidiaries of the Company (Filed as Exhibit 22 to the Annual Report
of the Company on Form 10-K for the year ended December 31, 1985).*
27 --Financial Data Schedule.
</TABLE>
There were no reports on Form 8-K filed in the Fourth Quarter of 1997.
- --------
* Not filed herewith. In accordance with Rule 12(b)(32) of the General Rules
and Regulations under the Securities Exchange Act of 1934, reference is made
to the document previously filed with the Commission.
13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Boston Gas Company
Registrant
By: /s/ J.F. Bodanza
-----------------------------------
J.F. BODANZA
SENIOR VICE PRESIDENT AND TREASURER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
Dated:
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON THE 2ND DAY OF MARCH 1998.
SIGNATURE TITLE
--------- -----
C. R. Messer Director and
- ------------------------------------- President
C. R. MESSER
A. J. DiGiovanni Director and Senior Vice
- ------------------------------------- President
A. J. DIGIOVANNI
J. F. Bodanza Director and Senior Vice President
- ------------------------------------- andTreasurer (Principal Financial
J. F. BODANZA andAccounting Officer)
J. A. Ives Director
- -------------------------------------
J. A. IVES
R. R. Clayton Director
- -------------------------------------
R. R. CLAYTON
W. J. Flaherty Director
- -------------------------------------
W. J. FLAHERTY
14
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
(INFORMATION REQUIRED BY ITEMS 8 AND 14 (A) OF FORM 10-K)
<TABLE>
<S> <C>
Report of Independent Public Accountants.......................... F-17
Consolidated Balance Sheets as of December 31, 1997 and 1996.... F-2 and F-3
Consolidated Statements of Earnings for the Three Years Ended
December 31, 1997.............................................. F-4
Consolidated Statements of Retained Earnings for the Three Years
Ended December 31, 1997........................................ F-5
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 1997.............................................. F-6
Notes to Consolidated Financial Statements...................... F-7 to F-16
Interim Financial Information for the Two Years Ended December
31, 1997 (Unaudited)........................................... F-18
Schedules for the Three Years Ended December 31, 1997:
II--Valuation and Qualifying Accounts......................... F-19 to F-21
</TABLE>
Schedules other than those listed above have been omitted as the information
has been included in the consolidated financial statements and related notes
or is not applicable nor required.
Separate financial statements of the Company are omitted because the Company
is primarily an operating company and its subsidiary is wholly-owned and is
not indebted to any person in an amount that is in excess of 5% of total
consolidated assets
F-1
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Gas plant, at cost........................................... $866,784 $812,114
Construction work-in-progress................................ 2,715 4,604
Less--Accumulated depreciation............................. 329,918 290,492
-------- --------
Net plant.................................................. 539,581 526,226
Current assets:
Cash....................................................... 307 1,474
Accounts receivable, less reserves of $15,783 at December
31, 1997 and $15,963 at December 31, 1996................. 89,859 76,832
Deferred gas costs......................................... 66,595 75,337
Natural gas and other inventories, at average cost......... 44,590 49,287
Materials and supplies, at average cost.................... 3,316 3,809
Prepaid expenses........................................... 1,777 2,759
Income taxes............................................... -- 10,411
-------- --------
Total current assets..................................... 206,444 219,909
Other assets:
Deferred postretirement benefits cost...................... 83,926 88,563
Deferred charges and other assets.......................... 48,206 42,346
-------- --------
Total other assets....................................... 132,132 130,909
-------- --------
Total assets............................................. $878,157 $877,044
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDER'S INVESTMENT
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Capitalization:
Common stockholder's investment--
Common stock, $100 par value--
Authorized and outstanding--514,184 shares at December 31,
1997 and 1996............................................ $ 51,418 $ 51,418
Amounts in excess of par value............................ 43,233 43,233
Retained earnings......................................... 152,312 133,980
-------- --------
Total common stockholder's investment.................... 246,963 228,631
Cumulative preferred stock, $1 par value,
(liquidation preference, $25 per share)--
Authorized and outstanding--1,200,000 shares at December
31, 1997 and 1996......................................... 29,326 29,293
Long-term obligations, less current portion................. 211,236 211,743
-------- --------
Total capitalization..................................... 487,525 469,667
Gas inventory financing..................................... 55,502 55,594
-------- --------
Total capitalization and gas inventory financing......... 543,027 525,261
Current liabilities:
Current portion of long-term obligations................... 507 1,029
Notes payable.............................................. 39,700 57,000
Accounts payable........................................... 61,931 73,313
Accrued taxes.............................................. 1,392 1,206
Accrued income taxes....................................... 11,174 --
Accrued interest........................................... 4,372 4,339
Customer deposits.......................................... 2,360 2,382
Refunds due customers...................................... 3,136 3,384
Pipeline transition costs.................................. -- 16,494
-------- --------
Total current liabilities................................ 124,572 159,147
Reserves and deferred credits:
Deferred income taxes...................................... 79,128 76,277
Unamortized investment tax credits......................... 5,931 6,836
Postretirement benefits obligation......................... 83,274 84,827
Other...................................................... 42,225 24,696
-------- --------
Total reserves and deferred credits...................... 210,558 192,636
-------- --------
Total liabilities and stockholder's investment........... $878,157 $877,044
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating revenues................................ $700,945 $705,462 $653,073
Cost of gas sold.................................. 398,566 414,254 374,904
-------- -------- --------
Operating margin.................................. 302,379 291,208 278,169
-------- -------- --------
Operating expenses:
Other operating expenses........................ 148,487 156,105 156,794
Maintenance..................................... 22,017 25,045 21,449
Depreciation and amortization................... 44,413 41,607 38,264
Income taxes.................................... 22,510 20,017 16,258
Restructuring charge............................ 8,692 -- --
-------- -------- --------
Total operating expenses........................ 246,119 242,774 232,765
-------- -------- --------
Operating earnings................................ 56,260 48,434 45,404
Other earnings, net............................... 298 564 726
-------- -------- --------
Earnings before interest expense.................. 56,558 48,998 46,130
-------- -------- --------
Interest expense:
Long-term debt.................................. 16,767 16,769 18,633
Other, including amortization of debt expense... 1,889 1,688 2,693
Less--Interest during construction.............. (609) (525) (499)
-------- -------- --------
Total interest expense.......................... 18,047 17,932 20,827
-------- -------- --------
Net earnings...................................... 38,511 31,066 25,303
Preferred stock dividends......................... 1,926 1,926 1,926
-------- -------- --------
Net earnings applicable to common stock........... $ 36,585 $ 29,140 $ 23,377
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year..................... $133,980 $119,546 $108,098
Net earnings................................... 38,511 31,066 25,303
Preferred stock dividends ($1.61 per share in
1997, 1996
and 1995)..................................... (1,926) (1,926) (1,926)
Cash dividends on common stock ($35.50 per
share in 1997, $28.60 per share in 1996, and
$23.20 per share in 1995)..................... (18,253) (14,706) (11,929)
-------- -------- --------
Balance at end of year........................... $152,312 $133,980 $119,546
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings.................................... $ 38,511 $ 31,066 $ 25,303
Adjustments to reconcile net earnings to cash
provided by operating activities:
Depreciation and amortization.................. 44,413 41,607 38,264
Deferred taxes................................. 2,851 4,276 5,424
Other changes in assets and liabilities:
Accounts receivable........................... (13,027) (2,313) (3,111)
Inventory..................................... 5,190 (13,190) 12,001
Deferred gas costs............................ 8,742 (3,397) 17,763
Accounts payable.............................. (11,382) 19,823 10,837
Federal and state income taxes................ 21,585 (10,043) 1,039
Refunds due customers......................... (248) (9,789) (5,546)
Other......................................... 4,177 (2,543) (969)
-------- -------- --------
Cash provided by operating activities............ 100,812 55,497 101,005
-------- -------- --------
Cash flows from investing activities:
Capital expenditures........................... (55,388) (58,504) (57,322)
Net cost of removal............................ (4,683) (4,124) (6,463)
-------- -------- --------
Cash used by investing activities................ (60,071) (62,628) (63,785)
-------- -------- --------
Cash flows from financing activities:
Changes in notes payable, net.................. (17,300) 5,000 (10,530)
Changes in inventory financing................. (92) 9,994 (7,978)
Proceeds from issuance of long-term debt....... -- -- 60,000
Repayment of long-term debt.................... -- -- (62,880)
Amortization of preferred stock issuance
costs......................................... 34 31 33
Cash dividends paid on common and preferred
stock......................................... (24,550) (12,261) (13,855)
-------- -------- --------
Cash provided (used) by financing activities..... (41,908) 2,764 (35,210)
-------- -------- --------
Increase (decrease) in cash...................... (1,167) (4,367) 2,010
Cash at beginning of year........................ 1,474 5,841 3,831
-------- -------- --------
Cash at end of year.............................. $ 307 $ 1,474 $ 5,841
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized.......... $ 19,704 $ 18,960 $ 20,752
Income taxes.................................. $ 900 $ 26,205 $ 10,128
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ACCOUNTING POLICIES
The accounting policies of Boston Gas Company (the "Company") conform to
generally accepted accounting principles and reflect the effects of the
ratemaking process in accordance with Statement of Financial Accounting
Standards No. 71 ("SFAS 71"), "Accounting for the Effects of Certain Types of
Regulation".
The significant accounting policies followed by the Company and its
subsidiary are described below and in the following footnotes:
Note 2--Cost of Gas Adjustment Clause and Deferred Gas Costs
Note 3--Income Taxes
Note 6--Pension Benefits
Note 7--Postretirement Benefits Other Than Pensions
Note 8--Leases
Principles of Consolidation
The Company is a wholly-owned subsidiary of Eastern Enterprises ("Eastern").
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Massachusetts LNG Incorporated ("Mass LNG"). All
material intercompany balances and transactions between the Company and its
subsidiary have been eliminated in consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Regulation and Operations
The Company is a gas distribution company engaged in the transportation and
sale of natural gas to residential, commercial and industrial customers. The
Company's service territory includes Boston and 73 other communities in
eastern and central Massachusetts.
The Company's operations are subject to Massachusetts statutes applicable to
gas utilities. Its revenues, earnings and cash flows are highly seasonal, as
most of its throughput is directly related to temperature levels.
Regulatory Assets and Liabilities
The Company is regulated as to rates, accounting and other matters by the
Massachusetts Department of Telecommunications and Energy ("the Department").
Therefore, the Company accounts for the economic effects of regulation in
accordance with the provisions of SFAS 71. In the event the Company determines
that it no longer meets the criteria for following SFAS 71, the accounting
impact would be an extraordinary, non-cash charge to operations of an amount
that could be material. Criteria that give rise to the discontinuance of SFAS
71 include (1) increasing competition that restricts the Company's ability to
establish prices to recover specific costs or (2) a significant change in the
manner in which rates are set by regulators from cost-based regulation to
another regulation. The Company has reviewed these criteria and believes that
the continuing application of SFAS 71 is appropriate.
Regulatory assets have been established that represent probable future
revenue to the Company associated with certain costs that will be recovered
from customers through the ratemaking process. Regulatory liabilities
represent probable future reductions in revenues associated with the amounts
that are to be credited to customers through the ratemaking process.
F-7
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(1) ACCOUNTING POLICIES (CONTINUED)
The following regulatory assets were reflected in the Consolidated Balance
Sheets as of December 31:
<TABLE>
<CAPTION>
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Postretirement benefit costs........................... $ 83,926 $ 88,563
Deferred pipeline transition costs..................... -- 16,494
Environmental costs.................................... 18,852 2,784
Other.................................................. 1,998 2,225
-------- --------
$104,776 $110,066
======== ========
</TABLE>
Regulatory liabilities total approximately $10,371,000 and $11,446,000 at
December 31, 1997 and 1996 and relate primarily to income taxes.
As of December 31, 1997 all of the Company's regulatory assets and
regulatory liabilities are being reflected in rates charged to customers over
periods ranging from 1 to 22 years. For additional information regarding
deferred income taxes, postretirement benefit costs, environmental costs and
Order 636 transition costs, see footnotes 3, 7, 12 and 13, respectively.
Impairment of Long-Lived Assets
Statement of Financial Accounting Standards No. 121 ("SFAS 121") "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" which became effective for 1996, establishes accounting standards
for the impairment of long-lived assets. SFAS 121 also requires that
regulatory assets that are no longer probable of recovery through future
revenues be charged to earnings. SFAS 121 did not have an impact on the
Company's financial position or results of operations in 1997 and 1996.
Depreciation
Depreciation is provided at rates designed to amortize the cost of
depreciable property, plant and equipment over their estimated remaining
useful lives. The composite depreciation rate, expressed as a percentage of
the average depreciable property in service, was 5.19% in 1997, 5.15% in 1996
and 5.13% in 1995.
Accumulated depreciation is charged with the original cost and cost of
removal, less salvage value, of units retired. Expenditures for repairs,
upkeep of units of property and renewal of minor items of property replaced
independently of the unit of which they are a part are charged to maintenance
expense as incurred.
Gas Operating Revenues
Gas operating revenues are recorded when billed. Revenue is not recorded for
the amount of gas distributed to customers, which is unbilled at the end of
the period; however, the cost of this gas is deferred as discussed in Note 2.
(2) COST OF GAS ADJUSTMENT CLAUSE AND DEFERRED GAS COSTS
The cost of gas adjustment clause ("CGAC") requires the Company to adjust
its rates semi-annually for firm gas sales in order to track changes in the
cost of gas distributed with an annual adjustment of subsequent rates for any
collection over or under actual costs incurred. As a result, the Company
defers the cost of any firm gas that has been distributed, but is unbilled at
the end of a period, to a period in which the gas is billed to customers. In
its order of November 29, 1996 ("the 1996 Rate Order"), the Department
modified the CGAC to
F-8
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(2) COST OF GAS ADJUSTMENT CLAUSE AND DEFERRED GAS COSTS (CONTINUED)
recover the gas cost portion of the Company's bad debt write-offs effective
December 1, 1996. The order also granted a local distribution adjustment
clause ("LDAC") to recover the amortization of all environmental response
costs associated with former manufactured gas plant ("MGP") sites, FERC Order
636 transition costs and costs related to the Company's various conservation
and load management programs from the Company's firm sales and transportation
customers. These costs were previously recovered through the CGAC.
(3) INCOME TAXES
The Company is a member of an affiliated group of companies that files a
consolidated federal income tax return. The Company follows the policy,
established for the group, of providing for income taxes that would be payable
on a separate company basis. The Company's effective income tax rate was 36.9%
in 1997, which includes the effect of 1.8% related to prior years tax
benefits, 39.2% in 1996 and 39.1% in 1995. State taxes represent the majority
of the difference between the effective rate and the Federal income tax rate
for 1997, 1996 and 1995.
A summary of the provision for income taxes for the three years ended
December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Current--
Federal........................................... $11,670 $10,154 $10,603
State............................................. 2,692 2,004 2,136
------- ------- -------
Total current provision......................... 14,362 12,158 12,739
Deferred--
Federal........................................... 6,998 6,489 2,896
State............................................. 1,150 1,370 623
------- ------- -------
Total deferred provision........................ 8,148 7,859 3,519
------- ------- -------
Provision for income taxes.......................... $22,510 $20,017 $16,258
======= ======= =======
</TABLE>
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
At December 31, 1997 the Company has a regulatory liability of $3,255,000
which represents the tax benefit of unamortized investment tax credits. This
benefit is being passed on to customers over the lives of property giving rise
to the investment credit. The Company also has a regulatory liability for
excess deferred taxes being returned to customers over a 30 year period
pursuant to a 1988 rate order with a balance to be refunded to customers of
$7,116,000 as of December 31, 1997.
For income tax purposes, the Company uses accelerated depreciation and
shorter depreciation lives, as permitted by the Internal Revenue Code.
Deferred federal and state taxes are provided for the tax effects of all
temporary differences between financial reporting and taxable income.
Significant items making up deferred tax assets and deferred tax liabilities
at December 31, 1997 and 1996 are as follows:
F-9
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(3) INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Unbilled revenues................................ $ 17,513 $ 22,392
Reserve for uncollectible receivables............ -- 6,261
Regulatory liabilities........................... 4,125 4,490
Other............................................ 15,086 8,925
--------- ---------
Total deferred tax assets........................ $ 36,724 $ 42,068
========= =========
LIABILITIES:
Accelerated depreciation......................... $ (84,049) $ (80,894)
Deferred gas costs............................... (27,418) (28,684)
Other............................................ (14,090) (12,932)
--------- ---------
Total deferred tax liabilities................... $(125,557) $(122,510)
--------- ---------
Total net deferred taxes......................... $ (88,833) $ (80,442)
========= =========
</TABLE>
Investment tax credits are deferred and credited to income over the lives of
the property giving rise to such credits. The credit to income was
approximately $906,000 in 1997, $931,000 in 1996, and $937,000 in 1995.
(4) COMMITMENTS
Long-term Obligations
The following table provides information on long-term obligations as of
December 31:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
8.33%-9.75%, Medium-Term Notes, Series A, due 2005--
2022................................................. $100,000 $100,000
6.93%-8.50%, Medium-Term Notes, Series B, due 2006--
2024................................................. 50,000 50,000
6.80%-7.25%, Medium-Term Notes, Series C, due 2012--
2025................................................. 60,000 60,000
Capital lease obligations (Note 8).................... 1,743 2,772
Less current portion.................................. (507) (1,029)
-------- --------
$211,236 $211,743
======== ========
</TABLE>
The Company currently has a shelf registration covering the issuance of up
to $100,000,000 of Medium-Term Notes, of which $60,000,000 of Medium-Term
Notes, Series C have been issued.
There are no sinking fund requirements for the next five years related to
the $210,000,000 of Medium-Term Notes outstanding at December 31, 1997 and
none are callable prior to maturity.
Annual maturities of capital lease obligations are $507,000, $561,000,
$620,000 and $55,000 for 1998 through 2001, respectively.
Gas Inventory Financing
Under the terms of the general rate order issued by the Department effective
October 1, 1988, the Company funds its inventory of gas supplies through
external sources. All costs related to this funding are recoverable
F-10
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(4) COMMITMENTS (CONTINUED)
from its customers. The Company maintains a long-term credit agreement with a
group of banks which provides for the borrowing of up to $70,000,000 for the
exclusive purpose of funding its inventory of gas supplies or for backing
commercial paper issued for the same purpose. The Company had $55,502,000 and
$55,594,000 of commercial paper outstanding to fund its inventory of gas
supplies at December 31, 1997 and 1996, respectively. Since the commercial
paper is supported by the credit agreement, these borrowings have been
classified as non-current in the accompanying consolidated balance sheets. The
credit agreement includes a one-year revolving credit facility which may be
converted to a two-year term loan at the Company's option if the one-year
revolving credit facility is not renewed by the banks. The Company may select
the agent bank's prime rate or, at the Company's option, various pricing
alternatives. The agreement requires a facility fee of 1/12 of 1% on the
commitment. No borrowings were outstanding under this agreement during 1997
and 1996.
Short-Term Debt and Lines of Credit
Eastern maintains a credit agreement with a group of banks which provides
for the borrowing by Eastern of up to $100,000,000 (of which up to $75,000,000
may be borrowed or used to back commercial paper issued by the Company) at any
time through December 31, 2001. The interest rate for borrowings is the agent
bank's prime rate, or at the borrower's option, various pricing alternatives.
The Company had outstanding borrowings of $39,700,000 and $57,000,000 in
commercial paper not related to gas inventory financing at December 31, 1997
and 1996, respectively. The weighted average interest rate on these borrowings
was 6.19% at December 31, 1997 and 5.99% at December 31, 1996.
In addition to the $75,000,000 available under the Eastern credit agreement,
the Company has an uncommitted line of credit of $40,000,000 under which it
may borrow through December 31, 1998. The interest rate for such borrowings is
a function of federal funds, money market or prime rates. There were no
borrowings outstanding under this uncommitted line at December 31, 1997 and
1996.
(5) PREFERRED STOCK
The Company has outstanding 1,200,000 shares of 6.421% Cumulative Preferred
Stock, which is non-voting and has a liquidation value of $25 per share. The
preferred stock requires 5% annual sinking fund payments beginning on
September 1, 1999 with a final redemption on September 1, 2018. The preferred
stock is not callable prior to 2003.
(6) PENSION BENEFITS
The Company, through retirement plans under collective bargaining agreements
and participation in Eastern's pension plans, provides retirement benefits for
substantially all of its employees. The benefits under these plans are based
on stated amounts for years of service or employee's average compensation
during the five years prior to retirement. The Company follows a policy of
funding retirement and employee benefit plans in accordance with the
requirements of the plans and agreements in sufficient amounts to satisfy the
"Minimum Funding Standards" of the Employee Retirement Income Security Act of
1974 ("ERISA").
Net pension cost included the following components:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost-benefits earned during the
year........................................ $ 2,838 $ 2,883 $ 2,710
Interest cost on projected benefit obliga-
tion........................................ 8,632 8,492 8,055
Actual return on plan assets................. (38,975) (11,727) (21,762)
Net amortization and deferral................ 29,005 3,225 13,773
-------- -------- --------
Net pension cost............................. $ 1,500 $ 2,873 $ 2,776
======== ======== ========
</TABLE>
F-11
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(6) PENSION BENEFITS (CONTINUED)
For the periods 1997 and 1996, the expected long-term rate of return on
assets was 8.5% and the discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.5%. The rate of
increase in future compensation levels was 4.75%-5.0% for 1997 and 1996.
The following table sets forth the funded status of pension plans and
amounts recognized in the Company's consolidated balance sheets based on a
measurement date of October 1.
<TABLE>
<CAPTION>
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested
benefits of $96,965 in 1997 and $97,180 in 1996..... $105,569 $106,180
======== ========
Projected benefit obligation for service rendered to
date................................................ (115,945) (117,729)
Plan assets at fair value, primarily listed stocks,
corporate bonds and U.S. bonds...................... 165,857 139,887
-------- --------
Plan assets in excess of projected benefit
obligation.......................................... 49,912 22,158
Unrecognized net obligation at January 1, 1986 being
recognized over 15 years............................ 654 871
Unrecognized net gain................................ (52,805) (26,820)
Unrecognized prior service cost...................... 10,903 11,952
-------- --------
Net pension asset.................................... $ 8,664 $ 8,161
======== ========
</TABLE>
(7) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
In addition to providing pension benefits, the Company, through
participation in Eastern-administered plans and welfare plans under collective
bargaining agreements, provides certain health care and life insurance
benefits for retired employees. The expected cost of postretirement benefits
other than pensions is charged to expense during the period of the employee's
service. As of the date of adoption of Statement of Financial Accounting
Standards No. 106 ("SFAS 106"), "Employers Accounting for Postretirement
Benefits Other Than Pensions", the cumulative effect of the accounting change
("transition obligation") was $89,120,000. The 1996 Rate Order allowed
recovery of SFAS 106 costs, which includes current SFAS 106 expense and the
amortization of the regulatory asset related to the transition obligation.
Net postretirement benefit costs included the following components:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost-benefits earned during the year.... $ 789 $ 779 $ 729
Interest cost on accumulated benefit obliga-
tion........................................... 5,704 5,749 5,645
Net amortization and deferral of actuarial gains
and losses..................................... 2,761 (1,448) (4,752)
Actual return on plan assets.................... (5,958) (1,355) 2,352
------- ------- -------
Postretirement benefit cost..................... 3,296 3,725 3,974
Amortization of regulatory asset................ 4,637 5,266 3,760
------- ------- -------
Net postretirement benefit cost................. $ 7,933 $ 8,991 $ 7,734
======= ======= =======
</TABLE>
F-12
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(7) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)
The following table sets forth the funded status of the plans and amounts
recognized in the Company's consolidated balance sheets based on a measurement
date of October 1.
<TABLE>
<CAPTION>
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Retirees............................................... $(58,800) $(58,131)
Other fully eligible participants...................... (4,725) (5,728)
Other active participants.............................. (15,275) (15,083)
-------- --------
(78,800) (78,942)
Plan assets at fair value.............................. 23,877 17,918
-------- --------
Accumulated postretirement benefits obligation in ex-
cess of plan assets................................... (54,923) (61,024)
Unrecognized actuarial gain............................ (18,324) (12,586)
Unrecognized prior service benefits.................... (10,027) (11,217)
-------- --------
Accrued postretirement benefits........................ $(83,274) $(84,827)
======== ========
</TABLE>
The Company established a 501(c) (9) Voluntary Employee Beneficiary
Association ("VEBA") Trust in 1991 to begin funding its postretirement benefit
obligation for collectively bargained employees. Plan assets are invested in
equity securities, fixed-income investments and money market instruments.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5% in 1997 and 1996. A 7% annual
increase in the cost of covered health care benefits was assumed for 1997 and
1996. This rate of increase is assumed to remain at 7% through 1999 and
decrease to 6% in 2000 and 5% thereafter. A 1% increase in the assumed health
care cost trend would have increased the postretirement benefit cost by
$382,000 in 1997 and $536,000 in 1996, and the accumulated postretirement
benefit obligation by $4,258,000 in 1997 and $6,253,000 in 1996.
(8) LEASES
The Company and its subsidiary lease certain facilities and equipment under
long-term leases which expire on various dates through the year 2001. Total
rentals charged to income under all lease agreements were approximately
$10,112,000 in 1997, $8,418,000 in 1996 and $8,826,000 in 1995.
The Company capitalizes its financing leases, which include liquefied
natural gas facilities and an operations center. The lease for the liquefied
natural gas facilities in Lynn and Salem expired June 30, 1997. On May 6, 1997
the Company filed a civil suit to determine its purchase rights under the
lease. Pending the court's decision or a negotiated outcome, the parties have
agreed that the Company will continue to operate and maintain the facilities.
A summary of property held under capital leases as of December 31 is as
follows:
<TABLE>
<CAPTION>
1997 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
LNG facilities.............................................. $15,600 $15,600
Buildings................................................... 6,000 6,000
------- -------
21,600 21,600
Less-Accumulated depreciation............................... 19,857 18,828
------- -------
Total Capital Leases.................................... $ 1,743 $ 2,772
======= =======
</TABLE>
F-13
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(8) LEASES (CONTINUED)
Under the terms of SFAS 71, the timing of expense recognition on capitalized
leases should conform with regulatory rate treatment. The Company has included
the rental payments on its financing leases in its cost of service for rate
purposes. Therefore, the total depreciation and interest expense that was
recorded on the leases was equal to the rental payments included in other
operating and maintenance expense in the accompanying consolidated statements
of earnings.
The Company also has various operating lease agreements for office
facilities and other equipment. The remaining minimum rental commitments for
these and all other noncancelable leases, including the financing leases, at
December 31, 1997 is as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
YEAR LEASES LEASES
---- ------- ---------
(IN THOUSANDS)
<S> <C> <C>
1998..................................................... $ 684 $ 4,937
1999..................................................... 686 3,792
2000..................................................... 687 2,493
2001..................................................... 57 1,488
2002..................................................... -- 923
Later Years.............................................. -- 233
------ -------
Total minimum lease payments............................. $2,114 $13,866
====== =======
Less-Amount representing interest and executory costs.... 371
------
Present value of minimum lease payments on capital
leases.................................................. $1,743
======
</TABLE>
(9) FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair values
of financial instruments:
Cash
The carrying amounts approximate fair value.
Short-term Debt
The carrying amounts of the Company's short-term debt, including notes
payable and gas inventory financing, approximate their fair value.
Long-term Debt
The fair value of long-term debt is estimated based on currently quoted
market prices.
Preferred Stock
The fair value of the preferred stock for 1997 and 1996 is based on
currently quoted market prices.
F-14
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(9) FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts and estimated fair values of the Company's financial
instruments at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
----------------- -----------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash........................................ $ 307 $ 307 $ 1,474 $ 1,474
Short-term debt............................. $ 95,202 $ 95,202 $112,594 $112,594
Long-term debt.............................. $211,743 $236,743 $212,772 $223,001
Preferred stock............................. $ 29,326 $ 31,525 $ 29,293 $ 29,586
</TABLE>
(10) RESTRUCTURING CHARGE
During the fourth quarter of 1997, the Company recorded a restructuring
charge of $8.7 million related to its decision to exit the gas appliance
repair and service business. The charge includes $5.4 million for employee
severance and termination benefits associated with the elimination of
approximately 130 bargaining unit and management positions. The remaining $3.3
million relates to the disposition of assets, the cancellation of lease
obligations, communications, legal and other related costs. The Company
expects the restructuring plan to be complete by the end of 1998. The
restructuring charge is reported as a component of operating expenses in the
consolidated statement of earnings.
(11) RELATED PARTY TRANSACTIONS
The Company paid Eastern $4,300,000 in 1997, $4,048,000 in 1996, and
$4,117,000 in 1995 for legal, tax and corporate services rendered.
In December 1996, Eastern Rivermoor Company, Inc., a wholly owned subsidiary
of Eastern, purchased the Company's primary operations center from a third
party and assumed the current lease agreement with the Company. During 1997
the Company paid $752,000 to Eastern Rivermoor Company, Inc.
During 1996, Eastern entered into a joint venture with New England Electric
System ("NEES") to form AllEnergy Marketing Company, L.L.P., a new unregulated
energy marketing company. In the fourth quarter of 1997, Eastern sold its
interest to NEES. During 1997 and 1996, AllEnergy purchased gas from the
Company at prices and terms equivalent to those used in transacting business
with unrelated parties and totalled approximately $163,000 and $2,764,000,
respectively.
(12) ENVIRONMENTAL ISSUES
The Company, like many other companies in the natural gas industry, is party
to governmental proceedings requiring investigation and possible remediation
of former manufactured gas plant ("MGP") sites. The Company may have or share
responsibility under applicable environmental laws for the remediation of 17
such sites. A subsidiary of New England Electric System ("NEES") has assumed
responsibility for remediating 10 of these sites, subject to a limited
contribution from the Company. The Company has estimated its potential share
of the costs of investigating and remediating former MGP sites in accordance
with Statement of Financial Accounting Standards No. 5, "Accounting for
Contingencies," and the American Institute of Certified Public Accountants
Statement of Position 96-1, "Environmental Remediation Liabilities." The
Company has recorded a liability of $19.5 million, which represents its best
estimate at this time of remediation costs, which may reasonably be estimated
to range from $17 million to $31 million. However, there can be no assurance
that such
F-15
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(12) ENVIRONMENTAL ISSUES (CONTINUED)
costs will not vary considerably from these estimates. Factors that may bear
on costs differing from estimates include, without limit, changes in
regulatory standards, changes in remediation technologies and practices and
the type and extent of contaminants discovered at the sites.
The Company is aware of 21 other former MGP sites within its service
territory. The NEES subsidiary has provided full indemnification to the
Company with respect to eight of these sites. At this time, there is
substantial uncertainty as to whether the Company has or shares responsibility
for remediating any of these other sites. No notice of responsibility has been
issued to the Company for any of these sites from any governmental
environmental authority.
By a rate order issued on May 25, 1990, the Department approved the recovery
of all prudently incurred environmental response costs associated with former
MGP sites over separate, seven-year amortization periods, without a return on
the unamortized balance. The Company has recognized an insurance receivable of
$3.4 million, reflecting a negotiated settlement with an insurance carrier for
environmental expense indemnity, and a regulatory asset of $16.1 million,
representing the expected rate recovery of environmental remediation costs,
net of the insurance settlement. The Company currently believes, in light of
the indemnity agreement with the NEES subsidiary and the Department rate order
on environmental cost recovery, that it is not probable that such costs will
materially affect its financial condition or results of operations.
(13) PIPELINE TRANSITION COSTS
Pursuant to FERC Order 636, pipelines were permitted to recover prudently
incurred transition costs, including (1) gas supply realignment costs or the
costs of renegotiating existing gas supply contracts with producers; (2)
unrecovered purchased gas adjustment costs or unrecovered gas costs at the
time the pipelines ceased the merchant function; (3) stranded costs or the
unrecovered costs of assets that cannot be assigned to customers of unbundled
services; and (4) new facilities costs or the costs of new facilities required
to physically implement the order.
On March 8, 1995 the Department issued an order allowing for the recovery of
the Company's transition cost liability from customers. During 1997, the
Company's remaining obligation for transition cost liability was settled by
applying pipeline rate case refunds against such obligation.
F-16
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boston Gas Company:
We have audited the accompanying consolidated balance sheets of Boston Gas
Company (a Massachusetts Corporation and wholly-owned subsidiary of Eastern
Enterprises) and subsidiary as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, retained earnings and cash flows for each
of the three years in the period ended December 31, 1997. These consolidated
financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Boston Gas
Company and subsidiary as of December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index to
consolidated financial statements are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not a part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state, in all material respects, the financial data required
to be set forth therein in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 22, 1998
F-17
<PAGE>
BOSTON GAS COMPANY AND SUBSIDIARY
INTERIM FINANCIAL INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1997 (UNAUDITED)
The following table summarizes the Company's reported quarterly information
for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1997
Operating revenues....................... $312,538 $139,743 $57,874 $190,790
Operating margin......................... $115,079 $ 64,250 $37,027 $ 86,023
Operating earnings (loss)................ $ 31,663 $ 8,709 $(2,021) $ 17,909
Net earnings (loss) applicable to common
stock................................... $ 26,338 $ 3,894 $(6,495) $ 12,848
1996
Operating revenues....................... $343,341 $136,520 $59,453 $166,148
Operating margin......................... $122,174 $ 59,309 $34,733 $ 74,992
Operating earnings (loss)................ $ 30,334 $ 6,339 $(3,758) $ 15,519
Net earnings (loss) applicable to common
stock................................... $ 25,021 $ 1,842 $(8,161) $ 10,438
</TABLE>
F-18
<PAGE>
SCHEDULE II
BOSTON GAS COMPANY AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
------------------ NET
BALANCE, CHARGED DEDUCTIONS BALANCE,
DECEMBER 31, CHARGED TO OTHER FROM DECEMBER 31,
DESCRIPTION 1996 TO INCOME ACCOUNTS RESERVES 1997
----------- ------------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
RESERVES DEDUCTED FROM
ASSETS:
Reserves for doubtful
accounts............. $ 15,963 $13,222 $ -- $13,402 $ 15,783
======== ======= ======= ======= ========
RESERVES NOT DEDUCTED
FROM ASSETS:
Accumulated deferred
income taxes......... $ 76,277 $ (804) $ 3,655 $ -- $ 79,128
-------- ------- ------- ------- --------
Deferred investment
tax credits.......... $ 6,836 $ (905) $ -- $ -- $ 5,931
-------- ------- ------- ------- --------
Postretirement benefit
cost................. $ 84,827 $ 3,295 $ -- $ 4,848 $ 83,274
-------- ------- ------- ------- --------
Other reserves and
deferred credits--
Reserve for self-
insurance........... $ 2,240 $ 2,461 $ -- $ 1,831 $ 2,870
SFAS 109 Regulatory
Liability........... 3,839 -- -- 584 3,255
Deferred net
normalization
surplus............. 7,606 -- -- 490 7,116
Other................ 11,011 6,546 19,500 8,073 28,984
-------- ------- ------- ------- --------
Total other reserves
and deferred
credits............ $ 24,696 $ 9,007 $19,500 $10,978 $ 42,225
-------- ------- ------- ------- --------
Total reserves not
deducted from
assets............. $192,636 $10,593 $23,155 $15,826 $210,558
======== ======= ======= ======= ========
</TABLE>
F-19
<PAGE>
SCHEDULE II
BOSTON GAS COMPANY AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
------------------ NET
BALANCE, CHARGED DEDUCTIONS BALANCE,
DECEMBER 31, CHARGED TO OTHER FROM DECEMBER 31,
DESCRIPTION 1995 TO INCOME ACCOUNTS RESERVES 1996
----------- ------------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
RESERVES DEDUCTED FROM
ASSETS:
Reserves for doubtful
accounts............. $ 15,324 $12,942 $ -- $12,303 $ 15,963
======== ======= ====== ======= ========
RESERVES NOT DEDUCTED
FROM ASSETS:
Accumulated deferred
income taxes......... $ 72,001 $(1,383) $5,659 $ -- $ 76,277
-------- ------- ------ ------- --------
Deferred investment
tax credits.......... $ 7,767 $ (931) $ -- $ -- $ 6,836
-------- ------- ------ ------- --------
Postretirement benefit
cost................. $ 86,589 $ 3,725 $ -- $ 5,487 $ 84,827
-------- ------- ------ ------- --------
Other reserves and
deferred credits--
Reserve for self-
insurance........... $ 2,347 $ 1,931 $ -- $ 2,038 $ 2,240
SFAS 109 Regulatory
Liability........... 4,440 -- -- 601 3,839
Deferred net
normalization
surplus............. 7,951 -- -- 345 7,606
Other................ 9,120 7,054 -- 5,163 11,011
-------- ------- ------ ------- --------
Total other reserves
and deferred
credits............ $ 23,858 $ 8,985 $ -- $ 8,147 $ 24,696
-------- ------- ------ ------- --------
Total reserves not
deducted from
assets............. $190,215 $10,396 $5,659 $13,634 $192,636
======== ======= ====== ======= ========
</TABLE>
F-20
<PAGE>
SCHEDULE II
BOSTON GAS COMPANY AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
------------------ NET
BALANCE, CHARGED DEDUCTIONS BALANCE,
DECEMBER 31, CHARGED TO OTHER FROM DECEMBER 31,
DESCRIPTION 1994 TO INCOME ACCOUNTS RESERVES 1995
----------- ------------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
RESERVES DEDUCTED FROM
ASSETS:
Reserves for doubtful
accounts............. $ 15,621 $14,500 $ -- $14,797 $ 15,324
======== ======= ====== ======= ========
RESERVES NOT DEDUCTED
FROM ASSETS:
Accumulated deferred
income taxes......... $ 66,577 $ 2,985 $2,439 $ -- $ 72,001
-------- ------- ------ ------- --------
Deferred investment
tax credits.......... $ 8,704 $ (937) $ -- $ -- $ 7,767
-------- ------- ------ ------- --------
Postretirement benefit
cost................. $ 90,214 $ 3,975 $ -- $ 7,600 $ 86,589
-------- ------- ------ ------- --------
Other reserves and
deferred credits--
Reserve for self-
insurance........... $ 2,258 $ 1,739 $ -- $ 1,650 $ 2,347
SFAS 109 Regulatory
Liability........... 5,045 -- -- 605 4,440
Deferred net
normalization
surplus............. 8,296 -- -- 345 7,951
Other................ 6,068 6,955 1,521 5,424 9,120
-------- ------- ------ ------- --------
Total other reserves
and deferred
credits............ $ 21,667 $ 8,694 $1,521 $ 8,024 $ 23,858
-------- ------- ------ ------- --------
Total reserves not
deducted from
assets............. $187,162 $14,717 $3,960 $15,624 $190,215
======== ======= ====== ======= ========
</TABLE>
F-21
<PAGE>
EXHIBIT 10.15
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
This Agreement ("Agreement") is made and entered into this 1st day of September,
1994, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, Algonquin and Customer entered into a Service Agreement dated June 1,
1993, for service under Rate Schedule AFT-1; and
WHEREAS, Algonquin and its customers entered into a settlement agreement in
Algonquin's Docket Nos. RP93-14-()00, et al. which provided, among other things,
for revised daily and annual contract entitlements under Rate Schedules AFT-1,
AFT-E, AFT-1S and AFT-ES; and
WHEREAS, the Federal Energy Regulatory Commission issued an order on July 8,
1994, approving the settlement in Docket Nos. RP93-14-000, et al; and
WHEREAS, Algonquin and Customer desire to execute a superseding service
agreement under Rate Schedule AFT-1 in accordance with the terms of the
settlement as approved by the Commission's July 8, 1994 order;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE I
SCOPE OF AGREEMENT
(Continued)
all Point(s) of Receipt on any day or in any year a cumulative quantity of
natural gas, without the prior consent of Algonquin, in excess of the
following quantities of natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity (MMBtu)
--------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Nov 16 - Apr 15 29,909*
Apr 16 - May 31 19,939
Jun 1 - Sep 30 0
Oct 1 - Nov 15 19,939
</TABLE>
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 6,350,647 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated to deliver at any Point of Delivery on any day a quantity
of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
2000 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-l as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under Rate
Schedule AFT-l, nor less than the minimum rate under Rate Schedule AFT-l.
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE III
RATE SCHEDULE
(Continued)
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction, and as the same may be legally amended or superseded,
which rate schedules and General Terms and Conditions are by this reference
made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-l.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery.
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
Natural gas to be delivered by Algonquin for the account of Customer hereunder
may also be delivered at the outlet side of any other measuring station on the
Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule
AFT-l.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attn: William R. Luthern
Vice President, Gas Supply and Production
or such other address as either party shall designate by formal written notice.
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto, except that in the case of conversions
from former Rate Schedules F-2 and F-3, the parties' obligations under Article
II of the service agreements pertaining to such rate schedules shall continue in
effect.
Service Agreement No. 9B100 executed by Customer and Algonquin under Rate
Schedule AFT-1 dated June 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
-------------------------------
Title: VICE PRESIDENT, MARKETING
-------------------------------
BOSTON GAS COMPANY
By: /s/ William R. Luthern
-------------------------------
Title: VICE PRESIDENT
-------------------------------
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
------- ------------------ ----------------
<S> <C> <C>
Lambertville, NJ At any pressure requested
Nov 16 - Apr 15 29,909 by Algonquin but not in
Apr 16 - May 31 19,939 excess of 750 Psig.
Jun 1 - Sep 30 0
Oct 1 - Nov 15 19,939
</TABLE>
Signed for Identification
Algonquin: /s/ John J. Mullaney
---------------------
Customer: /s/ W. R. Luthern
--------------------
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
At Customer's reduction
valves located at Everett, MA 75
Nov 16 - Apr 15 14,348
Apr 16 - May 31 9,565
Jun 1 - Sep 30 0
Oct 1 - Nov 15 9,565
At the property line
on the outlet side of
meter stations located at:
Waltham, MA 125
Nov 16 - Apr 15 4,784
Apr 16 - May 31 3,189
Jun 1 - Sep 30 0
Oct 1 - Nov 15 3,189
East Braintree, MA 125
Nov 16 - Apr 15 4,784
Apr 16 - May 31 3,189
Jun 1 - Sep 30 0
Oct 1 - Nov 15 3,189
</TABLE>
Signed for Identification
Algonquin:/s/ John J. Mullaney
---------------------
Customer: /s/ W. R. Luthern
---------------------
<PAGE>
9B100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
(Continued)
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-l between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
Wellesley, MA 60
Nov 16 - Apr 15 4,784
Apr 16 - May 31 3,189
Jun 1 - Sep 30 0
Oct 1 - Nov 15 3,189
Norwood, MA 75
Nov 16 - Apr 15 1,209
Apr 16 - May 31 807
Jun 1 - Sep 30 0
Oct 1 - Nov 15 807
</TABLE>
Signed for Identification
Algonquin:/s/ John J Mullaney
--------------------
Customer: /s/ W. R. Luthern
--------------------
FHH\cl
9B100.New
<PAGE>
EXHIBIT 10.16
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
------------------------------------
This Agreement ("Agreement") is made and entered into this 1st day of September,
1994, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, Algonquin and Customer entered into a Service Agreement dated June 1,
1993, for service under Rate Schedule AFT-E; and
WHEREAS, Algonquin and its customers entered into a settlement agreement in
Algonquin's Docket Nos. RP93-14-000, et al. which provided, among other things,
for revised daily and annual contract entitlements under Rate Schedules AFT-1,
AFT-E, AFT-1S and AFT-ES; and
WHEREAS, the Federal Energy Regulatory Commission issued an order on July 8,
1994, approving the settlement in Docket Nos. RP93-14-000 et al; and
-- --
WHEREAS, Algonquin and Customer desire to execute a superseding service
agreement under Rate Schedule AFT-E in accordance with the terms of the
settlement as approved by the Commission's July 8, 1994 order;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-E, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
-----------------------------------
ARTICLE I
SCOPE OF AGREEMENT
(Continued)
all Point(s) of Receipt on any day or in any year a cumulative quantity of
natural gas, without the prior consent of Algonquin, in excess of the
following quantities of natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity (MMBtu)
--------------------------------------------
<TABLE>
<S> <C>
Nov 16 - Apr 15 30,000*
Apr 16 - May 31 28,824
Jun 1 - Sep 30 26,473
Oct 1 - Nov 15 28,824
</TABLE>
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 10,411,514 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated to deliver at any Point of Delivery on any day a quantity
of natural gas in excess of the applicable Maximum Dally Delivery
Obligation.
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
-----------------------------------
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
1996 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter; Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-E as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed; The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under Rate
Schedule AFT-E, nor less than the minimum rate under Rate Schedule AFT-E.
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
-----------------------------------
ARTICLE III
RATE SCHEDULE
(Continued)
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction, and as the same may be legally amended or superseded,
which rate schedules and General Terms and Conditions are by this reference
made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-E, (b) Algonquin's Rate Schedule AFT-E, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-E. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-E.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery.
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
----------------------------------
Natural gas to be delivered by Algonquin for the account of Customer hereunder
may also be delivered at the outlet side of any other measuring station on the
Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule
AFT-E.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attn: William R. Luthern
Vice President, Gas Supply and Production
or such other address as either party shall designate by formal written notice.
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
-----------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement No. 93002E executed by Customer and Algonquin under Rate
Schedule AFT-E dated June 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullarey
-------------------------------
Title: VICE PRESIDENT, MARKETING
-------------------------------
BOSTON GAS COMPANY
By: /s/ William R. Luthern
-------------------------------
Title: Vice President
-------------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
---------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
------- ------------------ ----------------
<S> <C> <C>
Hanover, NJ (TETCO) At any pressure requested
Nov 16 - Apr 15 11,439 by Algonquin but not in
Apr 16 - May 31 10,991 excess of 750 Psig.
Jun 1 - Sep 30 10,094
Oct 1 - Nov 15 10,991
Lambertville, NJ At any pressure requested
Nov 16 - Apr 15 18,561 by Algonquin but not in
Apr 16 - May 31 17,833 excess of 750 Psig.
Jun 1 - Sep 30 16,379
Oct 1 - Nov 15 17,833
</TABLE>
Signed for Identification
Algonquin: /s/ John J. Mullarey
---------------------
Customer: /s/ W. R. Luthern
---------------------
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
At Customer's reduction
valves located at Everett, MA 75
Nov 16 - Apr 15 11,534
Apr 16 - May 31 11,082
Jun 1 - Sep 30 10,178
Oct 1 - Nov 15 11,082
At the property line
on the outlet side of
meter stations located at:
Waltham, MA 125
Nov 16 - Apr 15 5,287
Apr 16 - May 31 5,080
Jun 1 - Sep 30 4,665
Oct 1 - Nov 15 5,080
East Braintree, MA 125
Nov 16 - Apr 15 526
Apr 16 - May 31 505
Jun 1 - Sep 30 464
Oct 1 - Nov 15 505
</TABLE>
Signed for Identification
Algonquin:/s/ John J. Mullarey
--------------------
Customer: /s/ W R. Luthern
--------------------
<PAGE>
93002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
(Continued)
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- -------------------- -----------------
<S> <C> <C>
Weston, MA 100
Nov 16 - Apr 15 480
Apr 16 - May 31 461
Jun 1 - Sep 30 424
Oct 1 - Nov 15 461
Wellesley, MA 60
Nov 16 - Apr 15 6,247
Apr 16 - May 31 6,002
Jun 1 - Sep 30 5,513
Oct 1 - Nov 15 6,002
Ponkapoag, MA 200
Nov 16 - Apr 15 15,186
Apr 16 - May 31 14,591
Jun 1 - Sep 30 13,401
Oct 1 - Nov 15 14,591
</TABLE>
SIGNED for Identification
Algonquin: /s/ John J. Mullarey
--------------------
Customer: /s/ W R. Luttern
---------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
----------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
(Continued)
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
Norwood, MA 75
Nov 16 - Apr 15 742
Apr 16 - May 31 713
Jun 1 - Sep 30 655
Oct 1 - Nov 15 713
</TABLE>
Algonquin's Maximum Daily Delivery Obligations for the East Braintree and
Potter Street Points of Delivery under Contract Nos. 93002E and 93002 shall
not exceed a combined daily total equal to the aggregate of the former
Maximum Daily Delivery Obligations at the East Braintree Point of Delivery
under Rate Schedules AFT-i (F-1) and AFT-E (F-1) in the amounts of 16,948
MMBtu and 5,238 MMBtu, respectively.
Signed for Identification
Algonquin: /s/ John J. Mullarey
--------------------
Customer: /s/ W. R. Luttern
--------------------
<PAGE>
EXHIBIT 10.17
CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
RATE SCHEDULES AFT-1 and AFT-1S
-------------------------------
(For Boston Gas Company)
I.D. No.: 0161
----
Algonquin Addendum Contract No.: 86003R1
-------
Capacity Release Umbrella Agreement No.: BOS
---
Addendum No.01
--
Capacity Release
Rate Schedule AFT-1SZ
-------
Releasing Customer: Bristol and Warren Gas Company
------------------------------
Releasing Customer's Contract No.: 86003
-----
Begin Date of Release: October 1, 1994
---------- ----
End Date of Release: April 30,1999 (Permanent)
------------------------
Maximum Daily Transportation Quantity 72 MMBtu
--------
Maximum Annual Transportation Quantity 19,440 MMBtu
------------
Is this capacity subject to right of recall? Yes ___ No X
---
______________________________________________________
______________________________________________________
______________________________________________________
Rates: Check all that apply:
Volumetric _______
Reservation Charge Maximum
-------
Other (Describe) _______
_______
<PAGE>
CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
RATE SCHEDULES AFT-1 and AFT-1S
-------------------------------
(continued)
I.D. No.: 0161
----
Algonquin Addendum Contract No.: 86003R1
-------
Capacity Release Umbrella Agreement No.: BOS
---
Addendum No.01
--
Capacity Release
Rate Schedule AFT-1SZ
--------
Primary
Point of Maximum Daily Maximum
Receipt Receipt Obligation Receipt Pressure
------- ------------------ ----------------
At any Pressure requested
by Algonquin but not in
excess of 750 Psig.
Primary
Point of Maximum Daily Minimum
Delivery Delivery Obligation Delivery Pressure
-------- ------------------- -----------------
Signed for Identification
Algonquin: /s/ John J. Mullaney
--------------------------
Customer: /s/ Chris Gulick
--------------------------
PCI/cl15)
addendum
<PAGE>
ALGONQUIN GAS TRANSMISSION COMPANY
A UNIT OF PANHANDLE EASTERN CORPORATION
1284 SOLDIERS FIELD ROAD, BOSTON, MASSACHUSETTS 02135
AREA CODE 617 254-4050
[LOGO]
October 27, 1994
Mr. Chris Gulick
Boston Gas Company
One Beacon Street
Boston, MA 02108
Re: Algonquin Addendum Contract
---------------------------
Dear Chris:
Enclosed are your executed Addendum Contract No. 86003R1 for your files.
If you have any questions, please call directly at 617-5601547.
Sincerely,
/s/ Peter C. Ingrahm
Peter C. Ingraham
Senior Marketing
Services Representative
PCI/cl15
<PAGE>
EXHIBIT 10.18
Contract No.934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-I)
---------------------------------
WHEREAS, Algonquin Gas Transmission Company ("Algonquin"), a Delaware
Corporation, and Boston Gas Company, ("Customer"), entered into a service
agreement dated November 1, 1993, under Algonquin's Rate Schedule FTP;
WHEREAS, the Commission issued an order on July 8, 1994, approving a Stipulation
and Agreement filed on March 1, 1994, as supplemented on April 25, 1994, in
Docket Nos. RP93-14-000, et al. (the "S&A");
WHEREAS, Article III, Section 3 of the S&A provides that a customer under Rate
Schedule FTP has the option of converting such service to service under Rate
Schedule AFT-1;
WHEREAS, Article III, Section 3 of the S&A provides that such conversion to Part
284 service shall not affect the rate that the converting customer shall pay,
which shall be the rate the converting customer would otherwise have paid as a
result of the S&A, under its prior service agreement;
WHEREAS, Customer provided Algonquin with written notice of its intention to
convert to Rate Schedule AFT-1;
NOW, THEREFORE, this Agreement ("Agreement") is made and entered into this 1st
day of December, 1994, by and between Algonquin and Customer.
In consideration of the premises and of the mutual covenants herein contained,
the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of natural gas plus the
applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity (MDTQ) 20,771 MMBtu
Maximum Annual Transportation Quantity (MATQ) 7,581,415 MMBtu
<PAGE>
Contract No.934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated to deliver at any Point of Delivery on any day a quantity
of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
1999 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate specified
under Rate Schedule AFT-1 for service resulting from the conversion of
entitlements under former Rate Schedule FTP, nor less than the minimum rate
under Rate Schedule AFT-1.
2
<PAGE>
Contract No. 934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE III
RATE SCHEDULE
(Continued)
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction, and as the same may be legally amended or superseded,
which rate schedules and General Terms and Conditions are by this reference
made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
3
<PAGE>
Contract No. 934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery. Natural gas to be delivered
by Algonquin for the account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attn: William R. Luthern
Vice President, Gas Supply and Production
or such other address as either party shall designate by formal written notice.
4
<PAGE>
Contract No. 934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement No. 934001 executed by Customer and Algonquin under Rate
Schedule FTP dated November 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
------------------------------
Title: VICE PRESIDENT, MARKETING
--------------------------
BOSTON GAS COMPANY
By: /s/ William R. Luthern
------------------------------
Title: Vice President
--------------------------
5
<PAGE>
Contract No. 934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: December 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer) concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
- ------- ------------------ ----------------
<S> <C> <C>
Lambertville, NJ 20,771 At any pressure
requested by Algonquin
but not in excess of
750 Psig.
</TABLE>
Signed for Identification
Algonquin: /s/ John J. Mullaney
--------------------
Customer: /s/ Chris Gulick
--------------------
6
<PAGE>
Contract No. 934001
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: December 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer) concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- -------- ------------------- -----------------
<S> <C> <C>
Everett, MA
(at reduction valves) 51 75
Polaroid, Waltham, MA 10,081 Algonquin's Line
pressure as may exist
from time to time.
Medford, MA 10,639 200
</TABLE>
Signed for Identification
Algonquin: /s/ John J. Mullaney
-----------------------
Customer: /s/ Chris Gulick
-----------------------
7
<PAGE>
EXHIBIT 10.19
Contract No. 9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
WHEREAS, Algonquin Gas Transmission Company ("Algonquin"), a Delaware
Corporation, and Boston Gas Company, ("Customer"), entered into a service
agreement dated November 1, 1993, under Algonquin's Rate Schedule AFT-2;
WHEREAS, the Commission issued an order on July 8, 1994, approving a Stipulation
and Agreement filed on March 1, 1994, as supplemented on April 25, 1994, in
Docket Nos. RP93-14-000, et al. (the "S&A");
WHEREAS, Article III, Section 3 of the S&A provides that a customer under Rate
Schedule AFT-2 has the option of converting such service to service under Rate
Schedule AFT-1;
WHEREAS, Article III, Section 3 of the S&A provides that such conversion to Part
284 service shall not affect the rate that the converting customer shall pay,
which shall be the rate the converting customer would otherwise have paid as a
result of the S&A, under its prior service agreement;
WHEREAS, Customer provided Algonquin with written notice of its intention to
convert to Rate Schedule AFT-1;
NOW, THEREFORE, this Agreement ("Agreement") is made and entered into this 1st
day of December, 1994, by and between Algonquin and Customer.
In consideration of the premises and of the mutual covenants herein contained
the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account
of Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of natural gas plus the
applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity (MDTQ) 19,970 MMBtu
Maximum Annual Transportation Quantity (MATQ) 7,289,050 MMBtu
<PAGE>
Contract No. 9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
1.2 Algonquin agrees to transport and deliver to or for the account of
Customer at the Point(s) of Delivery and Customer agrees to accept or
cause acceptance of delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided, however, Algonquin
shall not be obligated to deliver at any Point of Delivery on any day a
quantity of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
2012 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment
to Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate specified
under Rate Schedule AFT-1 for service resulting from the conversion of
entitlements under former Rate Schedule AFT-2, nor less than the minimum
rate under Rate Schedule AFT-1.
2
<PAGE>
Contract No. 9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE III
RATE SCHEDULE
(Continued)
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction, and as the same may be legally amended or superseded,
which rate schedules and General Terms and Conditions are by this reference
made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
3
<PAGE>
Contract No.9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery. Natural gas to be delivered
by Algonquin for the account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attn: William R. Luthern
Vice President, Gas Supply and Production
or such other address as either party shall designate by formal written notice.
4
<PAGE>
Contract No.9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
----------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance
with the laws of the Commonwealth of Massachusetts, excluding conflicts of
law principles that would require the application of the laws of a
different jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement No.9221 executed by Customer and Algonquin under Rate
Schedule AFT-2 dated November 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective agents thereunto duly authorized, the day and
year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
---------------------------------------
Title: VICE PRESIDENT MARKETING
------------------------------------
BOSTON GAS COMPANY
By: /s/ William R. Luthern
------------------------------------
Vice President
Title: Gas Production, Supply & Engineering
------------------------------------
5
<PAGE>
Contract No.9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: December 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer) concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
-------- ------------------ ----------------
<S> <C> <C>
Mendon, MA 19,970 At any pressure requested
by Algonquin but not in
excess of 750 Psig.
</TABLE>
Signed for Identification
Algonquin: /s/ John J. Mullaney
-----------------------
Customer: /s/ William R. Luthern
-----------------------
6
<PAGE>
Contract No. 9221
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: December 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer) concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
Norwood, MA 3,994 75
East Braintree, MA 9,985 125
Wellesley, MA 5,991 60
</TABLE>
Signed for Identification
Algonquin: /s/ John J.Mullaney
-----------------------
Customer: /s/ William R. Luthern
-----------------------
7
<PAGE>
EXHIBIT 10.20
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
This Agreement ("Agreement") is made and entered into this 1st day of January,
1998, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin") and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, Algonquin and Customer entered into two Service Agreements (No. 93302
and No. 93202) both dated June 1, 1993, for service under Rate Schedule AFT-1;
and
WHEREAS, Algonquin and its customers entered into an agreement in which
provided, among other things, for revised daily and annual contract entitlements
under Rate Schedule AFT-1; and
WHEREAS, to enhance both parties' ease in administering nominations and capacity
releases, among other things, Algonquin and Customer desire to combine the two
aforementioned service agreements into a single service agreement for service
under Rate Schedule AFT-1;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of natural gas plus the
applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity 27,729 MMBtu
----------
Maximum Annual Transportation Quantity 10,121,085 MMBtu
----------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
----------------------------------
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated to deliver at any Point of Delivery on any day a quantity
of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
2009 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under Rate
Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction,
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
and as the same may be legally amended or superseded, which rate schedules
and General Terms and Conditions are by this reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery. Natural gas to be delivered
by Algonquin for the account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
5400 Westheimer Court
Houston, TX 77056
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto, except that in the case of conversions
from former Rate Schedules F-2 and F-3, the parties' obligations under Article
II of the service agreements pertaining to such rate schedules shall continue in
effect.
Service Agreements (Nos. 93202 and 93302) executed by Customer and Algonquin
under Rate Schedule AFT-1 dated June 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ Robert B. Evans
--------------------------------
Title: Sr. Vice President
--------------------------------
BOSTON GAS COMPANY
By: /s/ William R. Luthern
--------------------------------
Title: VICE PRESIDENT
--------------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Boston Gas Company (Customer)
concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
- ------- ------------------ ----------------
<S> <C> <C>
Centerville, NJ 6,335 Any pressure requested by
Algonquin not in excess of
750 Psig.
Lambertville, NJ 21,394 Any pressure requested by
Algonquin not in excess of
750 Psig.
</TABLE>
Signed for Identification
Algonquin: /s/ Robert B. Evans
--------------------
Customer: /s/ W. R. Luthern
--------------------
<PAGE>
93302C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- -------- ------------------- -----------------
<S> <C> <C>
Except as noted,
on the outlet side
of meter station
located at:
Everett, MA
(at Customer's
reduction valves.) 20,229 75
Waltham, MA 3,000 125
East Braintree, MA 3,000 125
Weston, MA 0 -
Wellesley, MA 0 -
Ponkapoag, MA 0 -
Norwood, MA 1,500 75
Mansfield Street,
Somerville, MA
(Alternate Delivery Point) 0 -
</TABLE>
Signed for Identification:
Algonquin: /s/ Robert B. Evans
--------------------
Customer: /s/ W. R. Luthern
--------------------
<PAGE>
EXHIBIT 10.21
86002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
This Agreement ("Agreement") is made and entered into this 1/st/ day of January,
1998, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, pursuant to a settlement agreement approved on July 8, 1994, by the
Federal Energy Regulatory Commission in Docket Nos. RP93-14-000, et al.,
Algonquin and Customer entered into a Service Agreement (No. 86002) dated
September 1, 1994, and another Service Agreement through a permanent capacity
release (No. 86008R1) dated November 1, 1994, for service under Rate Schedule
AFT-1; and
WHEREAS, to enhance the ability of both parties' to administer, among other
things, nominations and capacity releases, Algonquin and Customer desire to
combine the two aforementioned service agreements into a single service
agreement under Rate Schedule AFT-1;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of natural gas plus the
applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity 6,280 MMBtu
Maximum Annual Transportation Quantity 1,695,600 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated
<PAGE>
86002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
to deliver at any Point of Delivery on any day a quantity of natural gas in
excess of the applicable Maximum Daily Delivery Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including April 30,
1999 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment
to Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under Rate
Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy
<PAGE>
86002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
Regulatory Commission, or other duly constituted authorities having
jurisdiction, and as the same may be legally amended or superseded, which
rate schedules and General Terms and Conditions are by this reference made
a part hereof.
ARTICLE III
RATE SCHEDULE
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery. Natural gas to be delivered
by Algonquin for the account of Customer
<PAGE>
86002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
hereunder may also be delivered at the outlet side of any other measuring
station on the Algonquin system, subject to reduction pursuant to Section 6.4 of
Rate Schedule AFT-1
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
5400 Westheimer Court
Houston, TX 77056
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
<PAGE>
86002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement Nos. 86002, dated September 1, 1994 and 86008R1, dated
November 1, 1994, executed by Customer and Algonquin under Rate Schedule AFT-1.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ Robert B. Evans
------------------------------
Title: Sr. Vice President
--------------------------
BOSTON GAS COMPANY
By: /s/ W. R. Luthern
----------------------------
Title: VICE PRESIDENT
--------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1S
between Algonquin Gas Transmission Company (Algonquin)
and (Customer) Boston Gas Company
concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
- ------- ------------------ ----------------
At any pressure requested
by Algonquin not in excess of 750 Psig.
Signed for Identification
Algonquin: /s/ Robert B. Evans
---------------------------
Customer: /s/ W. R. Luthern
----------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1S
between Algonquin Gas Transmission Company (Algonquin)
and Boston Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- -------- ------------------- -----------------
Signed for Identification
Algonquin: /s/ Robert B. Evans
---------------------------
Customer: /s/ W. R. Luthern
----------------------------
<PAGE>
EXHIBIT 10.22
-------------
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
This Agreement ("Agreement") is made and entered into this 1/st/ day of January,
1998, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, pursuant to a settlement agreement approved on July 8, 1994, by the
Federal Energy Regulatory Commission in Docket Nos. RP93-14-000, et al.,
Algonquin and Customer entered into two Service Agreements (No. 93002 and No.
9W001) both dated September 1, 1994, for service under Rate Schedule AFT-1; and
WHEREAS, to enhance the ability of both parties to administer, among other
things, nominations and capacity releases, Algonquin and Customer desire to
combine the two aforementioned service agreements into a single service
agreement under Rate Schedule AFT-1;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE I
SCOPE OF AGREEMENT
(Continued)
all Point(s) of Receipt on any day or in any year a cumulative quantity of
natural gas, without the prior consent of Algonquin, in excess of the
following quantities of natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Ouantity (MMBtu)
--------------------------------------------
Nov 16 - Apr 15 145,293*
Apr 16 - May 31 125,411
Jun 1 - Sep 30 85,646
Oct 1 - Nov 15 125,411
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 43,925,867 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of Customer
at the Point(s) of Delivery and Customer agrees to accept or cause
acceptance of delivery of the quantity received by Algonquin on any day,
less the Fuel Reimbursement Quantities; provided, however, Algonquin shall
not be obligated to deliver at any Point of Delivery on any day a quantity
of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
<PAGE>
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth hereinabove
and shall continue in effect for a term ending on and including October 31,
1996 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one year or
more prior to the end of the Primary Term or any successive term
thereafter. Algonquin's right to cancel this Agreement upon the expiration
of the Primary Term hereof or any succeeding term shall be subject to
Customer's rights pursuant to Sections 8 and 9 of the General Terms and
Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice to Customer of such
termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed bill if
Customer complies with the billing dispute procedure currently on file in
Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under Rate
Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1.
<PAGE>
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE III
RATE SCHEDULE
(Continued)
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted authorities
having jurisdiction, and as the same may be legally amended or superseded,
which rate schedules and General Terms and Conditions are by this reference
made a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Algonquin's Rate
Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that
Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery.
<PAGE>
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
Natural gas to be delivered by Algonquin for the account of Customer hereunder
may also be delivered at the outlet side of any other measuring station on the
Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule
AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Agreement, or any notice which
any party may desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certified, or first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
5400 Westheimer Ct
Houston, TX 77056
(b) Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
<PAGE>
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto, except that in the case of conversions
from former Rate Schedules F-2 and F-3, the parties' obligations under Article
II of the service agreements pertaining to such rate schedules shall continue in
effect.
Service Agreement Nos. 93002 and 9W001 executed by Customer and Algonquin under
Rate Schedule AFT-1 both dated September 1, 1994.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective, agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ Robert B. Evans
----------------------------------
Title: Sr. Vice President
----------------------------------
BOSTON GAS COMPANY
By: /s/ W. R. Luthern
----------------------------------
Title: VICE PRESIDENT
----------------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT A
Point(s) of Receipt
-------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Receipt
<TABLE>
<CAPTION>
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
------- ------------------ ---------------
<S> <C> <C>
Hanover, NJ (TETCO) At any pressure requested
Nov 16 - Apr 15 66,904 by Algonquin but not in
Apr 16 - May 31 55,488 excess of 750 Psig.
Jun 1 - Sep 30 32,658
Oct 1 - Nov 15 55,488
Lambertville, NJ At any pressure requested
Nov 16 - Apr 15 78,389 by Algonquin but not in
Apr 16 - May 31 69,923 excess of 750 Psig.
Jun 1 - Sep 30 52,988
Oct 1 - Nov 15 69,923
</TABLE>
Signed for Identification
Algonquin: /s/ Robert B. Evans
-----------------------
Customer: /s/ W. R. Luthern
------------------------
<PAGE>
93002C
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
At Customer's reduction
valves located at Everett, MA 75
Nov 16 - Apr 15 53,803
Apr 16 - May 31 46,844
Jun 1 - Sep 30 32,928
Oct 1 - Nov 15 46,844
At the property line
on the outlet side of
meter stations located at:
Waltham, MA 125
Nov 16 - Apr 15 21,886
Apr 16 - May 31 19,622
Jun 1 - Sep 30 15,092
Oct 1 - Nov 15 19,622
East Braintree, MA 125
Nov 16 - Apr 15 27,970
Apr 16 - May 3l 25,018
Jun 1 - Sep 30 19,113
Oct 1 - Nov 15 25,018
</TABLE>
Signed for Identification
Algonquin: /s/ Robert B. Evans
------------------------
Customer: /s/ W. R. Luthern
------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
(Continued)
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
Weston, MA 100
Nov 16 - Apr 15 2,980
Apr 16 - May 31 2,444
Jun 1 - Sep 30 1,372
Oct 1 - Nov 15 2,444
Wellesley, MA 60
Nov 16 - Apr 15 37,005
Apr 16 - May 3l 30,616
Jun 1 - Sep 30 17,836
Oct 1 - Nov 15 30,616
Ponkapoag, MA 200
Nov 16 - Apr 15 49,133
Apr 16 - May 3l 47,207
Jun 1 - Sep 30 43,356
Oct 1 - Nov 15 47,207
</TABLE>
Signed for Identification
Algonquin: /s/ Robert B. Evans
-------------------------
Customer: /s/ W. R. Luthern
-------------------------
<PAGE>
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
---------------------------------
EXHIBIT B
Point(s) of Delivery
--------------------
(Continued)
Dated: January 1, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
<TABLE>
<CAPTION>
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
<S> <C> <C>
Norwood, MA 75
Nov 16 - Apr 15 4,836
Apr 16 - May 31 3,930
Jun 1 - Sep 30 2,117
Oct 1 - Nov 15 3,930
Potter Street
East Braintree, MA Algonquin's line
Nov 16 - Apr 15 21,660 pressure as may exist
Apr 16 - May 3l 20,811 from time to time.
Jun 1 - Sep 30 19,113
Oct 1 - Nov 15 20,811
</TABLE>
Algonquin's Maximum Daily Delivery Obligations for the East Braintree and
Potter Street Points of Delivery under Contract Nos. 93002C and 93002E
shall not exceed a combined daily total equal to the aggregate of the
former Maximum Daily Delivery Obligations at the East Braintree Point of
Delivery under Rate Schedules AFT-1 (F-1) and AFT-E (F-1) in the amounts of
16,948 MMBtu and 5,238 MMBtu, respectively.
Signed for Identification
Algonquin: /s/ Robert B. Evans
-------------------------
Customer: /s/ W. R. Luthern
-------------------------
<PAGE>
EXHIBIT 10.23
SERVICE AGREEMENT
APPLICABLE TO TRANSPORTATION OF NATURAL GAS
UNDER RATE SCHEDULE FTNN
AGREEMENT made as of October 1, 1993, by and between CNG TRANSMISSION
CORPORATION, a Delaware corporation, hereinafter called "Pipeline," and BOSTON
GAS COMPANY, a Massachusetts corporation, hereinafter called "Customer."
WITNESSETH: That, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
QUANTITIES
----------
A. During the term of this Agreement, Pipeline will transport for
Customer, on a firm basis, and Customer may furnish, or cause to be furnished,
to Pipeline natural gas for such transportation, and Customer will accept, or
cause to be accepted, delivery from Pipeline of the quantities Customer has
tendered for transportation.
B. The maximum quantities of gas which Pipeline shall deliver and
which Customer may tender shall be as set forth on Exhibit A, attached hereto.
ARTICLE II
RATE
----
A. Unless otherwise mutually agreed in a written amendment to this
Agreement, beginning on October 1, 1993, Customer shall pay Pipeline for
transportation services rendered pursuant to this Agreement, the maximum rates
and charges provided under Rate Schedule FTNN set forth in Pipeline's effective
FERC Gas Tariff, including applicable surcharges and the Fuel Retention
Percentage.
B. Pipeline shall have the right to propose, file and make effective
with the Federal Energy Regulatory Commission or any other body having
jurisdiction, revisions to any applicable rate schedule, or to propose, file,
and make effective superseding rate schedules for the purpose of changing the
rate, charges, and other provisions thereof effective as to Customer; provided,
however, that (i) Section 2 of Rate Schedule FTNN "Applicability and Character
of Service," (ii) term, (iii) quantities, and (iv) points of receipt and points
of delivery shall not be subject to unilateral change under this Article. Said
rate schedule or superseding rate schedule and any revisions thereof which shall
be filed and made effective shall apply to and become a part of this Service
Agreement. The filing of such
<PAGE>
changes and revisions to any applicable rate schedule shall be without prejudice
to the right of Customer to contest or oppose such filing and its effectiveness.
ARTICLE III
TERM OF AGREEMENT
-----------------
Subject to all the terms and conditions herein, this Agreement shall
be effective as of October 1, 1993, and shall continue in effect for a primary
term through and including March 31, 2003, and from year to year thereafter,
until either party terminates this Agreement by giving written notice to the
other at least twelve months prior to the start of the next contract year.
ARTICLE IV
POINTS OF RECEIPT AND DELIVERY
------------------------------
The Points of Receipt and Delivery and the maximum quantities for each
point for all gas that may be received for Customer's account for transportation
by Pipeline shall be as set forth on Exhibit A.
ARTICLE V
REGULATORY APPROVAL
-------------------
Performance under this Agreement by Pipeline and Customer shall be
contingent upon Pipeline and Customer receiving all necessary regulatory or
other governmental approvals upon terms satisfactory to each. Should Pipeline or
Customer be denied such approvals to provide or continue the service
contemplated herein, or to construct and operate any necessary facilities
therefore upon the terms and conditions requested in the application therefore,
then Pipeline's and Customer's obligations hereunder shall terminate.
ARTICLE VI
INCORPORATION BY REFERENCE OF TARIFF PROVISIONS
-----------------------------------------------
To the extent not inconsistent with the terms and conditions of this
Agreement, the following provisions of Pipeline's effective FERC Gas Tariff, and
any revisions thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference:
1. All of the provisions of Rate Schedule FTNN, or any
effective superseding rate schedule or otherwise applicable rate schedule; and
-2-
<PAGE>
2. All of the provisions of the General Terms and Conditions,
as they may be revised or superseded from time to time.
ARTICLE VII
MISCELLANEOUS
-------------
A. No change, modification or alteration of this Agreement shall be
or become effective until executed in writing by the parties hereto; provided,
however, that the parties do not intend that this Article VII.A. requires a
further written agreement either prior to the making of any request or filing
permitted under Article II hereof or prior to the effectiveness of such request
or filing after Commission approval, provided further, however, that nothing in
this Agreement shall be deemed to prejudice any position the parties may take as
to whether the request, filing or revision permitted under Article II must be
made under Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in this Agreement, or
any notice which either party may desire to give the other, shall be in writing
and sent to the following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attention: Manager, Gas Supply
or at such other address as either party shall designate by formal written
notice.
C. No presumption shall operate in favor of or against either party
hereto as a result of any responsibility either party may have had for drafting
this Agreement.
D. The subject headings of the provisions of this Agreement are
inserted for the purpose of convenient reference and are not intended to become
a part of or to be considered in any interpretation of such provisions.
-3-
<PAGE>
ARTICLE VIII
PRIOR CONTRACTS
---------------
If this Service Agreement becomes effective as an executed Service
Agreement, it shall supersede and cancel, as of its effective date, the Service
Agreement between Customer and Pipeline Applicable to Transportation of Natural
Gas under Rate Schedule TF dated June 1, 1993, and the Service Agreement between
Customer and Pipeline Applicable to the Sales of Natural Gas Under Rate Schedule
CD dated June 1, 1993. Otherwise, each of these instruments shall remain in full
force and effect unless it shall have expired by its own terms.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound,
have caused this Agreement to be signed by their duly authorized officials as of
the day and year first written above.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: /s/ Joseph A. Curin
-------------------------------
Its: Vice President
BOSTON GAS COMPANY
(Customer)
By: /s/ William R. Luthern
------------------------------
Its: VICE PRESIDENT
------------------------------
(Title)
-4-
<PAGE>
EXHIBIT A
TO THE FTNN AGREEMENT
DATED OCTOBER 1, 1993
BETWEEN CNG TRANSMISSION CORPORATION
AND BOSTON GAS COMPANY
A. QUANTITIES
----------
The maximum quantities of gas which Pipeline shall deliver and which
Customer may tender shall be as follows:
1. A Maximum Daily Transportation Quantity (MDTQ) of 21,394 Dt.
2. A Maximum Annual Transportation Quantity (MATQ) of 7,808,810 Dt.
B. POINTS OF RECEIPT
-----------------
The Points of Receipt and the maximum quantities for each point shall be as
set forth below. Pipeline will use due care and diligence to assure, and
Customer will use due care and diligence to cause its transporter to
assure, that uniform pressures will be maintained at the Receipt Points as
reasonably may be required to render service hereunder, but Pipeline shall
not be required to accept gas at less than the minimum pressures specified
herein. In addition to the quantities specified below, Customer may
increase the quantities furnished to Pipeline at each receipt point, so
long as such quantities, when reduced by the fuel retention percentage
specified in Pipeline's currently effective FERC Gas Tariff, do not exceed
the quantity limitation specified below for each receipt point.
1. Up to 12,978 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Gas Transmission Corporation, Texas Eastern
Transmission Corporation ("Texas Eastern"), ANR Pipeline Company,
Trunkline Gas Company, or other pipeline(s) in Warren County, Ohio,
known as the Lebanon Interconnection, at a pressure of not less than
five hundred thirty-one (531) pounds per square inch gauge ("psig");
2. Up to 4,918 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Eastern or other pipeline(s) in Westmoreland
County, Pennsylvania, known as the Oakford Interconnection, at a
pressure of not less than five hundred seventy-five (575) psig; and
<PAGE>
EXHIBIT A
OCTOBER 1, 1993 FTNN AGREEMENT
BETWEEN CNG TRANSMISSION CORPORATION
AND THE BOSTON GAS COMPANY
PAGE 2 OF 2
3. Up to a combined maximum daily quantity of 3,498 Dt at existing points
of interconnection between the facilities of Pipeline and Tennessee
Gas Pipeline Company in Kanawha County, West Virginia, known as the
Cornwell Interconnection, at a pressure of not less than four hundred
seventy five (475) psig; or the Institute Interconnection, at a
pressure of not less than four hundred (400) psig, with the specific
allocation of quantities among these points to be determined by
Pipeline.
C. POINT OF DELIVERY
-----------------
The Point of Delivery and the maximum quantity for that point shall be as
set forth below. Pipeline will use due care and diligence to assure, and
Customer will use due care and diligence to cause its transporter to
assure, that uniform pressures will be maintained at the Delivery Point as
reasonably may be required to render service hereunder, and Pipeline will
use due care and diligence to deliver gas within the pressure limitations
specified herein.
Up to 21,394 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Eastern, Transcontinental Gas Pipe Line Corporation
or other pipeline(s) in Clinton County, Pennsylvania, known as the
Leidy Interconnection, at a pressure of not less than one-thousand,
two-hundred (1,200) psig.
<PAGE>
EXHIBIT 10.24
SERVICE AGREEMENT
APPLICABLE TO THE STORAGE OF NATURAL GAS
UNDER RATE SCHEDULE GSS
(SECTION 7(C))
AGREEMENT made as of this ________ day of November, 1993, by and
between CNG TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called
"Pipeline," and BOSTON GAS COMPANY, a Massachusetts corporation, hereinafter
called "Customer."
WITNESSETH: That in consideration of the mutual covenants herein
contained, the parties hereto agree that Pipeline will store natural gas for
Customer during the term, at the rates and on the terms and conditions
hereinafter provided and, with respect to gas delivered by each of the parties
to the other, under and subject to Pipeline's Rate Schedule GSS and all of the
General Terms and Conditions contained in Pipeline's FERC Gas Tariff and any
revisions thereof that may be made effective hereafter:
ARTICLE I
QUANTITIES
----------
Beginning as of October 1, 1993 and thereafter for the remaining term
of this agreement, Customer agrees to deliver to Pipeline and Pipeline agrees to
receive for storage in Pipeline's underground storage properties, and Pipeline
agrees to inject or cause to be injected into storage for Customer's account,
store, withdraw from storage, and deliver to Customer and Customer agrees to
receive, quantities of natural gas as set forth on Exhibit A, attached hereto.
ARTICLE II
RATE
----
A. For storage service rendered by Pipeline to Customer hereunder,
Customer shall pay Pipeline in accordance with Rate Schedule GSS contained in
Pipeline's effective FERC Gas Tariff or any effective superseding rate schedule.
Said rate schedule or superseding rate schedule and any revisions thereof which
shall be filed and made effective shall apply to and be a part of this
Agreement. Pipeline shall have the right to propose to and file with the Federal
Energy Regulatory Commission or other body having jurisdiction, changes and
revisions of any effective rate schedule, or to propose and file superseding
rate schedules, for the purpose of changing the rate, charges, and other
provisions thereof effective as to Customer; provided, however, that any request
by Pipeline to amend the terms and conditions of Rate Schedule GSS must be
consistent with the terms and conditions of Article VII, Part 2,
<PAGE>
Paragraph (F) of the Stipulation filed on March 31, 1993 by Pipeline in Docket
No. RS92-14 and conform to the requirements of Section 7(b) of the Natural Gas
Act, if applicable, and provided further that Pipeline and Customer agree that
they will not seek to place in effect a change in any aspect of the terms and
conditions under Section 8 of Rate Schedule GSS for a period of two years from
the date of such request. The filing of requests, changes and revisions of Rate
Schedule GSS shall be without prejudice to the right of Customer to contest or
oppose such requests, filings or revisions and their effectiveness.
B. The Storage Demand Charge and the Storage Capacity Charge provided
in the aforesaid rate schedule shall commence on October 1, 1993.
ARTICLE III
TERM OF AGREEMENT
-----------------
Subject to all the terms and conditions herein, this Agreement shall
be effective as of October 1, 1993, and shall continue in effect for a primary
term through and including March 31, 2006, and for subsequent annual terms of
April 1 through March 31 thereafter, until either party terminates this
Agreement by giving written notice to the other at least twenty-four months
prior to the start of an annual term.
ARTICLE IV
POINTS OF RECEIPT AND DELIVERY
------------------------------
The Points of Receipt for Customer's tender of storage injection
quantities, and the Point(s) of Delivery for withdrawals from storage shall be
specified on Exhibit A, attached hereto.
ARTICLE V
SPECIAL OPERATING CONDITIONS
----------------------------
For the sole purpose of calculating Customer's Storage Gas Balance to
determine the initial decline in Customer's Daily Entitlement, Pipeline shall
multiply Customer's actual Storage Gas Balance by a factor of 1.176. For
purposes other than calculating the initial decline in Customer's Daily
Entitlement, Customer's Storage Gas Balance shall remain equal to Customer's
actual inventory in storage.
ARTICLE VI
MISCELLANEOUS
-------------
A. No change, modification or alteration of this Agreement shall be
or become effective until executed in
-2-
<PAGE>
writing by the parties hereto; provided, however, that the parties do not intend
that this Article VI.A. requires a further written agreement either prior to
the making of any request or filing permitted under Article II hereof or prior
to the effectiveness of such request or filing after Commission approval,
provided further, however, that nothing in this Agreement shall be deemed to
prejudice any position the parties may take as to whether the request, filing or
revision permitted under Article II must be made under Section 7 or Section 4 of
the Natural Gas Act.
B. Any notice, request or demand provided for in this Agreement, or
any notice which either party may desire to give the other, shall be in writing
and sent to the following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing and Customer Services
Customer: Boston Gas Company
One Beacon Street
Boston, MA 02108
Attention: Manager, Gas Supply
or at such other address as either party shall designate by formal written
notice.
C. No presumption shall operate in favor of or against either party
hereto as a result of any responsibility either party may have had for drafting
this Agreement.
D. The subject headings of the provisions of this Agreement are
inserted for the purpose of convenient reference, and are not intended to become
a part of or to be considered in any interpretations of such provisions.
ARTICLE VII
PRIOR CONTRACTS
---------------
This Service Agreement shall supersede and cancel, as of the effective
date, the Service Agreements for storage service between Customer and Pipeline
dated June 1, 1993.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officials as of the day and year first above
written.
CNG TRANSMISSION CORPORATION (PIPELINE)
BY: /s/ Joseph A. Curin
--------------------------------
ITS: VICE PRESIDENT
BOSTON GAS COMPANY (CUSTOMER)
BY: /s/ William R. Luthern
--------------------------------
ITS: VICE PRESIDENT
--------------------------------
(TITLE)
-4-
<PAGE>
EXHIBIT A
TO THE GSS (SECTION 7(C))
STORAGE SERVICE AGREEMENT
DATED NOVEMBER ____, 1993
BETWEEN CNG TRANSMISSION CORPORATION AND
BOSTON GAS COMPANY
A. QUANTITIES
----------
The quantities of natural gas storage service which Customer may utilize
under this Service Agreement, as well as Customer's applicable Billing
Determinants, are as follows:
1. Storage Capacity of 4,698,132 Dekatherms (Dt), and
2. Storage Demand of 42,457 Dt per day.
B. POINTS OF RECEIPT AND DELIVERY
------------------------------
1. The Points of Receipt for Customer's tender of storage injection
quantities, and the maximum quantities and character of service for each
point shall be as set forth below. Pipeline will use due care and diligence
to assure, and Customer will use due care and diligence to cause its
transporter to assure, that uniform pressures will be maintained at the
Receipt Points as reasonably may be required to render service hereunder,
but Pipeline will not be required to accept gas at less than the minimum
pressures specified herein.
a. Up to 26,101 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern")
or Transcontinental Gas Pipe Line Corporation ("Transco") or other
pipeline(s) in Clinton County, Pennsylvania, known as the Leidy
Interconnection, at a pressure of not less than one thousand (1,000)
pounds per square inch gauge ("psig").
b. Up to 26,101 Dt per Day at the "Texas Eastern Market Zone 2 Point"
which shall consist of any combination of the following points:
1. The interconnection of the facilities of Pipeline and Texas
Eastern or other pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford Interconnection, at a pressure
of not less than five hundred seventy-five (575) psig.
2. An existing point of interconnection between Pipeline and Texas
Eastern Transmission Corporation ("Texas Eastern") located in
Noble County, Ohio, at Texas Eastern Measuring Station 450, at
the operating pressure existing at the point of delivery.
<PAGE>
EXHIBIT A
NOVEMBER ___, 1993 GSS (SECTION 7(C)) AGREEMENT
BETWEEN CNG TRANSMISSION CORPORATION AND
BOSTON GAS COMPANY
PAGE 2 OF 3
3. An existing point of interconnection between Pipeline and Texas
Eastern located in Monroe County , Ohio, at Texas Eastern
Measuring Station 471, at a pressure of not less than two hundred
(200) psig.
4. An existing point of interconnection between Pipeline and Texas
Eastern located in Monroe County, Ohio, at Texas Eastern
Measuring Station 983, at a pressure of not less than three
hundred (300) psig.
5. An existing point of interconnection between Pipeline and Texas
Eastern located in Monroe County, Ohio, at Texas Eastern
Measuring Station 004, at the pressure provided for in the
General Terms and Conditions of Texas Eastern's FERC Gas Tariff.
6. An existing point of interconnection between Pipeline and Texas
Eastern located in Marshall County, West Virginia at Texas
Eastern Measuring Station 372, at the operating pressure existing
at the point of delivery.
7. An existing point of interconnection between Pipeline and Texas
Eastern located in Green County, Pennsylvania at Texas Eastern
Measuring Station 037, at the pressure provided for in the
General Terms and Conditions of Texas Eastern's FERC Gas Tariff.
8. An existing point of interconnection between Pipeline and Texas
Eastern located in Somerset County, Pennsylvania at Texas Eastern
Measuring Station 051, at the pressure provided for in the
General Terms and Conditions of Texas Eastern's FERC Gas Tariff.
2. The quantity of gas which Customer shall be entitled to tender to Pipeline
for injection into storage at the Leidy Interconnection on a firm basis on
any Day during the Storage Year shall be one-one hundred eightieth
(1/180th) of Customer's Storage Capacity whenever Customer's Storage Gas
Balance is less than or equal to one half of Customer's Storage Capacity,
and one-two hundred fourteenth (1/214th) of Customer's Storage Capacity
whenever Customer's Storage Gas Balance is greater than one half of
Customer's Storage Capacity.
<PAGE>
EXHIBIT A
NOVEMBER ___, 1993 GSS (SECTION 7(C)) AGREEMENT
BETWEEN CNG TRANSMISSION CORPORATION AND
BOSTON GAS COMPANY PAGE 3 OF 3
3. The Points of Delivery for withdrawals from storage, and the maximum
quantities and character of service for each point, shall be as set forth
below. Pipeline will use due care and diligence to assure, and Customer will
use due care and diligence to cause its transporter to assure, that uniform
pressures will be maintained at the Delivery Points as reasonably may be
required to render service hereunder, and Pipeline will use due care and
diligence to deliver gas (or cause gas to be delivered) within the pressure
limitations specified herein.
a. Up to 42,457 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Eastern or other pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford Interconnection, at a pressure of not
less than eight hundred fifty (850) psig.
b. Up to 42,457 Dt per Day at an existing point of interconnection between
the facilities of Pipeline and Texas Eastern, in Franklin County,
Pennsylvania, known as the Chambersburg Interconnection, on an
interruptible basis if operating conditions permit, at a pressure of not
more than seven hundred (700) psig.
c. Up to 42,457 Dt per Day at an existing point of interconnection between
the facilities of Pipeline and Texas Eastern, in Greene County,
Pennsylvania, known as the Crayne Interconnection, on an interruptible
basis if operating conditions permit, at a pressure of not more than
eight hundred sixty-five (865) psig.
d. Up to 42,457 Dt per Day at an existing point of interconnection between
the facilities of Pipeline and Texas Eastern, in Cambria County,
Pennsylvania, known as the Rager Mountain Interconnection, on an
interruptible basis if mutually agreed between Pipeline and Customer, at
the operating pressure existing at the point of delivery.
e. Up to 42,457 Dt per Day at the interconnection of the facilities of
Pipeline and Texas Eastern or Transcontinental Gas Pipe Line Corporation
("Transco") or other pipeline(s) in Clinton County, Pennsylvania, known
as the Leidy Interconnection, at a pressure of not less than one-
thousand, two-hundred (1,200) psig, if, in Pipeline's sole opinion, its
operating or other circumstances permit.
<PAGE>
EXHIBIT 10.25
SERVICE PACKAGE NO. 256
AMENDMENT No. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 10,533 dekatherms.
Any limitations of the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 256
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for
the transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 256
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so
obtained or continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such approvals
or authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
3
<PAGE>
SERVICE PACKAGE NO. 256
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service hereunder
in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1993, and
shall remain in force and effect until the 14th day of January, 2003,
("Primary Term") and on a month to month basis thereafter unless terminated
by either Party upon at least thirty (30) days prior written notice to the
other Party; provided, however, that if the Primary Term is one year or
more, then unless Shipper elects upon one year's prior written notice to
Transporter to request a lesser extension term, the Agreement shall
automatically extend upon the expiration of the Primary Term for a term of
five years and shall automatically extend for successive five year terms
thereafter unless Shipper provides notice described above in advance of the
expiration of a succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service rendered pursuant to
this Agreement authorizes abandonment of such service, this Agreement shall
terminate on the abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any bill
for service rendered by Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO. 256
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: BILL YARDLEY
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 256
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Randall G. Schorre
---------------------------
Randall G. Schorre
Agent and Attorney-in-Fact
BOSTON GAS COMPANY
BY: William R. Luthern
---------------------------
TITLE: Vice President
-----------------------
DATE: 3, Dec 94
-----------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
<TABLE>
<CAPTION>
SERVICE PACKAGE: 256
SERVICE PACKAGE TQ: 10,533
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
010902 0 TRANS-NIAGARA RIVER PURCHASE TRANS CANADA PIPELINE LTD NIAGARA NY OS R 230 10,533 700 LBS
020111 0 BOSTON-LEOMINSTER MASS BOSTON GAS CO WORCESTER MA 06 D 200 1,025 100 LBS
020115 0 BOSTON-ARLINGTON MASS BOSTON GAS CO MIDDLESEX MA 86 D 200 10,533 100 LBS
020192 0 BOSTON-LEXINGTON MASS BOSTON GAS CO MIDDLESEX MA 86 D 200 513 100 LBS
</TABLE>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 3
7
<PAGE>
EXHIBIT 10.26
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 3,878 dekatherms.
Any limitations of the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for the
transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
or similar fees, which have not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so obtained
or continued. All Parties hereto shall cooperate to obtain or continue all
necessary approvals or authorizations, but no Party shall be liable to any
other Party for failure to obtain or continue such approvals or
authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
event any upstream or downstream transporter fails to
3
<PAGE>
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1993,
and shall remain in force and effect until the 1st day of November,
2000, ("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: CHRISTOPHER G. GULICK
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 2547
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
By: /s/ Randall G. Schorre
--------------------------
Agent and Attorney-in-Fact
BOSTON GAS CO
By: /s/ William R. Luthern
--------------------------
TITLE: Vice President
-----------------------
DATE: 3 DEC 94
------------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
BOSTON GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2547
SERVICE PACKAGE TQ: 3,878 Dth
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000807 SANEDAH-BRAZOS BLK A-52 C OFFSHORE-FEDERA OT OO R 100 1 1
001366 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA Ol R 800 231 231
010442 GREENHILL-TIMBALIER BAY DEHYD GREENHILL PETROLEUM CORPORATIO LAFOURCHE LA 01 R 500 78 78
010570 TRANSCO - SECOND BAYOU DEHYD TRANSCONTINENTAL GAS PIPE LINE CAMERON LA 01 R 800 207 207
010650 CHEVRON-BAY MARCHAND BLK 24 DE CHEVRON USA INC OFFSHORE-FEDERA OL Ol R 500 21 21
010665 EXXON-W DELTA BLK 30 DEHYD EXXON CORPORATION OFFSHORE-FEDERA OL Ol R 500 326 326
010953 CHEVRON-VERMILION BLK 245B DEN CHEVRON USA INC OFFSHORE-FEDERA OL Ol R 500 24 24
011119 CHEVRON-S MARSH IS BLK 61 C LOUISIANA LAND AND EXPLORATION OFFSHORE-FEDERA OL Ol R 500 226 226
011180 PENNZOIL-SHIP SHOAL BLK 198 H PENNZOIL EXPLORATION AND PRODU OFFSHORE-FEDERA OL Ol R 500 282 282
011294 CHEVRON-SOUTH PASS BLK 77 A CHEVRON USA INC. OFFSHORE-FEDERA OL Ol R 500 227 227
011366 CHEVRON-VERMILION BLK 245 E DE CHEVRON USA INC OFFSHORE-FEDERA OL Ol R 500 262 262
011380 VASTOR-MISS CANYON BLK 148 A VASTAR GAS MARKETING, INC. OFFSHORE-FEDERA OL Ol R 500 42 42
011717 NATURAL-CHALKLEY TRANSPORT NATURAL GAS PIPELINE CO OF AME CAMERON LA Ol R 800 16 16
011787 WESTERN-BLACK LAKE DEHYD TRANS NATCHITOCHES LA Ol R 100 475 475
011971 CHEVRON - SOUTH MARSH ISLAND 7 CHEVRON USA INC OFFSHORE-FEDERA OL Ol R 500 213 213
012012 SABINE - BELL CITY TRANSPORT SABINE PIPE LINE COMPANY CALCASIEU LA Ol R 800 275 275
012013 CIG/TGP - SABINE RIVER TRANSPO CHANNEL INDUSTRIES GAS CO NEWTON TX Ol R 800 86 86
012035 TRANSOK - LIBERTY HILL TRANSOK GAS TRANSMISSION BIENVILLE LA Ol R 100 420 420
012100 LONE - KATY EXCHANGE LONE STAR GAS COMPANY WALLER TX OO R 100 461 461
012194 SAMEDAN - SOUTH PASS 83A OFFSHORE-FEDERA OL Ol R 500 5 5
TotaL Receipt TQ: 3,878 3,878
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
020069 NATIONAL-MERCER PA MERCER PA 04 D 200 3,878 400 LBS
020071 NATIONAL-PETTIS PA CRAWFORD PA 04 D 200 3,878 400 LBS
020072 NATIONAL-LAMONT PA ELK PA 04 D 300 2,029 400 LBS
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 1,691 400 LBS
020075 NATIONAL-WATTSBURG PA ERIE PA 04 D 200 1,511 200 LBS
020200 NATIONAL-UNION CITY PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 1,511 200 LBS
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 D 300 564 400 LBS
020314 NATIONAL-COCHRANTON PA NATIONAL FUEL GAS SUPPLY CORP CRAWFORD PA 04 D 200 3,878 400 LBS
020390 NATIONAL-TOWNVILLE PA NATIONAL FUEL GAS SUPPLY CORP CRAWFORD PA 04 D 200 3,878 400 LBS
020496 NATIONAL-SHARON PA NATIONAL FUEL GAS SUPPLY CORP MERCER PA 04 D 087 3,878 400 LBS
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 1,127 400 LBS
020730 NATIONAL - CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 D 300 2,029 400 LBS
020767 NATIONAL - CAMP PERRY SALES NATIONAL FUEL GAS SUPPLY CORP MERCER PA 04 D 200 3,878 400 LBS
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 1,691 400 LBS
Total Delivery TQ: 35,421
<CAPTION>
NUMBER OF RECEIPT POINTS: 20
NUMBER OF DELIVERY POINTS: 13
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS CANNOT ON ANY DAY EXCEED 1,511 DTH.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
020075 NATIONAL-WATTSBURG PA ERIE PA 04 D 200 1,511
020200 NATIONAL-UNION CITY PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 1,511
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 D 300 564
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS CANNOT ON ANY DAY EXCEED 2,593 DTH.
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
020072 NATIONAL-LAMONT PA ELK PA 04 300 D 2,029
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 300 D 1,691
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 300 D 564
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 300 D 1,127
020730 NATIONAL - CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 300 D 2,029
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 300 D 1,691
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS CANNONT ON ANY DAY EXCEED 2,029 DTH
020072 NATIONAL-LAMONT PA ELK PA 04 D 300 2,029
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 1,691
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 1,127
020730 NATIONAL - CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 D 300 2,029
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 1,691
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS CANNOT ON ANY DAY EXCEED 1,691 DTH.
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 1,691
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 1,127
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 1,691
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METER CANNOT ON ANY DAY EXCEED 1,127 DTH.
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 1,127
</TABLE>
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
9
<PAGE>
EXHIBIT 10.27
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of
gas which Transporter agrees to receive and transport on a firm basis,
subject to Article II herein, for the account of Shipper hereunder on each
day during each year during the term hereof, which shall be 2,586
dekatherms. Any limitations of the quantities to be received from each
Point of Receipt and/or delivered to each Point of Delivery shall be as
specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for
the transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so
obtained or continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such approvals
or authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
event any upstream or downstream transporter fails to
3
<PAGE>
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1993,
and shall remain in force and effect until the 1st day of November,
2000,("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: CHRISTOPHER G. GULICK
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 2549
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 ExhibiT "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Randall G. Schorre
----------------------------
Agent and Attorney-in-Fact
BOSTON GAS CO
BY: /s/ William R. Luthern
--------------------------
TITLE: VICE PRESIDENT
------------------------
DATE: 3 DEC 94
------------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)UP
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED SEPTEMBER 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
BOSTON GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2549
SERVICE PACKAGE TQ: 2,586 Dth
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE RID LEG
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
001366 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA 0l R 800
010031 UNION- E TEXAS PLT DEHYD TEXAS EASTERN TRANSMISSION COR PANOLA TX 00 R 100
010442 GREENHILL-TIMBALIER BAY DEHYD GREENHILL PETROLEUM CORPORATIO LAFOURCHE LA 0l R 500
010570 TRANSCO - SECOND BAYOU DEHYD TRANSCONTINENTAL GAS PIPE LINE CAMERON LA 0l R 800
010650 CHEVRON-BAY MARCHAND BLK 24 DE CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
010665 EXXON-W DELTA BLK 30 DEHYD EXXON CORPORATION OFFSHORE-FEDERA DL 0l R 500
010953 CHEVRON-VERMILION BLK 245B DEH CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
011119 CHEVRON-S MARSH IS BLK 61 C LOUISIANA LAND AND EXPLORATION OFFSHORE-FEDERA DL 01 R 500
011180 PENNZOIL-SHIP SHOAL BLK 198 H PENNZOIL EXPLORATION AND PRODU OFFSHORE-FEDERA DL 01 R 500
011294 CHEVRON-SOUTH PASS BLK 77 A CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
011366 CHEVRON-VERMILION BLK 245 E DE CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
011380 VASTOR-MISS CANYON BLK 148 A VASTAR GAS MARKETING, INC. OFFSHORE-FEDERA DL 01 R 500
011717 NATURAL-CHALKLEY TRANSPORT NATURAL GAS PIPELINE CO OF AME CAMERON LA 01 R 800
011787 WESTERN-BLACK LAKE DEHYD TRANS NATCHITOCHES LA 01 R 100
011971 CHEVRON - SOUTH MARSH ISLAND 7 CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
012012 SABINE - BELL CITY TRANSPORT SABINE PIPE LINE COMPANY CALCASIEU LA 01 R 800
012013 CIG/TGP - SABINE RIVER TRANSPO CHANNEL INDUSTRIES GAS CO NEWTON TX 01 R 800
012035 TRANSOK - LIBERTY HILL TRANSOK GAS TRANSMISSION BIENVILLE LA 01 R 100
012100 LONE - KATY EXCHANGE LONE STAR GAS COMPANY WALLER TX 00 R 100
012112 CHEVRON - EUGENE ISLAND 238-E CHEVRON USA INC OFFSHORE-FEDERA DL 01 R 500
012194 SAMEDAN - SOUTH PASS 83A OFFSHDRE-FEDERA DL 01 R 500
<CAPTION>
METER METER NAME METER-TQ BILLABLE-TQ
- -------------------------------------------------------------------------
<S> <C> <C> <C>
001366 TRANSCONTINENTAL - UTOS EXCHAN 98 98
010031 UNION- E TEXAS PLT DEHYD 62 62
010442 GREENHILL-TIMBALIER BAY DEHYD 51 51
010570 TRANSCO - SECOND BAYOU DEHYD 124 124
010650 CHEVRON-BAY MARCHAND BLK 24 DE 38 38
010665 EXXON-W DELTA BLK 30 DEHYD 181 181
010953 CHEVRON-VERMILION BLK 245B DEH 43 43
011119 CHEVRON-S MARSH IS BLK 61 C 83 83
011180 PENNZOIL-SHIP SHOAL BLK 198 H 181 181
011294 CHEVRON-SOUTH PASS BLK 77 A 90 90
011366 CHEVRON-VERMILION BLK 245 E DE 107 107
011380 VASTOR-MISS CANYON BLK 148 A 38 38
011717 NATURAL-CHALKLEY TRANSPORT 39 39
011787 WESTERN-BLACK LAKE DEHYD TRANS 295 295
011971 CHEVRON - SOUTH MARSH ISLAND 7 133 133
012012 SABINE - BELL CITY TRANSPORT 147 147
012013 CIG/TGP - SABINE RIVER TRANSPO 135 135
012035 TRANSOK - LIBERTY HILL 234 234
012100 LONE - KATY EXCHANGE 313 313
012112 CHEVRON - EUGENE ISLAND 238-E 141 141
012194 SAMEDAN - SOUTH PASS 83A 53 53
TotaL Receipt TQ: 2,586 2,586
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
METER METER MAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
020076 NATIONAL-HAMBURG NY ERIE NY 05 D 200
020077 NATIONAL-E AURORA MY ERIE NY 05 D 230
020088 NATIONAL-MAYVILLE NY CHAUTAUQUA NY 05 D 200
020092 NATIONAL-LEWISTON MY NIAGARA NY 05 D 230
020243 NATIONAL-NASHVILLE STG MY NATIONAL FUEL GAS SUPPLY CORP CHAUTAUQUA NY 05 D 200
020326 NATIONAL-PEKIN MY NATiONAL FUEL GAS SUPPLY CORP NIAGARA NY 05 D 230
020497 NATIONAL-CLARENCE MY NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 230
060003 TENN. GAS-HAMBURG COLDEN STORA NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 200
<CAPTION>
METER METER MAME METER-TQ MININMUM PRESSURE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
020076 NATIONAL-HAMBURG NY 2,586 200 LBS
020077 NATIONAL-E AURORA MY 1,378 200 LBS
020088 NATIONAL-MAYVILLE NY 2,586 200 LBS
020092 NATIONAL-LEWISTON MY 1,378 200 LBS
020243 NATIONAL-NASHVILLE STG MY 2,586 200 LBS
020326 NATIONAL-PEKIN MY 1,378 200 LBS
020497 NATIONAL-CLARENCE MY 1,378 200 LBS
060003 TENN. GAS-HAMBURG COLDEN STORA 2,586_1/ 200 LBS
TOTAL DELIVERY TQ: 18,442
</TABLE>
NUMBER OF RECEIPT POINTS: 21
NUMBER OF DELIVERY POINTS: 8
1/ DELIVERIES AT COLDEN INJECTION SHALL CONFORM TO COLDEN INJECTION LIMITS AS
OUTLINED IN THE COLDEN OPERATING AGREEMENT DATED DECEMBER 31, 1954.
THE SUM OF TRANSPORTER'S DELIVERIES TO ALL POINTS EAST OF HAMBURG AS SET FORTH
IN THE FOLLOWING METERS SHALL NOT ON ANY DAY EXCEED 1,378 DTH.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
020077 NATIONAL-E AURORA NY ERIE NY 05 D 230
020092 NATIONAL-LEWISTON NY NIAGARA NY 05 D 230
020326 NATIONAL-PEKIN NY NATIONAL FUEL GAS SUPPLY CORP NIAGARA NY 05 D 230
020497 NATIONAL-CLARENCE NY NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 230
<CAPTION>
<S> <C> <C> <C>
020077 NATIONAL-E AURORA NY 1,378 1,378
020092 NATIONAL-LEWISTON NY 1,378 1,378
020326 NATIONAL-PEKIN NY 1,378 1,378
020497 NATIONAL-CLARENCE NY 1,378 1,378
</TABLE>
NOTE: EXHIBIT "A" IS A REFLECTION OF THE CONTRACT AND ALL AMENDMENTS AS OF THE
AMENDMENT EFFECTIVE DATE.
8
<PAGE>
EXHIBIT 10.28
SERVICE PACKAGE NO. 3148
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of
gas which Transporter agrees to receive and transport on a firm basis,
subject to Article II herein, for the account of Shipper hereunder on each
day during each year during the term hereof, which shall be 8,600
dekatherms. Any limitations of the quantities to be received from each
Point of Receipt and/or delivered to each Point of Delivery shall be as
specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 3148
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for
the transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 3148
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so
obtained or continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such approvals
or authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
3
<PAGE>
SERVICE PACKAGE NO. 3148
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from
all suits, actions, debts, accounts, damages, costs, losses and
expenses (including reasonable attorneys fees) arising from or
out of breach of any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1993,
and shall remain in force and effect until the 30th day of November, 2012,
("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO. 3148
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: BILL YARDLEY
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 3148
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY:/s/ Randall G. Schorre
---------------------------
Randall G. Schorre
Agent and Attorney-in-Fact
BOSTON GAS COMPANY
BY: /s/ W. R. Luthern
--------------------------
TITLE: VICE PRESIDENT
-----------------------
DATE: 22 DEC 94
-----------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED SEPTEMBER 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
BOSTON GAS CO
EFFECTIVE DATE OF AMENDMENT: SEPTEMBER 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 3148
SERVICE PACKAGE TQ: 8,600 DTH
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
012181 IROQUOIS - WRIGHT SMS IROQUOIS GAS TRANSMISSION SYST SCHOHARIE NY 05 R 200 8,600
TOTAL RECEIPT TQ: 8,600
020118 BOSTON-BEVERLY-SALEM MASS BOSTON GAS CO ESSEX MA 06 D 200 5,220 100 LBS
020136 BOSTON-READING MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 3,380 100 LBS
TOTAL DELIVERY TQ: 8,600
</TABLE>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 2
NOTE: EXHIBIT "A" IS A REFLECTION OF THE CONTRACT AND ALL AMENDMENTS AS OF THE
AMENDMENT EFFECTIVE DATE.
7
<PAGE>
EXHIBIT 10.29
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper". Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 41,687 dekatherms.
Any limitations of the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for the
transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
or similar fees, which have not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Ft-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so
obtained or continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such approvals
or authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
3
<PAGE>
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1993,
and shall remain in force and effect until the 1st day of November, 2000,
("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. 0. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: BILL YARDLEY
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 623
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Randall G. Shorre
----------------------------
Randall G. Schorre
Agent and Attorney-in-Fact
BOSTON GAS COMPANY
BY: /s/ William R. Luthern
----------------------------
TITLE: VICE PRESIDENT
-------------------------
DATE: 3 DEC 94
-------------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE: 623
SERVICE PACKAGE TO: 41,687
AMENDMENT EFFECTIVE DATE: SEPTEMBER 1ST, 1993
<TABLE>
<CAPTION>
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
07OO18 0 TGP - NORTHERN STORAGE WITHDRA POTTER PA 04 R 300 41,687
020108 0 BOSTON-SOUTHBRIDGE MASS BOSTON GAS CO WORCESTER MA 06 D 200 7,750
020110 0 BOSTON-CLINTON MASS BOSTON GAS CO WORCESTER MA 06 D 200 3,450
020111 0 BOSTON-LEOMINSTER MASS BOSTON GAS CO WORCESTER MA 06 D 200 7,100
020115 0 BOSTON-ARLINGTON MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 39,767
020116 0 BOSTON-REVERE MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 6,065
020117 0 BOSTON-LYNN MASS BOSTON GAS CO ESSEX MA 06 D 200 14,321
020118 0 BOSTON-BEVERLY-SALEM MASS BOSTON GAS CO ESSEX MA 06 D 200 5,550
020119 0 BOSTON-GLOUCESTER MASS BOSTON GAS CO ESSEX MA 06 D 200 6,895
020136 0 BOSTON-READING MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 16,500
020191 0 BOSTON-SPENCER MASS BOSTON GAS CO WORCESTER MA 06 D 200 4,300
020192 0 BOSTON-LEXINGTON MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 5,200
020341 0 BOSTON-BURLINGTON MASS BOSTON GAS CO MIDDLESEX MA 06 D 200 16,200
020343 0 BOSTON- LYNN FIELD MASS BOSTON GAS CO ESSEX MA 06 D 200 4,300
020389 0 BOSTON-W PEABODY MASS BOSTON GAS CO ESSEX MA 06 D 200 3,050
<CAPTION>
METER MINIMUM PRESSURE
- -------------------------
<S> <S>
07OO18
020108 100 LBS
020110 100 LBS
020111 100 LBS
020115 100 LBS
020116 100 LBS
020117 100 LBS
020118 100 LBS
020119 100 LBS
020136 100 LBS
020191 100 LBS
020192 100 LBS
020341 100 LBS
020343 100 LBS
020389 100 LBS
</TABLE>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 14
7
<PAGE>
EXHIBIT 10.30
SERVICE PACKAGE NO. 3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of October, 1993, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 3,580 dekatherms.
Any limitations of the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1
<PAGE>
SERVICE PACKAGE NO. 3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for the
transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
or similar fees, which have not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so obtained
or continued. All Parties hereto shall cooperate to obtain or continue all
necessary approvals or authorizations, but no Party shall be liable to any
other Party for failure to obtain or continue such approvals or
authorizations.
9.2 The transportation service described herein shall be provided subject to
Part 284, Subpart G, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No.1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
3
<PAGE>
SERVICE PACKAGE NO. 3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of October, 1993, and
shall remain in force and effect until the 1st day November, 2000,
("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts
of this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance no
later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Tariff.
4
<PAGE>
SERVICE PACKAGE NO.3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(FOR USE UNDER FT-A RATE SCHEDULE)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. 0. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: BILL YARDLEY
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: DON TULCHINSKY
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of either Party hereto shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 3895
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas, without
regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED(R) 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's agreement
to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Randall G. Schorre
---------------------------
Randall G. Schorre
Agent and Attorney-in-Fact
BOSTON GAS COMPANY
BY: /s/ William R. Luthern
----------------------------
TITLE: VICE PRESIDENT
-------------------------
DATE: 3 Dec 94
-------------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED October 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE: 3895
SERVICE PACKAGE TQ: 3,580
<TABLE>
<CAPTION>
METER AMO METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
020743 0 STA 834 POOLING POINT FRANKLIN LA Ol R 800 782
020744 0 STA 542 POOLING POINT NOXUBEE MS Ol R 500 1,495
020785 0 STATION 32 POOLING POINT JASPER TX 0O R 100 1,303
020044 0 CNG-BRRUN CORNWELL W VA CNG TRANSMISSION CORP KANAWNA WV 03 D 087 3,580 400 LBS
</TABLE>
NUMBER OF RECEIPT POINTS: 3
NUMBER OF DELIVERY POINTS: 1
7
<PAGE>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED October 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE: 3895
SERVICE PACKAGE TQ: 3,580
<TABLE>
<CAPTION>
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
020743 0 STA 834 POOLING POINT FRANKLIN LA Ol R 800 782
020744 0 STA 542 POOLING POINT NOXUBEE MS 01 R 500 1,495
020785 0 STATION 32 POOLING POINT JASPER TX 0O R 100 1,303
020044 0 CNG-BRRUN CORNWELL W VA CNG TRANSMISSION CORP KANAWNA WV 03 D 087 3,580 400 LBS
</TABLE>
NUMBER OF RECEIPT POINTS: 3
NUMBER OF DELIVERY POINTS: 1
8
<PAGE>
EXHIBIT 10.31
Service Package: 527
GAS STORAGE CONTRACT
(For Use Under Rate Schedule FS)
This Contract is made as of the 1st day of December, 1994, by and between
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called
"Transporter," and BOSTON GAS CO, a MASSACHUSETTS Corporation, herein called
"Shipper." Transporter and Shipper collectively shall be referred to herein as
the "Parties."
ARTICLE I - SCOPE OF AGREEMENT
Following the commencement of service hereunder, in accordance with the terms of
Transporter's Rate Schedule FS, and of this Agreement, Transporter shall receive
for injection for Shipper's account a daily quantity of gas up to Shipper's
Maximum Injection Quantity of 37,907 dekatherms (Dth) and Maximum Storage
Quantity (MSQ) of 5,686,054 (Dth) (on a cumulative basis) and on demand shall
withdraw from Shipper's storage account and deliver to Shipper a daily quantity
of gas up to Shipper's Maximum Daily Withdrawal Quantity (MDWQ) of 70,799 Dth;
provided however, that when Shipper's storage balance is equal to or less than
30% of the MSQ but greater than 20% of the MSQ, the Maximum Daily Withdrawal
Quantity shall be 70,799 Dth; and provided further, that when Shipper's storage
balance is less than or equal to 20% of the MSQ, the Maximum Daily Withdrawal
Quantity shall be 41,687 Dth. For demand charge purposes, the MDWQ for balances
greater than 30% of the MSQ shall be used.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery
by Transporter to Shipper under this Agreement shall be at the
storage service point at Transporter's Compressor Station 313.
ARTICLE III - PRICE
1. Shipper agrees to pay Transporter for all natural gas storage service
furnished to Shipper hereunder, including compensation for system fuel and
losses, at Transporter's legally effective rate or at any effective
superseding rate applicable to the type of service specified herein.
Transporter's present legally effective rate for said service is contained in
Transporter's Tariff as filed with the Federal Energy Regulatory Commission.
2. Shipper agrees to reimburse Transporter for any filing or similar fees, which
have not been previously paid by Shipper, which Transporter incurs in
rendering service hereunder.
<PAGE>
3. Shipper agrees that Transporter shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Transporter's Rate
Schedule FS, (b) the rate schedule(s) pursuant to which service hereunder is
rendered, or (c) any provision of the General Terms and Conditions applicable
to those rate schedules. Transporter agrees that Shipper may protest or
contest the aforementioned filings, or may seek authorization from duly
constituted regulatory authorities for such adjustment of Transporter's
existing FERC Gas Tariff as may be found necessary to assure Transporter just
and reasonable rates.
ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS
This agreement shall be subject to the terms of Transporter's Rate Schedule FS,
as filed with the Federal Energy Regulatory Commission, together with the
General Terms and Conditions applicable thereto (including any changes in said
Rate Schedule or General Terms and Conditions as may from time to time be filed
and made effective by Transporter).
ARTICLE V - TERM OF AGREEMENT
This Agreement shall be effective as of the December 1, 1994 and shall remain in
force and effect until November 1, 2000, ("Primary Term") and on a month to
month basis thereafter unless terminated by either Party upon at least thirty
(30) days prior written notice to the other Party; provided, however, that if
the Primary Term is one year or more, then unless Shipper elects upon one year's
prior written notice to Transporter to request a lesser extension term, the
Agreement shall automatically extend upon the expiration of the Primary Term for
a term of five years; and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance of
the expiration of a succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service rendered pursuant to this
Agreement authorizes abandonment of such service, this Agreement shall terminate
on the abandonment date permitted by the FERC or such other governmental body.
This Agreement will terminate upon notice from Transporter in the event Shipper
fails to pay all of the amount of any bill for service rendered by Transporter
hereunder in accordance with the terms and conditions of Article VI of the
General Terms and Conditions of Transporters Tariff.
ARTICLE VI - NOTICES
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
<PAGE>
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P. 0. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Services
SHIPPER:
NOTICES: BOSTON GAS CO
One Beacon Street, 34th Floor
Boston, MA 02108
Attention: Bill Yardley
BILLING: BOSTON GAS CO
One Beacon Street, 34th Floor
Boston, MA 02108
Attention: Accts. Payable
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE VII - ASSIGNMENT
Any company which shall succeed by purchase, merger or consolidation to the
properties, substantially as an entirety, of Transporter or of Shipper, as the
case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Agreement. Otherwise no
assignment of the Agreement or any of the rights or obligations thereunder shall
be made by Shipper, except pursuant to the General Terms and Conditions of
Transporter's FERC Gas Tariff.
It is agreed, however, that the restrictions on assignment contained in this
Article shall not in any way prevent either Party to the Agreement from pledging
or mortgaging its rights thereunder as security for its indebtedness.
ARTICLE VIII - MISCELLANEOUS
8.1 The interpretation and performance of this Agreement shall be in accordance
with and controlled by the laws of the State of Texas, without regard
to doctrines governing choice of law.
8.2 If any provision of this Agreement is declared null and void, or voidable,
by a court of competent jurisdiction, then that provision will be
considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
<PAGE>
8.3 Unless otherwise expressly provided in this Agreement or Transporter's
Tariff, no modification of or supplement to the terms and provisions
stated in this Agreement shall be or become effective, until Shipper
has submitted a request for change through the TENN-SPEED 2 System and
Shipper has been notified through TENN-SPEED 2 of Transporter's
agreement to such change.
8.4 Transporter and Shipper agree that this Agreement, as of the date hereof,
shall supersede and cancel the Gas Storage Contract Number 527, dated
September 1, 1993 between the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
by their authorized agents.
TENNESSEE GAS PIPELINE COMPANY
BY /s/ Randall G. Schorre
--------------------------
RANDALL G. SCHORRE
Agent and Attorney-in-Fact
DATE 1/6/95
------------------------
BOSTON GAS CO
BY /s/ William R. Luthern
--------------------------
TITLE Vice President
-----------------------
DATE 8 DEC 94
---------------------------
<PAGE>
GAS STORAGE SERVICE AGREEMENT
EXHIBIT "A"
TO FIRM GAS STORAGE SERVICE AGREEMENT
DATED DECEMBER 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE MSQ: 5,686,054 DTH
MAXIMUM DAILY INJECTION QUANTITY: 37,907 DTH
MAXIMUM DAILY WITHDRAWAL QUANTITY (MDWQ):
<TABLE>
<CAPTION>
STORAGE BALANCE STORAGE BALANCE MAXIMUM DAILY WITHDRAWAL
FROM DTH TO DTH QUANTITY DTH
<S> <C> <C>
1,705,817 5,686,054 70,799 RATCHET 0
1,137,212 1,705,816 70,799 RATCHET 1
0 1,137,211 41,687 RATCHET 2
</TABLE>
SERVICE POINT: COMPRESSOR STATION 313
INJECTION METER: 060018 TGP.NORTHERN STORAGE INJECTION
WITHDRAWAL METER: 070018 TGP.NORTHERN STORAGE WITHDRAWAL
<TABLE>
<CAPTION>
STORAGE STORAGE MDLQ
METER METER NAME COUNTY ST ZONE 1/W LEG BALANCE FROM BALANCE TO MDWQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
060018 TGP-NORTHERN STORAGE INJECTION POTTER PA 04 I 300 37,907
070018 TGP-NORTHERN STORAGE WITHDRAWAL POTTER PA 04 W 300 1,705,817 5,686,054 70,799 RATCHET 0
1,137,212 1,705,816 70,799 RATCHET 1
0 1,137,211 41,687 RATCHET 2
</TABLE>
<PAGE>
EXHIBIT 10.32
SERVICE PACKAGE NO. 2O241
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September, 1996, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper shall collectively
be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ)- shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 13,027 dekatherms.
Any limitations of the quantities to be received from each Point of
Receipt and/or delivered to each Point of Delivery shall be as specified
on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
<PAGE>
SERVICE PACKAGE NO. 20241
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the EFFECTIVE date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for
the transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
2
<PAGE>
SERVICE PACKAGE NO. 20241
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so
obtained or continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such approvals
or authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
event any upstream or downstream transporter fails to
3
<PAGE>
SERVICE PACKAGE NO. 20241
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September, 1996,
and shall remain in force and effect until the 31st day of October, 2000,
("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; provided further, if the FERC or
other governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted by the FERC or
such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cashout imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's Tariff, shall survive the other parts of this Agreement
until such time as such balancing has been accomplished; provided,
however, that Transporter notifies Shipper of such imbalance not later
than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
4
<PAGE>
SERVICE PACKAGE NO.20241
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Director, Transportation Control
SHIPPER:
NOTICES: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: BILL YARDLEY
BILLING: BOSTON GAS CO
ONE BEACON STREET
34TH FLOOR
BOSTON, MA 02108
Attention: ACCOUNTS PAYABLE SUPERVISOR
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated. Otherwise,
Shipper shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, consolidation to the
properties, substantially as entirety, of either Party hereto shall be
entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 20241
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE
WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
THE DOCTRINES GOVERNING CHOICE OF LAW.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision will
be considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions
stated in this agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED 2 System and Shipper
has been notified through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Matthew W. Rowland
--------------------------
Matthew W. Rowland
Agent and Attorney-in-Fact
DATE: 10-16-97
------------------------
BOSTON GAS CO.
BY: W. R. Luthern
----------------------
TITLE: VICE PRESIDENT
-------------------
DATE: 21 JULY 97
-------------------
6
<PAGE>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1996
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
BOSTON GAS CO
EFFECTIVE DATE OF AMENDMENT: SEPTEMBER 1, 1996
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 20241
SERVICE PACKAGE TQ: 13,027 0TH
<TABLE>
<CAPTION>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
011106 HONEOYE-STG WDL (BI 20526) HONEOYE STORAGE CORPORATION ONTARIO NY 05 R 200 6,150 6,150
020578 ANDREWS SETTLEMENT SALES (BI NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 R 300 5,945 5,945
070012 ELLISBURG WITHDRAWAL (CHG) B CHG TRANSMISSION CORP POTTER PA 04 R 300 932 932
Total Receipt TQ: 13,027 13,027
020611 BOSTON-ACTION SALES BOSTON GAS CO MIDDLESEX MA 06 D 200 13,027 13,027
</TABLE>
NUMBER OF RECEIPT POINTS AFFECTED: 3
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
7
<PAGE>
EXHIBIT 10.33
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 30th day of December, 1993,
by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation
(herein called "Pipeline") and BOSTON GAS COMPANY (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-
A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued
April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission
accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636
to become effective June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Customer made its final Order No. 636 service elections on May 3,
1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff
sheets to become effective June 1, 1993 in compliance with the April 22, 1993
order;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties do covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule FT-1, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for Customer's
account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 39,624 dth
Pipeline shall receive for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver
for Customer's account, at those points on Pipeline's system as specified in
Article IV herein or available to Customer pursuant to Section 14 of the General
Terms and Conditions (hereinafter referred to as Point(s) of Delivery),
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at any
Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1, 1993 and shall
continue in force and effect until 04/30/2012 and year to year thereafter unless
this Service Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. In addition to
Pipeline rights under Section 22 of Pipeline's General Terms and Conditions and
without prejudice to such rights, this Service Agreement may be terminated at
any time by Pipeline in the event Customer fails to pay part or all of the
amount of any bill for service hereunder and such failure continues for thirty
(30) days after payment is due; provided, Pipeline gives thirty (30) days prior
written notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of termination,
Customer either pays such outstanding bill or furnishes a good and sufficient
surety bond guaranteeing payment to Pipeline of such outstanding bill.
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for the
availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with the
appropriate regulatory authority and make changes effective in (a) the rates and
charges applicable to service pursuant to Pipeline's Rate Schedule FT-1, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered OR
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified
in Article I, to change the term of the agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may have with
respect to such filings.
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform to
the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: BOSTON GAS COMPANY
ONE BEACON STREET
BOSTON, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to the
properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to all
present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
Service Agreement(s) dated, 03/05/1991 between Pipeline and Customer under
Pipeline's Rate Schedule CD-1, and FT-1 (Pipeline's Contract No. 312021
and 200125).
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Diane I. Tom
-----------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- ------------------
BOSTON GAS COMPANY
By /s/ William R. Luthern
-----------------------------------
ATTEST:
/s/ C. Nesser
- -------------
7
<PAGE>
Contract #800105
------
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED __________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND BOSTON GAS COMPANY ("Customer"), DATED __________:
(1) Customer's firm Point(s) of Receipt:
<TABLE>
<CAPTION>
MAXIMUM DAILY
POINT RECEIPT OBLIGATION
OF (PLUS APPLICABLE MEASUREMENT
RECEIPT DESCRIPTION SHRINKAGE) RESPONSIBILITIES OWNER OPERATOR
- ------- ----------- ------------------ ---------------- ----- --------
<S> <C> <C> <C> <C> <C>
NONE
</TABLE>
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL"). Customer
hereby agrees that Pipeline's MRPL as revised and published by Pipeline
from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
<TABLE>
<CAPTION>
TRANSPORTATION
TRANSPORTATION PATH PATH QUANTITY (DTH/D)
------------------- ---------------------
<S> <C>
M1 TO M3 39624
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Diane I. Tom
----------------------------
CUSTOMER: /s/ William R.Luthern
----------------------------
SUPERSEDES EXHIBIT A DATED: _________
A-1
<PAGE>
CONTRACT #800105
------
EXHIBIT B, POINT(S) OF DELIVERY, DATED _______,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY ("CUSTOMER"),
DATED ______________:
<TABLE>
<CAPTION>
MAXIMUM
DAILY
POINT OF DELIVERY DELIVERY PRESSURE MEASUREMENT
DELIVERY DESCRIPTION OBLIGATION OBLIGATION RESPONSIBILITIES OWNER OPERATOR
-------- ----------- ---------- ----------------- ---------------- ----- --------
(DTH)
<S> <C> <C> <C> <C> <C> <C>
1. 70087 ALGONQUIN - LAMBERTVILLE, 39,624 At any pressure TX EAST TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ requested by Algonquin TRAN TRAN
Gas Transmission Co.
provided, however, the
Maximum Delivery
Pressure shall not
exceed 750 psig.
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Diane I. Tom
---------------------------
CUSTOMER: /s/ W. Luthern
---------------------------
SUPERSEDES EXHIBIT B DATED __________
B-1
<PAGE>
Contract #800105
------
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED __________________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-I
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
BOSTON GAS COMPANY ("CUSTOMER"), DATED________________:
ZONE BOUNDARY ENTRY QUANTITY
DTH/D
To
--
<TABLE>
<CAPTION>
==================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX 1124
- ------------------------------------------------------------------------------------------------------------------
ETX 4776 1700
- ------------------------------------------------------------------------------------------------------------------
WLA 517 1124
- ------------------------------------------------------------------------------------------------------------------
ELA 31027
- ------------------------------------------------------------------------------------------------------------------
M1-24 4776
- ------------------------------------------------------------------------------------------------------------------
M1-30 31027
- ------------------------------------------------------------------------------------------------------------------
M1-TXG 2218
- ------------------------------------------------------------------------------------------------------------------
M1-TGC 2247
- ------------------------------------------------------------------------------------------------------------------
M2-24
- ------------------------------------------------------------------------------------------------------------------
M2-30
- ------------------------------------------------------------------------------------------------------------------
M2-TXG
- ------------------------------------------------------------------------------------------------------------------
M2-TGC
- ------------------------------------------------------------------------------------------------------------------
M2 39624
- ------------------------------------------------------------------------------------------------------------------
M3
==================================================================================================================
</TABLE>
C-1
<PAGE>
Contract #800105
------
EXHIBIT C (CONTINUED)
BOSTON GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
DTH/D
TO
--
<TABLE>
<CAPTION>
==================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX
- ------------------------------------------------------------------------------------------------------------------
ETX
- ------------------------------------------------------------------------------------------------------------------
WLA
- ------------------------------------------------------------------------------------------------------------------
ELA
- ------------------------------------------------------------------------------------------------------------------
M1-24 4776
- ------------------------------------------------------------------------------------------------------------------
M1-30 31027
- ------------------------------------------------------------------------------------------------------------------
M1-TXG 2218
- ------------------------------------------------------------------------------------------------------------------
M1-TGC 2247
- ------------------------------------------------------------------------------------------------------------------
M2-24
- ------------------------------------------------------------------------------------------------------------------
M2-30
- ------------------------------------------------------------------------------------------------------------------
M2-TXG
- ------------------------------------------------------------------------------------------------------------------
M2-TGC
- ------------------------------------------------------------------------------------------------------------------
M2 39624
- ------------------------------------------------------------------------------------------------------------------
M3
==================================================================================================================
</TABLE>
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Diane I. Tom
-------------------------
CUSTOMER: /s/ W. R. Luthern
-------------------------
SUPERCEDES EXHIBIT C DATED ________
C-2
<PAGE>
EXHIBIT 10.34
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-I
This Service Agreement, made and entered into this 30th day of December,
1995, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and BOSTON GAS COMPANY (herein called
"Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-
A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued
April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission
accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636
to become effective June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order
No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order
and Pipeline filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy
Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm
service rights on Pipeline directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of Algonquin's service
rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this Service
Agreement to reflect the assignment of Algonquin's service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties do covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule FT-1, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 21,394 dth
Pipeline shall receive for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver
for Customer's account, at those points on Pipeline's system as specified in
Article IV herein or available to Customer pursuant to Section 14 of the General
Terms and Conditions (hereinafter referred to as Point(s) of Delivery), such
daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at any
Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of
Delivery on any day a quantity of gas in excess of the applicable Maximum Daily
Delivery Obligation (MDDO), but shall not deliver in the aggregate at all Points
of Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1, 1993 and shall
continue in force and effect until 04/30/2012 and year to year thereafter unless
this Service Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. In addition to
Pipeline rights under Section 22 of Pipeline's General Terms and Conditions and
without prejudice to such rights, this Service Agreement may be terminated at
any time by Pipeline in the event Customer fails to pay part or all of the
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
amount of any bill for service hereunder and such failure continues for thirty
(30) days after payment is due; provided, Pipeline gives thirty (30) days prior
written notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of termination,
Customer either pays such outstanding bill or furnishes a good and sufficient
surety bond guaranteeing payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for the
availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with the
appropriate regulatory authority and make changes effective in (a) the rates and
charges applicable to service pursuant to Pipeline's Rate Schedule FT-I, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
the MDQ specified in Article I, to change the term of the agreement as specified
in Article II, to change Point(s) of Receipt specified in Article IV, to change
the Point(s) of Delivery specified in Article IV, or to change the firm
character of the service hereunder. Pipeline agrees that Customer may protest or
contest the aforementioned filings, and Customer does not waive any rights it
may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform to
the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: BOSTON GAS COMPANY
ONE BEACON STREET
BOSTON, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to the
properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to all
present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
NONE
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Diane I. Tom
----------------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- ---------------------
BOSTON GAS COMPANY
By /s/ W. R. Luthern
-----------------------------------------
ATTEST:
/s/ C. Nesser
- ---------------------
7
<PAGE>
CONTRACT #800287
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED __________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND BOSTON GAS COMPANY ("Customer"),
DATED ________:
(1) Customer's firm Point(s) of Receipt:
<TABLE>
<CAPTION>
Maximum Daily
Receipt
Point Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) dth Responsibilities Owner Operator
------- ----------- -------------- ---------------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
1. 75931 Leidy Storage Field 21,394 CNG CNG CNG
Potter Co., PA
</TABLE>
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M3 to M3 21,394
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Diane I. Tom
--------------------------
CUSTOMER: /s/ W. R. Luthern
--------------------------
SUPERSEDES EXHIBIT A DATED: __________
A-1
<PAGE>
CONTRACT #:800287
EXHIBIT B, POINT(S) OF DELIVERY, DATED ___________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
BOSTON GAS COMPANY ("Customer"),
DATED ____________:
<TABLE>
<CAPTION>
Maximum
Daily
Delivery Delivery Measurement
Point of Obligation Pressure Responsi-
----------
Delivery Description (dth) Obligation bilities Owner Operator
-------- --------------- ---------- ---------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 70087 ALGONQUIN - LAMBERTVILLE, 21,394 AS REQUESTED TX EAST TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ BY CUSTOMER, TRAN TRAN
NOT TO
EXCEED 750
PSIG
2. 71078 ALGONQUIN - HANOVER, NJ 21,394 AS REQUESTED TX EAST TX EAST ALGONQUIN
MORRIS CO., NJ BY CUSTOMER, TRAN TRAN
NOT TO
EXCEED 750
PSIG
3. 79818 AGT-BOSTON GAS - FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
</TABLE>
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations at each of
the Points of Delivery described above, including Pipeline's maximum daily
delivery obligation under this and all other firm Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
B-1
<PAGE>
CONTRACT #:800287
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
BOSTON GAS COMPANY
<TABLE>
<CAPTION>
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
----------------- -------------------------
<S> <C>
No. 1 157,064
No. 2 72,571
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Diane I. Tom
---------------------------
CUSTOMER: /s/ William R. Luthern
---------------------------
SUPERSEDES EXHIBIT B DATED __________
B-2
<PAGE>
CONTRACT #:800287
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED ___________________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-I
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
BOSTON GAS COMPANY ("CUSTOMER"), DATED_____________:
ZONE BOUNDARY ENTRY QUANTITY
DTH/D
TO
--
<TABLE>
<CAPTION>
============================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX
- ----------------------------------------------------------------------------------------------------------------------------
ETX
- ----------------------------------------------------------------------------------------------------------------------------
WLA
- ----------------------------------------------------------------------------------------------------------------------------
ELA
- ----------------------------------------------------------------------------------------------------------------------------
M1-24
- ----------------------------------------------------------------------------------------------------------------------------
M1-30
- ----------------------------------------------------------------------------------------------------------------------------
M1-TXG
- ----------------------------------------------------------------------------------------------------------------------------
M1-TGC
- ----------------------------------------------------------------------------------------------------------------------------
M2-24
- ----------------------------------------------------------------------------------------------------------------------------
M2-30
- ----------------------------------------------------------------------------------------------------------------------------
M2-TXG
- ----------------------------------------------------------------------------------------------------------------------------
M2-TGC
- ----------------------------------------------------------------------------------------------------------------------------
M2
- ----------------------------------------------------------------------------------------------------------------------------
M3
============================================================================================================================
</TABLE>
C-1
<PAGE>
CONTRACT #:800287
EXHIBIT C (CONTINUED)
BOSTON GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
DTH/D
TO
--
<TABLE>
<CAPTION>
============================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX
- ----------------------------------------------------------------------------------------------------------------------------
ETX
- ----------------------------------------------------------------------------------------------------------------------------
WLA
- ----------------------------------------------------------------------------------------------------------------------------
ELA
- ----------------------------------------------------------------------------------------------------------------------------
M1-24
- ----------------------------------------------------------------------------------------------------------------------------
M1-30
- ----------------------------------------------------------------------------------------------------------------------------
M1-TXG
- ----------------------------------------------------------------------------------------------------------------------------
M1-TGC
- ----------------------------------------------------------------------------------------------------------------------------
M2-24
- ----------------------------------------------------------------------------------------------------------------------------
M2-30
- ----------------------------------------------------------------------------------------------------------------------------
M2-TXG
- ----------------------------------------------------------------------------------------------------------------------------
M2-TGC
- ----------------------------------------------------------------------------------------------------------------------------
M2
- ----------------------------------------------------------------------------------------------------------------------------
M3
============================================================================================================================
</TABLE>
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Diane I. Tom
-------------------------------------
CUSTOMER: /s/ William R. Luthern
-------------------------------------
SUP ERCEDES EXHIBIT C DATED __________________
C-2
<PAGE>
EXHIBIT 10.35
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 30th day of December, 1993,
by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation
(herein called "PIPELINE") and BOSTON GAS COMPANY, (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-
A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued
April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission
accepted Pipeline's revised tariff sheets filed in compliance with Order No.
636 to become effective June 1, 1993, subject to certain conditions set forth
in the April 22, 1993 order; and
WHEREAS, CNG TRANSMISSION Corporation ("CNG") made its final Order No. 636
service elections on May 3, 1993 pursuant to the April 22, 1993 order and
Pipeline filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order; and
WHEREAS, Customer is also a customer of CNG; and
WHEREAS, CNG, in compliance with Order No. 636 and Federal Energy Regulatory
Commission orders issued in Docket No. RS92-14, is assigning its firm service
rights on Pipeline directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of CNG's service rights
being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement
to reflect the assignment of CNG's service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties do covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule FT-1, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 5,033 dth
Pipeline shall receive for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver
for Customer's account, at those points on Pipeline's system as specified in
Article IV herein or available to Customer pursuant to Section 14 of the General
Terms and Conditions (hereinafter referred to as Point(s) of Delivery), such
daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at any
Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on October 1, 1993 and shall
continue in force and effect until 10/31/1999 and year to year thereafter unless
this Service Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. Subject to Section 22
of Pipeline's General Terms and Conditions and without prejudice to such rights,
this
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Service Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty (30) days after payment is due;
provided, Pipeline gives thirty (30) days prior written notice to Customer of
such termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing payment to Pipeline
of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for the
availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with the
appropriate regulatory authority and make changes effective in (a) the rates and
charges applicable to service pursuant to Pipeline's Rate Schedule FT-1, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
of this Service Agreement and Pipeline shall not have the right during the
effectiveness of this Service Agreement to make any filings pursuant to Section
4 of the Natural Gas Act to change the MDQ specified in Article I, to change the
term of the service agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of Delivery specified in
Article IV, or to change the firm character of the service hereunder. Pipeline
agrees that Customer may protest or contest the aforementioned filings, and
Customer does not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform to
the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: BOSTON GAS COMPANY
ONE BEACON STREET
BOSTON, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to the
properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to all
present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
NONE
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
BY /s/ Diane I. Tom
-----------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- ----------------------------
BOSTON GAS COMPANY
By /s/ William R. Luthern
-----------------------------------
ATTEST:
/s/ C. Nesser
- ----------------------------
7
<PAGE>
CONTRACT 800348
------
EXHIBIT A, TRANSPORATION PATH FOR BILLING PURPOSES DATED 12/30/93,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY ("CUSTOMER"),
DATED 12/30/93
(1) Customer's FIRM POINT(S) OF RECEIPT:
<TABLE>
<CAPTION>
Maximum Daily
Receipt
Obligation (plus Measurement
Point of Applicable Responsib-
Receipt Description Shrinkage) (dth) bilities Owner Operator
- ------- ----------- ---------------- --------- ----- --------
<S> <C> <C> <C> <C> <C>
70028 Southern Natural Gas (From T.E) 14 * TX EAST TRAN TX EAST SOTHN NAT GS
Kosciusko, MS (To T Attaia Co., TRAN
MS)
70217 United Gas Kosciusko, MS Attaia 305 * UNIT GAS PL UNIT GAS UNIT GAS PL
Co., MS PL
</TABLE>
* Included in Firm Receipt Point Entitlements as set forth in Section 14 of
Pipeline's General Terms and Conditions at the Kociusko, Mississippi Point
of Receipt.
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as set
forth in section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M1 TO M2 5,033
SIGNED FOR IDENTIFICATION
PIPELINE: [SIGNATURE ILLEGIBLE]
------------------------------
CUSTOMER: /s/ W. R. Luthern
------------------------------
<PAGE>
Contract #:800348
------
EXHIBIT B, POINT(S) OF DELIVERY, DATED March 4, 1994
-------------
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
BOSTON GAS COMPANY ("Customer"),
DATED October 1, 1993
---------------
<TABLE>
<CAPTION>
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
------- ----------- ---------- ------------------ ---------- ----- --------
(dth)
<S> <C> <C> <C> <C> <C> <C> <C>
1. 70004 CNG TRANSMISSION - As provided in Section 6 TX EAST TRAN TX EAST TX EAST
CLARINGTON, OH MONROE of the General Terms and TRAN TRAN
CO., OH Conditions of Pipeline's
FERC Gas Tariff
2. 70051 CNG TRANSMISSION - As provided in Section 6
SOMERSET, PA SOMERSET of the General Terms and TX EAST TRAN TX EAST CNG TRANS
CO., PA Conditions of Pipeline's TRAN
FERC Gas Tariff
3. 70372 CNG TRANSMISSION - At the operating pressure TX EAST TRAN TX EAST CNG TRANS
MOUNDSVILLE, WV MARSHALL existing at the point of TRAN
CO., WV delivery
4. 70450 CNG TRANSMISSION - At the operating pressure TX EAST TRAN TX EAST CNG TRANS
SUMMERFIELD, OIL NOBLE existing at the Point of TRAN
CO., OH Delivery
5. 70471 CNG TRANSMISSION 200 pounds per square TX EAST TRAN TX EAST CNG TRANS
WOODSFIELD, OH MONROE inch gauge TRAN
CO., OH
6. 70983 CNG TRANSMISSION - 300 pounds per square CNG TRANS CNG CNG TRANS
POWHATAN POINT, OH inch gauge TRANS
MONROE CO., OH
7. 72533 DAMSON (PEOPLES) MM - At the operating pressure PEOPLES PEOPLES DAMSON
SOMERSET, PA SOMERSET existing at the Point of NG(PA) NG(PA) OIL
CO., PA Delivery
8. 75037 CNG As provided in Section 6 TX EAST TRAN TX EAST CNG TRANS
TRANSMISSION-WAYNESBURG of the General Terms and TRAN
PA(D70037) GREENE CO., PA Conditions of Pipeline's
FERC Gas Tariff
9. 75082 TETCO - OAKFORD STORAGE, 575 pounds per square CNG TRANS TX EAST CNG TRANS
PA- (D70082/R76082) inch gauge TRAN
WESTMORELAND CO., PA
10. 79921 COMPRESSOR STATION 21A At any pressure provided TX EAST TRAN TX EAST CNG TRANS
(UNIONTOWN) FAYETTE CO., by Texas Eastern not to TRAN
PA exceed 1,000 pounds per
square inch gauge
</TABLE>
B-1
<PAGE>
Contract #:800348
------
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
BOSTON GAS COMPANY
<TABLE>
<CAPTION>
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
------- ----------- ---------- ------------------ ---------- ----- --------
(dth)
<S> <C> <C> <C> <C> <C> <C> <C>
11. 79844 CNG - BOSTON GAS COMPANY 5,033 N/A N/A N/A N/A
FOR NOMINATION PURPOSES
</TABLE>
provided, however, that all service under this Service Agreement shall be within
the limitations set forth in the Dispatching Agreement dated October 1, 1993
---------------
between Pipeline, Customer and CNC Transmission Corporation.
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Diane I. Tom
-------------------------
CUSTOMER: /s/ Chris Gulick
-------------------------
SUPERSEDES EXHIBIT B DATED October 1, 1993
----------
B-2
<PAGE>
Contract #:800348
------
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED 12/30/93, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
--------
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
BOSTON GAS COMPANY ("CUSTOMER"), DATED 12/30/93.
--------
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
--
<TABLE>
<CAPTION>
==================================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TKG M2-TOC M2 M3
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX 134
- ----------------------------------------------------------------------------------------------------------------------------------
ETX 568 202
- ----------------------------------------------------------------------------------------------------------------------------------
WLA 62 134
- ----------------------------------------------------------------------------------------------------------------------------------
ELA 4010
- ----------------------------------------------------------------------------------------------------------------------------------
M1-24 568
- ----------------------------------------------------------------------------------------------------------------------------------
M1-30 4010
- ----------------------------------------------------------------------------------------------------------------------------------
M1-TXG 264
- ----------------------------------------------------------------------------------------------------------------------------------
M1-TGC 267
- ----------------------------------------------------------------------------------------------------------------------------------
M2-24
- ----------------------------------------------------------------------------------------------------------------------------------
M2-30
- ----------------------------------------------------------------------------------------------------------------------------------
M2-TXG
- ----------------------------------------------------------------------------------------------------------------------------------
M2-TGC
- ----------------------------------------------------------------------------------------------------------------------------------
M2
- ----------------------------------------------------------------------------------------------------------------------------------
M3
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-1
<PAGE>
Contract #:800348
------
EXHIBIT C (Continued)
BOSTON GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
--
<TABLE>
<CAPTION>
==================================================================================================================================
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TFG M2-TGC M2 M3
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STX
- ----------------------------------------------------------------------------------------------------------------------------------
ETX
- ----------------------------------------------------------------------------------------------------------------------------------
WLA
- ----------------------------------------------------------------------------------------------------------------------------------
ELA
- ----------------------------------------------------------------------------------------------------------------------------------
M1-24 568
- ----------------------------------------------------------------------------------------------------------------------------------
M1-30 4010
- ----------------------------------------------------------------------------------------------------------------------------------
M1-TXG 264
- ----------------------------------------------------------------------------------------------------------------------------------
M1-TGC 267
- ----------------------------------------------------------------------------------------------------------------------------------
M2-24
- ----------------------------------------------------------------------------------------------------------------------------------
M2-30
- ----------------------------------------------------------------------------------------------------------------------------------
M2-TXG
- ----------------------------------------------------------------------------------------------------------------------------------
M2-TGC
- ----------------------------------------------------------------------------------------------------------------------------------
M2
- ----------------------------------------------------------------------------------------------------------------------------------
M3
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SIGNED FOR INDENTIFICATION:
PIPELINE: /s/ Diane I. Tom
------------------------
CUSTOMER: /s/ W. R. Luthern
------------------------
SUPERCEDES EXHIBIT C DATED ____________________________
<PAGE>
EXHIBIT 10.36
Contract #: 400210
------
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 29 day of Nov., 1994, by and
between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein
called "Pipeline") and BOSTON GAS COMPANY (herein called "Customer," whether
one or more),
W I T N E S S E T H:
WHEREAS, there currently exists between Pipeline and Customer six service
agreements under Rate Schedule SS-1 (Pipeline's Contract Nos. 400139, 400140,
400141, 400217, 400218 and 412018) which specify an MDWQ of 12,232 dth and an
MSQ of 1,444,651 dth, an MDWQ of 9,338 dth and an MSQ of 653,660 dth, an MDWQ of
43,252 and an MSQ of 2,595,120 dth, an MDWQ of 9 dth and an MSQ of 630 dth, an
MDWQ of 51 dth and an MSQ of 3,570 dth, and an MDWQ of 712 and an MSQ of 49,840
respectively; and
WHEREAS, Pipeline and Customer desire to enter into one service agreement
under Rate Schedule SS-1 which shall supersede the six existing Rate Schedule
SS-1 service agreements referenced above; and
WHEREAS, withdrawal rights under the new Rate Schedule SS-1 service
agreement are consistent with the existing rights of the six existing Rate
Schedule SS-1 service agreements it supersedes;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and of Pipeline's
Rate Schedule SS-1, Pipeline agrees to provide firm service for Customer under
Rate Schedule SS-1 and to receive and store for Customer's account quantities of
natural gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 24,403 dth
Maximum Storage Quantity (MSQ) 4,747,471 dth
Pipeline agrees to withdraw from storage for Customer, at Customer's
request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity
(MDWQ) of 65,594 dekatherms, or such lesser quantity as determined pursuant to
Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable
Shrinkage, and to
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
deliver for Customer's account such quantities. Pipeline's obligation to
withdraw gas on any day is governed by the provisions of Rate Schedule SS-1,
including but not limited to Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on December 1, 1994 and
shall continue in force and effect until April 30, 2013 and year to year
thereafter unless this Service Agreement is terminated as hereinafter provided.
This Service Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without prejudice to
such rights, this Service Agreement may be terminated at any time by Pipeline in
the event Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days after payment
is due; provided, Pipeline gives thirty (30) days prior written notice to
Customer of such termination and provided further such termination shall not be
effective if, prior to the date of termination, Customer either pays such
outstanding bill or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
In the event there is gas in storage for Customer's account on April 30 of
the year of termination of this Service Agreement, this Service Agreement shall
continue in force and effect for the sole purpose of withdrawal and delivery of
said gas to Customer for an additional one-hundred and twenty (120) days.
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule SS-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule SS-1 as filed with the Federal Energy
Regulatory Commission and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule SS-1, (b)
Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is rendered
or (c) any provision of the General Terms and conditions applicable to Rate
Schedule SS-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDIQ, MSQ and
MDWQ specified in Article I, to change the term of the service agreement as
specified in Article II, to change Point(s) of Receipt Specified in Article IV,
to change the Point(s) of Delivery specified in Article IV, or to change the
firm character of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does not waive any
rights it may have with respect to such filings.
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account for storage
injection pursuant to this Service Agreement shall be those quantities scheduled
for delivery pursuant to Service Agreements between Pipeline and Customer under
Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-
1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "SS-1
Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and
40% in Market Zone 3. In addition, at Customer's request any positive or
negative variance between scheduled deliveries and actual deliveries on any day
at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1
shall be deemed for billing purposes delivered at the Point of Delivery and
shall be injected into or withdrawn from storage for Customer's account. In
addition to accepting gas for storage injection at the SS-1 Storage Point,
Pipeline will accept gas tendered at points of interconnection between Pipeline
and third party facilities at Oakford and Leidy Storage Fields provided that
such receipt does not result in Customer tendering aggregate quantities for
storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas shall be
specified in Exhibit A of the executed service agreement.
Exhibit A and B are hereby incorporated as part of this Service Agreement
for all intents and purposes as if fully copied and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
and be subject to the provisions of Section 5 of the General Terms and
Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
specifications, as expressly provided for in Section 5 of Pipeline's General
Terms and Conditions, Customer shall pay all costs associated with processing of
such gas as necessary to comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: BOSTON GAS COMPANY
ONE BEACON STREET
BOSTON, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
instrument which it has executed or may execute hereafter; otherwise, neither
Customer nor Pipeline shall assign this Service Agreement or any of its rights
hereunder unless it first shall have obtained the consent thereto in writing of
the other; provided further, however, that neither Customer nor Pipeline shall
be released from its obligations hereunder without the consent of the other. In
addition, Customer may assign its rights to capacity pursuant to Section 3.14 of
the General Terms and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms and Conditions,
Customer may require privity between Customer and the Replacement Customer, as
further provided in the applicable Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
Service Agreements dated December 30, 1993, November 1, 1994 and 11/7/94
between Pipeline and Customer under Pipeline's Rate Schedule SS-1
(Pipeline's Contract No. 400139, 400140, 400141, 400217, 400218 and 412018)
7
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
IN WITNESS WHEREOF, the Parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents, or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Robert B. Evans
-------------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- -----------------------
ROBERT W. REED
CORPORATED SECRETARY BOSTON GAS COMPANY
By /s/ William R. Luthern
--------------------------------------
ATTEST:
_______________________
8
<PAGE>
CONTRACT #: 400210
EXHIBIT A, POINT(S) OF DELIVERY, DATED 11-29-94,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY, ("Customer"),
DATED 11-29-94:
<TABLE>
<CAPTION>
Maximum
Daily Delivery Measurement
Point of Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
-------- -------------- ---------- ---------- ----------- ----- --------
(dth)
<S> <C> <C> <C> <C> <C> <C> <C>
1. 70087 ALGONQUIN - LAMBERTVILLE, 30,798 AS REQUESTED TX EAST TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ BY CUSTOMER, TRAN TRAN
NOT TO
EXCEED 750
PSIG
2. 71078 ALGONQUIN - HANOVER, NJ 47,028 AS REQUESTED TX EAST TX EAST ALGONQUIN
MORRIS CO., NJ BY CUSTOMER, TRAN TRAN
NOT TO
EXCEED 750
PSIG
3. 79818 AGT-BOSTON GAS - FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
</TABLE>
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations at each of
the Points of Delivery described above, including Pipeline's maximum daily
delivery obligation under this and all other firm Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
A-1
<PAGE>
CONTRACT #: 400210
EXHIBIT A, POINT(S) OF DELIVERY (CONTINUED)
BOSTON GAS COMPANY
<TABLE>
<CAPTION>
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
----------------- -------------------------
<S> <C>
NO. 1 199,485
NO. 2 75,696
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Robert B. Evans
---------------------------
CUSTOMER: /s/ William R. Luthern
---------------------------
SUPERSEDES EXHIBIT A DATED __________
A-2
<PAGE>
Contract #400522
EXHIBIT 10.37
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
This agreement, made and entered into this 29 day of Nov, 1994, by and
between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein
called "Pipeline") and BOSTON GAS COMPANY (herein called "Customer," whether one
or more),
W I T N E S S E T H:
WHEREAS, there currently exists between Pipeline and Customer three service
agreements under Rate Schedule FSS-1 (Pipeline's Contract Nos. 400503, 400520
and 400521) which specify an MDWQ of 2,932 dth and an MSQ of 175,920 dth, an
MDWQ of 36 dth and an MSQ of 2,160 dth, and an MDWQ of 209 dth and an MSQ of
12,540 dth respectively; and
WHEREAS, Pipeline and Customer desire to enter into one service agreement
under Rate Schedule FSS-1 which shall supersede the three referenced above; and
WHEREAS, withdrawal rights under the new Rate Schedule FSS-1 service
agreement are consistent with the existing rights of the three existing Rate
Schedule FSS-1 service agreements it supersedes;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and of Pipeline's
Rate Schedule FSS-1, Pipeline agrees to provide firm service for Customer under
Rate Schedule FSS-1 and to receive and store for Customer's account quantities
of natural gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 979 dth
Maximum Storage Quantity (MSQ) 190,620 dth
Pipeline agrees to withdraw from storage for Customer, at Customer's
request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity
(MDWQ) of 3,177 dekatherms, or such lesser quantity as determined pursuant to
Rate Schedule FSS-1, from Customer's Storage Inventory, plus Applicable
Shrinkage. Pipeline's obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule FSS-1, including but not limited to Section 6.
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on December 1, 1994 and
shall continue in force and effect until April 30, 2012 and year to year
thereafter unless this Service Agreement is terminated as hereinafter provided.
This Service Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary term.
Subject to Pipeline rights under Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service Agreement may be
terminated at any time by Pipeline in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and such failure continues
for thirty (30) days after payment is due; provided, Pipeline gives thirty (30)
days prior written notice to Customer of such termination and provided further
such termination shall not be effective if, prior to the date of termination,
Customer either pays such outstanding bill or furnishes a good and sufficient
surety bond guaranteeing payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
In the event there is gas in storage for Customer's account on April 30 of
the year of termination of this Service Agreement, this Service Agreement shall
continue in force and effect for the sole purpose of withdrawal and delivery of
said gas to Customer for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FSS-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FSS-1 as filed with the Federal
Energy Regulatory Commission and as the same may be hereafter revised or
changed.
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule FSS-1,
(b) Pipeline's Rate Schedule FSS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions applicable to
Rate Schedule FSS-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDIQ, MSQ and
MDWQ specified in Article I, to change the term of the service agreement as
specified in Article II, to change Point(s) of Receipt specified in Article IV,
to change the Point(s) of Delivery specified in Article IV, or to change the
firm character of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does not waive any
rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account for storage
injection pursuant to this Service Agreement shall be those quantities scheduled
for delivery pursuant to Service Agreements between Pipeline and Customer under
Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "FSS-1 Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-
1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "FSS-1
Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and
40% in Market Zone 3. In addition, subject to Pipeline's prior written consent,
any positive variance between scheduled deliveries and actual deliveries on any
day (i.e. scheduled deliveries exceed actual deliveries) at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be deemed for
billing purposes delivered at the Point of Delivery and shall be injected into
storage for Customer's account. In addition to accepting gas for storage
injection at the FSS-1 Storage Point, Pipeline will accept gas tendered at
points of interconnection between Pipeline and third party facilities at Oakford
and Leidy Storage Fields provided that such receipt does not result in Customer
tendering aggregate quantities for storage in excess of the Customer MDIQ.
The natural gas delivered by Pipeline for Customer's account as a result of
storage withdrawal pursuant to this Service Agreement shall be those quantities
scheduled for withdrawal hereunder and subsequent transportation pursuant to
service agreements between Pipeline and Customer under Rate Schedule CDS, FT-1,
SCT, or IT-1 which specify as a Point of Receipt the "FSS-1
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
Storage Point". For purpose of billing under Rate Schedules CDS, FT-1, SCT, or
IT-1, withdrawals from storage for subsequent transportation under Rate
Schedules CDS, FT-1, SCT, or IT-1 shall be deemed to have been received 60% in
Market Zone 2 and 40% in Market Zone 3. In addition to the withdrawal of gas
from storage for delivery through a transportation service on Pipeline's system,
gas may be withdrawn for delivery into the facilities of third parties at the
points of interconnection between Pipeline and the facilities of such third
parties at Oakford and Leidy Storage Fields provided that such withdrawals do
not result in Customer withdrawing gas in excess of his MDWQ or MSQ. A separate
transportation charge will not be applicable to these deliveries.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
and be subject to the provisions of Section 5 of the General Terms and
Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: BOSTON GAS COMPANY
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
Service Agreements dated, November 8, 1994, October 21, 1994 and October
25, 1994 between Pipeline and Customer under Pipeline's Rate Schedule FSS-1
(Pipeline's Contract Nos. 400503, 400520 and 400521).
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
IN WITNESS WHEREOF, the Parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents, or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Robert B. Evans
-------------------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- ---------------------------
ROBERT W. REED
CORPORATE SECRETARY
BOSTON GAS COMPANY
By /s/ William R. Luthern
-------------------------------------------
ATTEST:
____________________________
7
<PAGE>
EXHIBIT 10.38
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
This, Service Agreement, made and entered into this 23rd day of March,
1995, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and BOSTON GAS COMPANY herein called
"Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-
A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order
issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory
Commission accepted Pipeline's revised tariff sheets filed in compliance with
Order No. 636 to become effective June 1, 1993, subject to certain conditions
set forth in the April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final
Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993
order and Pipeline filed revised tariff sheets to become effective June 1, 1993
in compliance with the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy
Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm
service rights on Pipeline directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of Algonquin's
service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this Service
Agreement to reflect the assignment of Algonquin's service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and of Pipeline's
Rate Schedule FTS-7, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and limitations
hereof and of Pipeline's Rate Schedule FTS-7, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to Customer's MDQ. Customer's
MDQ is as follows:
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
Maximum Daily Quantity (MDQ) 29,915 dth
Pipeline shall receive for Customer's account, at the Customer Point(s),
for transportation hereunder daily quantities of gas up to Customer's MDQ, plus
Applicable Shrinkage. Pipeline shall transport and deliver for Customer's
account, at the CNG Point(s), such daily quantities tendered up to such
Customer's MDQ.
Pipeline shall receive for Customer's account, at the CNG Point(s), for
transportation hereunder daily quantities of gas up to Customer's MDQ, plus
Applicable Shrinkage. Pipeline shall transport and deliver for Customer's
account, at the Customer Point(s), such daily quantities tendered up to such
Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage, as specified in
the executed service agreement. Pipeline shall not be obligated to, but may at
its discretion, deliver at any Point of Delivery on any day a quantity of gas in
excess of the applicable Maximum Daily Delivery Obligation (MDDO), but shall not
deliver in the aggregate at all Points of Delivery on any day a quantity of gas
in excess of the applicable MDQ, as specified in the executed service agreement.
ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall become effective on June 1, 1993, and shall
continue in force and effect until April 15, 2000 and from year to year
thereafter unless terminated by either party upon twenty-four months' prior
written notice. Subject to Section 22 of Pipeline's General Terms and Conditions
and without prejudice to such rights, this Service Agreement may be terminated
at any time by Pipeline in the event Customer fails to pay part or all of the
amount of any bill for service hereunder and such failure continues for thirty
(30) days after payment is due; provided, Pipeline gives thirty (30) days prior
written notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of termination,
Customer either pays such outstanding bill or furnishes a good and sufficient
surety bond guaranteeing payment to Pipeline of such outstanding bill.
Notwithstanding the foregoing, service shall not be terminated unless and until
Pipeline has received abandonment authority pursuant to Section 7 of the Natural
Gas Act.
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
Customer shall have the right to oppose Pipeline's application to the
Federal Energy Regulatory Commission, or any successor agency, for such
abandonment authority. For the 120 days following termination of this Service
Agreement, Pipeline shall utilize its best efforts to provide Customer with such
additional interruptible transportation service, to be provided pursuant to Rate
Schedule IT-1 or successor of Rate Schedule IT-1, as is necessary for Customer
to withdraw and receive delivery of all gas remaining in storage pursuant to
CNG's Rate Schedule GSS.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FTS-7 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline for, all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FTS-7 as filed with the Federal
Energy Regulatory Commission and as the same may be hereafter revised or
changed.
Pipeline shall have the right from time to time, by the filing of a revised
rate schedule, to increase or decrease the rates, to change the form of the
applicable rate schedule and to take such other and further action with respect
thereto without further consent by Customer and such changes in rates and other
changes shall become the Rate Schedule and Terms and Conditions under which the
gas shall be transported hereunder. Customer shall have the right to oppose any
of the foregoing and to request reduction in rates to the extent that Customer
is legally permitted to do so under the Natural Gas Act.
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
ARTICLE IV
CUSTOMER POINT(S) AND CNG POINT(S)
Natural gas to be received by Pipeline for Customer's account for service
hereunder shall be received on the outlet side of the measuring station at or
near the following designated Customer Point(s) or CNG Point(s), and natural gas
to be delivered by Pipeline for Customer's account hereunder shall be delivered
at the outlet side of the measuring stations at or near the following designated
CNG Point(s) or Customer Point(s), in accordance with the Maximum Daily Receipt
Obligation (MDRO) plus Applicable Shrinkage, Maximum Daily Delivery Obligation
(MDDO), receipt and delivery pressure obligations and measurement
responsibilities indicated below for each:
<TABLE>
<CAPTION>
Maximum Measurement
Daily Pressure Responsi-
Customer Point Obligation Obligation bilities
- ---------------------- ---------- ----------------------- ------------
<S> <C> <C> <C>
1. In Hunterdon 29,915 dth As requested by Pipeline
County, NJ, and customer not to exceed
designated by 750 psig
Pipeline as
Measuring Station
70087
2. In Morris County, 29,915 dth As requested by Pipeline
NJ, and designated customer not to exceed
by Pipeline as 750 psig
Measuring Station
71078
3. AGT - Boston Gas 0 N/A N/A
Company for
nomination
purposes only
79818
</TABLE>
<TABLE>
<CAPTION>
Maximum Measurement
Daily Pressure Responsi-
CNG Point Obligation Obligation bilities
- ---------------------- ---------- ----------------------- ------------
<S> <C> <C> <C>
1. In Westmoreland 29,915 dth At such pressure Pipeline
County, PA, and necessary to enter
designated by Pipeline's facilities
Pipeline as not to exceed the
Measuring Station Maximum Allowable
75082 Operating Pressure
2. In Clinton County 0 dth At such pressure CNG
PA, and designated necessary to enter Transmission
by Pipeline as Pipeline's facilities
Measuring Station not to exceed the
75931 Maximum Allowable
Operating Pressure
</TABLE>
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
provided, however, receipt of gas by Pipeline for Customer's account at Customer
Point(s) shall be accomplished solely by the displacement of gas quantities
otherwise deliverable to Customer by Pipeline pursuant to other contractual
arrangements between Pipeline and Customer, and which quantities shall be billed
by Pipeline and paid by Customer as if such deliveries in fact occurred pursuant
to the relevant contractual arrangements;
further provided, however, that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligations
at each of the Customer Points described above, including Pipeline's maximum
daily delivery obligations under this and all other firm Service Agreements
existing between Pipeline and Customer, shall in no event exceed the following:
Customer Aggregate Maximum
Point Daily Delivery Obligation
------- -------------------------
No. 1 157,064 dth
No. 2 72,571 dth
and provided further that Pipeline shall have no obligation to deliver natural
gas designated as MDQ at any Customer Point other than that listed below:
Customer Point
--------------
Measuring Station 70087, Hunterdon County, New Jersey
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
desire to give to the other, shall be in writing and shall be considered as duly
delivered when mailed by registered, certified, or regular mail to the post
office address of the parties hereto, as the case may be, as follows
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: BOSTON GAS COMPANY
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
None
7
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Robert B. Evans
------------------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- -----------------------------------
ROBERT W. REED
CORPORATE SECRETARY
BOSTON GAS COMPANY
By /s/ William R. Luthern
-------------------------------------------
ATTEST:
/s/ Christopher Gulick
- -----------------------------------
8
<PAGE>
CONTRACT #: 800491
------
EXHIBIT 10.39
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 1st day of May, 1996 by
and between TEXAS EASTERN TRANSMISSION CORPORATION, A Delaware Corporation
(herein called "Pipeline") and BOSTON GAS COMPANY (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, Pipeline and Customer are parties to three service agreements
under Rate Schedule CDS (Pipeline's Contract Nos. 800416, 800481 and 800483)
which specify an MDQ of 2,932 dth, 36 dth and 209 dth, respectively; and
WHEREAS, Pipeline and Customer desire to enter into this Service Agreement
under Rate Schedule CDS which shall supersede the Customer's existing Rate
Schedule CDS service agreements (Pipeline's Contract Nos. 800416, 800481 and
800483);
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties do covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule CDS, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline shall
deliver to those points on Pipeline's system as specified In Article IV herein
or available to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery), for Customer's
account, as requested for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows
Maximum Daily Quantity (MDQ) 3,177 dth
Subject to variances as may be permitted by Sections 2.4 of Rate Schedule
CDS or the General Terms and Conditions, Customer shall deliver to Pipeline and
Pipeline shall receive, for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to Customer's MDQ,
plus Applicable Shrinkage as specified in the General Terms and Conditions.
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule CDS and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on the later of March 1,
1996, or the first day of the first month following execution of this Service
Agreement by Customer, and shall continue in force and effect until October 31,
2012 and year to year thereafter unless this Service Agreement is terminated as
hereinafter provided. This Service Agreement may be terminated by either
Pipeline or Customer upon five (5) years prior written notice to the other
specifying a termination date of any October 31 of any year occurring on or
after the expiration of the primary term. Subject to Section 22 of Pipeline's
General Terms and Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event Customer fails
to pay part or all of the amount of any bill for service hereunder and such
failure continues for thirty (30) days after payment is due; provided, Pipeline
gives thirty (30) days prior written notice to Customer of such termination and
provided further such termination shall not be effective if, prior to the date
of termination, Customer either pays such outstanding bill or furnishes a good
and sufficient surety bond guaranteeing payment to Pipeline of such outstanding
bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION.
2
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S RIGHT OF
FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS ON THE
EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule CDS and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule CDS as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule CDS, (b)
Pipeline's Rate Schedule CDS pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule CDS. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified
in Article I, to change the term of the agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may have with
respect to such filings.
3
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A and B are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
4
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: BOSTON GAS COMPANY
One Beacon Street
Boston, MA 02108
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service, Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
5
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
Service Agreement(s) dated, November 7, 1994, October 21, 1994 and
October 25, 1994 between Pipeline and Customer under Pipeline's Rate
Schedule CDS (Pipline's Contract Nos, 800416, 800481 and 800483).
6
<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
BY /s/ Robert B. Evans
------------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- ------------------
ROBERT W. REED
CORPORATE SECRETARY
BOSTON GAS COMPANY
By /s/ W. R. Luthern
------------------------------------
ATTEST:
/s/ Diane M. O'Brien, Notary
- --------------------------------
My Commission Expires 11/23/01
7
<PAGE>
CONTRACT #: 800491
------
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED 5/1/96,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY (CUSTOMER"),
DATED 5/1/96:
(1) Customer's firm Point(s) of Receipt:
<TABLE>
<CAPTION>
MAXIMUM DAILY
POINT OF RECEIPT OBLIGATION MEASUREMENT
RECEIPT DESCRIPTION (PLUS APPLICABLE SHRINKAGE) (DTH) RESPONSIBILITIES OWNER OPERATOR
- -------- ----------- --------------------------------- ---------------- ----- --------
<S> <C> <C> <C> <C> <C>
NONE
</TABLE>
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL"). Customer
hereby agrees that Pipeline's MRPL as revised and published by Pipeline
from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
TRANSPORTATION
TRANSPORTATION PATH PATH QUANTITY (DTH/D)
------------------- ---------------------
M3 TO M3 3,177
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Robert B. Evans
--------------------------
CUSTOMER: /s/ W. R. Luthern
--------------------------
SUPERSEDES EXHIBIT A DATED:________
A-1
<PAGE>
CONTRACT #: 800491
------
EXHIBIT B, POINT(S) OF DELIVERY, DATED 5/1/96,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
BOSTON GAS COMPANY ("Customer"),
DATED 5/1/96:
<TABLE>
<CAPTION>
Maximum
Daily Delivery
Point of Delivery Pressure Measurement
Delivery Description Obligation Obligation Responsibilities Owner Operator
--------- ----------- ---------- ---------- ---------------- ----- --------
(DTH)
<S> <C> <C> <C> <C> <C> <C>
1. 70087 ALGONQUIN - LAMBERTVILLE, 1,364 AS REQUESTED TX EAST TRAN TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ BY CUSTOMER, TRAN
NOT TO
EXCEED 750
POUNDS PER
SQUARE INCH
GAUGE
2. 71078 ALGONQUIN - HANOVER, NJ 1,813 AS REQUESTED TX EAST TRAN TX EAST ALGONQUIN
MORRIS CO., NJ BY CUSTOMER, TRAN
NOT TO
EXCEED 750
POUNDS PER
SQUARE INCH
GAUGE
3. 79818 AGT-BOSTON GAS FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
</TABLE>
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
B-1
<PAGE>
CONTRACT #: 800491
------
EXHIBIT B, POINT(S) OF DELIVERY (CONTINUED)
BOSTON GAS COMPANY
<TABLE>
<CAPTION>
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION DTH)
----------------- ------------------------
<S> <C>
NO.1 199,609
No.2 75,844
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Robert B. Evans
-------------------------
CUSTOMER: /s/ W. R. Luthern
-------------------------
SUPERSEDES EXHIBIT B DATED _______
B-2
<PAGE>
EXHIBIT 10.40
Contract # .6425
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
BOSTON GAS COMPANY
June 1, 1993
<PAGE>
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of June, 1993, by and between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter
referred to as "Seller," first party, and BOSTON GAS COMPANY, hereinafter
referred to as "Buyer," second party,
WITNESSETH
WHEREAS, pursuant to the requirements of Order Nos. 636, 636-A and 636-B,
issued by the Federal Energy Regulatory Commission, Algonquin Gas Transmission
Company ("Algonquin") has assigned to several of its customers upstream capacity
previously provided under Seller's Rate Schedule X-284; and
WHEREAS, upon the effective date of this Agreement, the contractual
arrangement between Algonquin and Seller is terminated and abandonment of
service under Rate Schedule X-284 is automatically authorized; and
WHEREAS, Buyer has been assigned a portion of Algonquin's capacity
previously provided under Rate Schedule X-284, and agrees to such assignment and
assumes, in part, Algonquin's obligations pursuant to the Service Agreement and
Seller's FT Rate Schedule of Vol. 1 of its FERC Gas Tariff; and
WHEREAS, Seller will provide Incremental Leidy Line Annual Firm
Transportation service hereunder to Buyer pursuant to Seller's blanket
certificate authorization and Rate Schedule FT for that portion of assigned
capacity designated hereinbelow.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement and of Seller's
Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas
for transportation and Seller agrees to receive, transport and redeliver natural
gas to Buyer or for the account of Buyer, on a firm basis, up to the dekatherm
equivalent of a Transportation Contract Quantity ("TCQ") of 6,121 Mcf per day.
2. Transportation service rendered hereunder shall not be subject to
curtailment or interruption except as provided in Section 1 of the General
Terms and Conditions of Seller's FERC Gas Tariff.
2
<PAGE>
SERVICE AGREEMENT
(Continued)
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s) of receipt
hereunder at a pressure sufficient to allow the gas to enter Seller's pipeline
system at the varying pressures that may exist in such system from time to time;
provided, however, the pressure of the gas delivered or caused to be delivered
by Buyer shall not exceed the maximum operating pressure(s) of seller's pipeline
system at such point(s) of receipt. In the event the maximum operating
pressure(s) of Seller's pipeline system, at the point(s) of receipt hereunder,
is from time to time increased or decreased, then the maximum allowable
pressure(s) of the gas delivered or caused to be delivered by Buyer to Seller at
the point(s) of receipt shall be correspondingly increased or decreased upon
written notification of Seller to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this agreement shall be:
Point of Receipt
----------------
Interconnection between the facilities
of National Fuel and Seller at Wharton
in Potter County, Pennsylvania.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer the gas
transported hereunder at the following point(s) of delivery and at a pressure(s)
of:
Point of Delivery Pressure
----------------- --------
Existing Centerville point of Prevailing pressure in
interconnect between Algonquin Gas Seller's pipeline
Transmission Company and Seller system not to exceed
located in Somerset County, New Jersey 750 psig
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of June 1, 1993 and shall remain in
force and effect until 8:00 a.m. Eastern Standard Time
3
<PAGE>
SERVICE AGREEMENT
(Continued)
June 1, 2008 and thereafter until terminated by Seller or Buyer upon at least
one year prior written notice; provided, however, this agreement shall terminate
immediately and, subject to the receipt of necessary authorizations, if any,
Seller may discontinue service hereunder if (a) Buyer, in Seller's reasonable
judgement fails to demonstrate credit worthiness, and (b) Buyer fails to provide
adequate security in accordance with Section 8.3 of Seller's Rate Schedule FT.
As set forth in Section 8 of Article II of Seller's August 7, 1989 revised
Stipulation and Agreement in Docket Nos. RP88-68 et.al., (a) pregranted
abandonment under Section 284.221(d) of the Commission's Regulations shall not
apply to any long term conversions from firm sales service to transportation
service under Seller's Rate Schedule FT and (b) Seller shall not exercise its
right to terminate this service agreement as it applies to transportation
service resulting from conversions from firm sales service so long as Buyer is
willing to pay rates no less favorable than Seller is otherwise able to collect
from third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered to Buyer hereunder in
accordance with Seller's Rate Schedule FT and the applicable provisions of the
General Terms and Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be legally amended or
superseded from time to time. Such Rate Schedule and General Terms and
Conditions are by this reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas that Buyer delivers or
causes to be delivered to Seller shall include the quantity of gas retained by
Seller for applicable compressor fuel, line loss make-up (and injection fuel
under Seller's Rate Schedule GSS, if applicable) in providing the transportation
service hereunder, which quantity may be changed from time to time and which
will be specified in the currently effective Sheet No. 44 of Volume No. 1 of
this Tariff which relates to service under this agreement and which is
incorporated herein.
3. In addition to the applicable charges for firm transportation service
pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller
for any and all filing fees incurred as a result of buyer's request for service
under Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller
by the Federal Energy Regulatory Commission or any successor governmental
authority having jurisdiction.
4
<PAGE>
SERVICE AGREEMENT
(Continued)
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the effective date hereof
the following contract(s):
Algonquin/Transcontinental Gas Pipe Line Corporation former X-284
Agreement, dated November 1, 1985; specifically for that portion of
capacity provided in Article I above.
2. No waiver by either party of any one or more defaults by the other in
the performance of any provisions of this agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this agreement shall be in
accordance with the laws of the State of Texas, without recourse to the law
governing conflict of laws, and to all present and future valid laws with
respect to the subject matter, including present and future orders, rules and
regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. Notices to either party shall be in writing and shall be considered as
duly delivered when mailed to the other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P. 0. Box 1396
Houston, Texas 77251
Attention: Customer Services, Northern Market Area
(b) If to Buyer:
Boston Gas Company
One Beacon Street
Boston, MA 02108
Attention: Mr. William R. Luthern
Such addresses may be changed from time to time by mailing appropriate notice
thereof to the other party by certified or registered mail.
5
<PAGE>
SERVICE AGREEMENT
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed by their respective officers or representatives thereunto duly
authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By /s/ Thomas E. Skains
---------------------------------------
Thomas E. Skains
Senior Vice President
Transportation and Customer Services
BOSTON GAS COMPANY
By /s/ William R. Luthern
---------------------------------------
6
<PAGE>
EXHIBIT 10.41
GAS TRANSPORTATION AGREEMENT
BETWEEN
TEXAS GAS TRANSMISSION CORPORATION
AND
BOSTON GAS COMPANY
DATED NOVEMBER 1, 1993
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
-------
<S> <C> <C>
ARTICLE I Definitions 1
ARTICLE II Transportation Service 1
ARTICLE III Scheduling and Transportation 2
Limitations
ARTICLE IV Points of Receipt, Delivery, 3
and Supply Lateral Allocation
ARTICLE V Term of Agreement 3
ARTICLE VI Point(s) of Measurement 3
ARTICLE VII Facilities 4
ARTICLE VIII Rates and Charges 4
ARTICLE IX Miscellaneous 5
EXHIBIT "A"
FIRM POINT(S) OF RECEIPT
EXHIBIT "A-I"
SECONDARY POINT(S) OF RECEIPT
EXHIBIT "B"
FIRM POINT(S) OF DELIVERY
EXHIBIT "C"
SUPPLY LATERAL CAPACITY
STANDARD FACILITIES KEY
</TABLE>
<PAGE>
FIRM TRANSPORTATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of November, 1993,
--------
by and between Texas Gas Transmission Corporation, a Delaware corporation,
hereinafter referred to as "Texas Gas," and Boston Gas Company, a
Massachusetts corporation, hereinafter referred to as "Customer,"
- -------------
WITNESSETH:
WHEREAS, Customer has natural gas which cannot be moved into its system
through its existing facilities; and
WHEREAS, Texas Gas has the ability in its pipeline system to move
natural gas for the account of Customer; and
WHEREAS, Customer desires that Texas Gas transport such natural gas for
the account of Customer; and
WHEREAS, Customer and Texas Gas are of the opinion that the transaction
referred to above falls within the provisions of Section 284.223 of Subpart G of
Part 284 of the Federal Energy Regulatory Commission's (Commission) regulations
and the blanket certificate issued to Texas Gas in Docket No. CP88-686-000, and
can be accomplished without the prior approval of the Commission;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
Definitions
- -----------
1.1 Definition of Terms of the General Terms and Conditions of Texas Gas's
FERC Gas Tariff on file with the Commission is hereby incorporated by reference
and made a part of this Agreement.
ARTICLE II
Transportation Service
- ----------------------
2.1 Subject to the terms and provisions of this Agreement, Customer agrees
to deliver or cause to be delivered to Texas Gas, at the Point(s) of Receipt in
Exhibit "A" hereunder, Gas for Transportation, and Texas Gas agrees to receive,
transport, and redeliver, at the Point(s) of Delivery in Exhibit "B" hereunder,
Equivalent Quantities of Gas to Customer or for the account of Customer, in
accordance with Section 3 of Texas Gas's effective FT Rate Schedule and the
terms and conditions contained herein, up to 13,280 MMBtu per day during the
winter season, and up to 13,280 MMBtu per day during the summer
<PAGE>
season, which shall be Customer's Firm Transportation Contract Demand, and up to
2,005,280 MMBtu during the winter season, and up to 2,841,920 MMBtu during the
summer season, which shall be Customer's Seasonal-Quantity Levels.
2.2 Customer shall reimburse Texas Gas for the Quantity of Gas required for
fuel, company use, and unaccounted for associated with the transportation
service hereunder in accordance with Section 16 of the General Terms and
Conditions of Texas Gas's FERC Gas Tariff. The applicable fuel retention
percentage(s) is shown on Exhibit "A". Texas Gas may adjust the fuel retention
percentage as operating circumstances warrant; however, such change shall not be
retroactive. Texas Gas agrees to give Customer thirty (30) days written notice
before changing such percentage.
2.3 Texas Gas, at its sole option, may, if tendered by Customer, transport
daily quantities in excess of the Transportation Contract Demand.
2.4 In order to protect its system, the delivery of gas to its customers
and/or the safety of its operations, Texas Gas shall have the right to vent
excess natural gas delivered to Texas Gas by Customer or Customer's supplier(s)
in that part of its system utilized to transport gas received hereunder. Prior
to venting excess gas, Texas Gas will use its best efforts to contact Customer
or Customer's supplier in an attempt to correct such excess deliveries to Texas
Gas. Texas Gas may vent such excess gas solely within its reasonable judgment
and discretion without liability to Customer, and a pro rata share of any gas so
vented shall be allocated to Customer. Customer's pro rata share shall be
determined by a fraction, the numerator of which shall be the quantity of gas
delivered to Texas Gas at the Point of Receipt by Customer or Customer's
suppliers in excess of Customer's confirmed nomination and the denominator of
which shall be the total quantity of gas in excess of total confirmed
nominations flowing in that part of the Texas Gas's system utilized to transport
gas, multiplied by the total quantity of gas vented or lost hereunder.
2.5 Any gas imbalance between receipts and deliveries of gas, less fuel and
PVR adjustments, if applicable, shall be cleared each month in accordance with
Section 17 of the General Terms and Conditions in Texas Gas's FERC Gas Tariff.
Any imbalance remaining at the termination of this Agreement shall also be
cashed-out as provided herein.
ARTICLE III
Scheduling
- ----------
3.1 Customer shall be obligated five (5) working days prior to the end of
each month to furnish Texas Gas with a schedule of the estimated daily
quantity(ies) of gas it desires to be received, transported, and redelivered for
the following month. Such schedules will show the quantity(ies) of gas Texas Gas
will receive from Customer at the Point(s) of Receipt, along with the identity
of the supplier(s) that is delivering or causing to be delivered to Texas Gas
quantities for Customer's account at each Point of Receipt for which a
nomination has been made.
2
<PAGE>
3.2 Customer shall give Texas Gas, after the first of the month, at least
twenty-four (24) hours notice prior to the commencement of any day in which
Customer desires to change the quantity(ies) of gas it has scheduled to be
delivered to Texas Gas at the Point(s) of Receipt. If Customer's nomination
change does not require Texas Gas to interrupt service to another Customer,
Texas Gas will agree to waive this 24-hour prior notice and implement nomination
changes requested by Customer to commence in such lesser time frame subject to
Texas Gas's being able to confirm and verify such nomination change at both
Receipt and Delivery Points, and receive PDAs reflecting this nomination change
at both Receipt and Delivery Points. Texas Gas will use its best efforts to
make the nomination change effective at the time requested by Customer; however,
if Texas Gas is unable to do so, the nomination change will be implemented as
soon as confirmation is received.
ARTICLE IV
Points of Receipt, Delivery, and Supply Lateral Allocation
- ----------------------------------------------------------
4.1 Customer shall deliver or cause to be delivered natural gas to Texas Gas
at the Point(s) of Receipt specified in Exhibit "A" attached hereto and Texas
Gas shall redeliver gas to Customer or for the account of Customer at the
Point(s) of Delivery specified in Exhibit "B" attached hereto in accordance with
Sections 7 and 15 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
4.2 Customer's preferential capacity rights on each of Texas Gas's supply
laterals shall be as set forth in Exhibit "C" attached hereto, in accordance
with Section 34 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
ARTICLE V
Term of Agreement
- -----------------
5.1 This Agreement shall become effective November 1, 1993, and shall remain
in full force and effect for a primary term of twelve (12) years ending October
31, 2005, and shall continue for year to year thereafter unless either party
terminates this Agreement at the end of such primary or any anniversary date
thereof by giving the other party at least 365 days advance written notice.
ARTICLE VI
Point(s) of Measurement
- -----------------------
6.1 The gas shall be delivered by Customer to Texas Gas and redelivered by
Texas Gas to Customer at the Point(s) of Receipt and Delivery hereunder.
3
<PAGE>
6.2 The gas shall be measured or caused to be measured by Customer and/or
Texas Gas at the Point(s) of Measurement which shall be as specified in Exhibits
A, A-I, and B herein. In the event of a line loss or leak between the Point of
Measurement and the Point of Receipt, the loss shall be determined in accordance
with the methods described contained in Section 3, "Measuring and Measuring
Equipment," contained in the General Terms and Conditions of First Revised No. 1
of Texas Gas's FERC Gas Tariff.
ARTICLE VII
Facilities
- ----------
7.1 Texas Gas and Customer agree that any facilities required at the
Point(s) of Receipt, Point(s) of Delivery, and Point(s) of Measurement, shall be
installed, owned, and operated as specified in Exhibits A, A-I, and B herein.
Customer may be required to pay or cause Texas Gas to be paid for the installed
cost of any new facilities required as contained in Sections 1.3, 1.4, and 1.5
of Texas Gas's FT Rate Schedule. Customer shall only be responsible for the
installed cost of any new facilities described in this Section if agreed to in
writing between Texas Gas and Customer.
ARTICLE VIII
Rates and Charges
- -----------------
8.1 Each month, Customer shall pay Texas Gas for the service hereunder, an
amount determined in accordance with Section 5 of Texas Gas's FT Rate Schedule
contained in Texas Gas's FERC Gas Tariff and as indicated on Exhibit "A" herein,
which Rate Schedule is by reference made a part of this Agreement. The maximum
rates for such service consist of a monthly reservation charge multiplied by
Customer's firm transportation demand as specified in Section 2.1 herein. The
reservation charge shall be billed as of the effective date of this Agreement.
In addition to the monthly reservation charge, Customer agrees to pay Texas Gas
each month the maximum commodity charge up to Customer's Transportation Contract
Demand. For any quantities delivered by Texas Gas in excess of Customer's
Transportation Contract Demand, Customer agrees to pay the maximum FT overrun
commodity charge. In addition, Customer agrees to pay:
(a) Texas Gas's Fuel Retention percentage(s).
(b) The currently effective GRI funding unit, if applicable, the currently
effective FERC Annual Charge Adjustment unit charge (ACA), the currently
effective Take-or-Pay surcharge, or any other then currently effective
surcharges, including but not limited to Order 636 Transition Costs.
If Texas Gas declares force majeure which renders it unable to perform service
herein, then Customer shall be relieved of its obligation to pay demand charges
for that part of its FT Contract Demand affected by such force majeure event
until the force majeure event is remedied.
4
<PAGE>
Unless otherwise agreed to in writing by Texas Gas and Customer, Texas Gas may,
from time to time, and at any time selectively after negotiation, adjust the
rate(s) applicable to any individual Customer; provided, however, that such
adjusted rate(s) shall not exceed the applicable Maximum Rate(s) nor shall they
be less than the Minimum Rate(s) set forth in the currently effective Sheet No.
10 of this Tariff. If Texas Gas so adjusts any rates to any Customer, Texas Gas
shall file with the Commission any and all required reports respecting such
adjusted rate.
8.2 In the event Customer utilizes a Secondary Point(s) of Receipt or
Delivery for transportation service herein, Customer will continue to pay the
monthly reservation charges as described in Section 8.1 above. In addition,
Customer will pay the maximum commodity charge applicable to the zone in which
gas is received and redelivered up to Customer's Transportation Contract Demand
and the maximum overrun commodity charge for any quantities delivered by Texas
Gas in excess of Customer's winter season or summer season Transportation
Contract Demand. Customer also agrees to pay the ACA, Take-or-Pay Surcharge, GRI
charges, fuel retention charge, and any other effective surcharges, if
applicable, as described in Section 8.1 above.
8.3 It is further agreed that Texas Gas may seek authorization from the
Commission and/or other appropriate body for such changes to any rate(s) and
terms set forth herein or in Rate Schedule FT, as may be found necessary to
assure Texas Gas just and reasonable rates. Nothing herein contained shall be
construed to deny Customer any rights it may have under the Natural Gas Act, as
amended, including the right to participate fully in rate proceedings by
intervention or otherwise to contest increased rates in whole or in part.
8.4 Customer agrees to fully reimburse Texas Gas for all filing fees, if
any, associated with the service contemplated herein which Texas Gas is required
to pay to the Commission or any agency having or assuming jurisdiction of the
transactions contemplated herein.
8.5 Customer agrees to execute or cause its supplier or processor to execute
a separate agreement with Texas Gas providing for the transportation of any
liquids and/or liquefiables, and agrees to pay or reimburse Texas Gas, or
cause Texas Gas to be paid or reimbursed, for any applicable rates or charges
associated with the transportation of such liquids and/or liquefiables, as
specified in Section 24 of the General Terms and Conditions of Texas Gas' FERC
Gas Tariff.
ARTICLE IX
Miscellaneous
- -------------
9.1 Texas Gas's Transportation Service hereunder shall be subject to receipt
of all requisite regulatory authorizations from the Commission, or any successor
regulatory authority, and any other necessary governmental authorizations, in a
manner and form acceptable to Texas Gas. The parties agree to furnish each other
with any and all information necessary to comply with any laws, orders, rules,
or regulations.
5
<PAGE>
9.2 Except as may be otherwise provided, any notice, request, demand,
statement, or bill provided for in this Agreement or any notice which a party
may desire to give the other shall be in writing and mailed by regular mail, or
by postpaid registered mail, effective as of the postmark date, to the post
office address of the party intended to receive the same, as the case may be, or
by facsimile transmission, as follows:
Texas Gas
---------
Texas Gas Transmission Corporation
3800 Frederica Street
Post Office Box 1160
Owensboro, Kentucky 42302
Attention: Gas Revenue Accounting (Billings and Statements)
Transportation & Exchange (Other Matters)
Nomination & Allocation (Nominations)
Fax (502) 926-8686
Customer
--------
Boston Gas Company
One Beacon Street
Boston, Massachusetts 02108
Attention: Mr. Christopher Gulick
The address of either party may, from time to time, be changed by a party
mailing, by certified or registered mail, appropriate notice thereof to the
other party. Furthermore, if applicable, certain notices shall be considered
duly delivered when posted to Texas Gas's Electronic Bulletin Board, as
specified in Texas Gas's tariff.
9.3 This Agreement shall be governed by the laws of the State of Kentucky.
9.4 Each party agrees to file timely all statements, notices, and petitions
required under the Commission's Regulations or any other applicable rules or
regulations of any governmental authority having jurisdiction hereunder and to
exercise due diligence to obtain all necessary governmental approvals required
for the implementation of this Transportation Agreement.
9.5 All terms and conditions of Rate Schedule FT and the attached Exhibits
A, A-I, B, and C are hereby incorporated to and made a part of this Agreement.
9.6 This contract shall be binding upon and inure to the benefit of the
successors, assigns, and legal representatives of the parties hereto.
9.7 Neither party hereto shall assign this Agreement or any of its rights or
obligations hereunder without the consent in writing of the other party.
Notwithstanding the foregoing, either party may assign its right, title and
interest in, to and by virtue of this Agreement including any and all
extensions, renewals, amendments, and supplements thereto, to a trustee or
trustees ,
6
<PAGE>
individual or corporate, as security for bonds or other obligations or
securities, without such trustee or trustees assuming or becoming in any respect
obligated to perform any of the obligations of the assignor and, if any such
trustee be a corporation, without its being required by the parties hereto to
qualify to do business in the state in which the performance of this Agreement
may occur, nothing contained herein shall require consent to transfer this
Agreement by virtue of merger or consolidation of a party hereto or a sale of
all or substantially all of the assets of a party hereto, or any other corporate
reorganization of a party hereto.
9.8 This Agreement insofar as it is affected thereby, is subject to all
valid rules, regulations, and orders of all governmental authorities having
jurisdiction.
9.9 No waiver by either party of any one or more defaults by the other in
the performance of any provisions hereunder shall operate or be construed as a
waiver of any future default or defaults whether of a like or a different
character.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective representatives thereunto duly authorized, on the day
and year first above written.
ATTEST: TEXAS GAS TRANSMISSION CORPORATION
[SIGNATURE ILLEGIBLE] By [SIGNATURE ILLEGIBLE]
- --------------------------- ------------------------------
Vice President
WITNESSES: BOSTON GAS COMPANY
By William R. Luthern
___________________________ ------------------------------
Vice President
[SIGNATURE ILLEGIBLE]
- --------------------- Attest: _________________________
____ Secretary
Date of Execution by Customer:
18 March 94
- --------------------------
7
<PAGE>
Firm Transportation Agreement
Contract No. T4855
-----
Exhibit "A"
Firm Point(s) of Receipt
BOSTON GAS COMPANY
<TABLE>
<CAPTION>
Meter Daily Firm Fuel Use/Loss (%)
Zone Number NAME Capacity (MMBtu) Winter Summer
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 9866 Cornerstone-Ada 398 2.68 2.02
---- ----
1 2102 Champlin 1,059 2.68 2.02
---- ----
1 2455 Beacon 133 2.68 2.02
---- ----
1 9860 Nelson Greenwood Waskom 133 2.68 2.02
---- ----
1 9303 Helena #2 1,018 2.68 2.02
---- ----
SL 9446 NGPL - Lowry 2.199 2.68 2.02
---- ----
SL 9471 Sohio 126 2.68 2.02
---- ----
SL 9843 Mobile- Lowry 2.314 2.68 2.02
---- ----
SL 9035 Anr-Eunice 16 2.68 2.02
---- ----
SL 2790 Henry Hub 3,805 2.68 2.02
---- ----
SL 9003 Egan 2,445 2.68 2.02
</TABLE>
Notes: 1) Further information on Receipt Point Description, Facilities, and MAOP
can be found under the Receipt Point tab in Texas Gas's Gas Quest
Manual.
DEMAND COMMODITY
FT CHARGES:
<PAGE>
EXHIBIT "A-1"
SECONDARY POINTS OF RECEIPT
<TABLE>
<CAPTION>
----------------------------------------------------------------
Supply
----------------------------------------------------------------
Lateral Segment Meter Supply Point
No.
----------------------------------------------------------------
<S> <C> <C>
NORTH LOUISIANA
Carthage-Haughton
2102 Champlin
9805 Delhl
9051 Grigsby
9860 Nelson - Greenwood/Waskom
8116 Texas Eastern-Sligo
9884 Valero-Carthage
Haughton-Sharon
8003 Barksdale
2455 Beacon
9866 Cornerstone-Ada
2173 Crystal Oil-West Arcadia
2340 F.E. Hargraves-Minden
2186 LGI#1
2456 McCormick
2459 Minden Pan-Am #1
2457 Minden-Hunt
9819 Nelson-Sibley
9461 Olin-McGoldrick
2760 Sligo Plant
9834 Texaco-Athens
Sharon-East
2631 Calhoun Plant
2202 Ergon-Monroe
8760 Lonewa
8020 MRT-Bastrop
9302 Munce
9812 Par Minerals/Downsville
9823 Reliance-Bernice
2612 Reliance-West Monroe
2634 Southwest-Guthrie
Sharon
2145 Claiborne
2010 Fina Oil-HICO
9818 PGC-Bodcaw
2757 Texas Eastern - Sharon
2756 Texas Eastern - Sharon (Master List)
</TABLE>
Page 1
<PAGE>
EXHIBIT "A-1"
SECONDARY POINTS OF RECEIPT
<TABLE>
<CAPTION>
----------------------------------------------------------------
Supply
----------------------------------------------------------------
Lateral Segment Meter Supply Point
No.
----------------------------------------------------------------
<S> <C> <C>
WEST
Iowa-Eunice
2091 Caribbean-China #1
2092 Caribbean-China #2
2093 Caribbean-China #3
9038 Coastal/ANR-Iowa
9839 Great Southern-Woodlawn
8170 Iowa
9445 Kilroy Riseden-Woodlawn
9890 Source Petroleum-S. Elton #1
9896 Source Petroleum-S. Elton #2
2883 Tee Oil-Woodlawn
9802 Trimble No. 1
Mallard Bay-Woodlawn
2140 California Co.-South Thornwell
2615 Caroline Hunt Sands-S. Thornwell
2170 Cockrell-North Chalkley
9828 Denovo-Lake Arthur
2207 Franks Petroleum-Chalkley
9028 Gas Energy Development-Hayes
2355 Humble-Chalkley
2383 IMC Wintershall-Chalkley
9848 Lamson Onshore-Mallard Bay
8071 LRC-Mallard Bay
9813 Rio Bravo
2701 Samedan-N Chalkley
2635 Shell-Chalkley
2266 South Mallard-BayAmerical
2822 Superior-S. Thornwell
9879 Total Minatone-Bell City
2885 Union Texas-Welsh
2853 Welsh Field
SOUTHWEST
East Cameron-Lowry
2581 E.C.14
9872 E.C.9A
2033 Little Cheniere-Arco
2034 Little Cheniere-Linder
2392 LRC-Grand Cheniere
</TABLE>
Page 2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 539,581
<OTHER-PROPERTY-AND-INVEST> 2,547
<TOTAL-CURRENT-ASSETS> 206,444
<TOTAL-DEFERRED-CHARGES> 45,659
<OTHER-ASSETS> 83,926
<TOTAL-ASSETS> 878,157
<COMMON> 51,418
<CAPITAL-SURPLUS-PAID-IN> 43,233
<RETAINED-EARNINGS> 152,312
<TOTAL-COMMON-STOCKHOLDERS-EQ> 246,963
29,326
0
<LONG-TERM-DEBT-NET> 209,493
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 95,202
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 1,743
<LEASES-CURRENT> 507
<OTHER-ITEMS-CAPITAL-AND-LIAB> 294,923
<TOT-CAPITALIZATION-AND-LIAB> 878,157
<GROSS-OPERATING-REVENUE> 700,945
<INCOME-TAX-EXPENSE> 22,510
<OTHER-OPERATING-EXPENSES> 148,487
<TOTAL-OPERATING-EXPENSES> 246,119
<OPERATING-INCOME-LOSS> 56,260
<OTHER-INCOME-NET> 298
<INCOME-BEFORE-INTEREST-EXPEN> 56,558
<TOTAL-INTEREST-EXPENSE> 18,047
<NET-INCOME> 38,511
1,926
<EARNINGS-AVAILABLE-FOR-COMM> 36,585
<COMMON-STOCK-DIVIDENDS> 18,253
<TOTAL-INTEREST-ON-BONDS> 16,767
<CASH-FLOW-OPERATIONS> 100,812
<EPS-PRIMARY> 71.15
<EPS-DILUTED> 71.15
</TABLE>
