UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
---------------------
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 1-7727
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CONNECTICUT NATURAL GAS CORPORATION
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(Exact name of registrant as specified in its charter)
Connecticut 06-0383860
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Columbus Boulevard, Hartford, Connecticut 06103
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(Address of principal executive offices) (Zip Code)
(203) 727-3000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report).
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (applicable only
to Corporate Issuers). Number of shares of common stock outstanding as of
the close of business on July 23, 1996: 10,630,480.
<PAGE>
FINANCIAL STATEMENTS
CONNECTICUT NATURAL GAS CORPORATION
The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. Although the Company believes that
the disclosures are adequate to make the information presented not
misleading, it is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K. In the opinion
of the Company, all adjustments necessary to present fairly the consolidated
financial position of the Connecticut Natural Gas Corporation as of June 30,
1996 and 1995 and the results of its operations and its cash flows for the
three months, nine months and twelve months ended June 30, 1996 and 1995
have been included. The results of operations for such interim periods are
not necessarily indicative of the results for the full year.
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<S> <C> <C> <C>
June 30, Sept. 30, June 30,
ASSETS 1996 1995 1995
------ --------- --------- ---------
Plant and Equipment:
Regulated energy $ 397,070 $ 387,906 $ 380,001
Unregulated energy 64,031 63,937 63,636
Construction work in progress 3,770 3,564 2,233
--------- --------- ---------
464,871 455,407 445,870
Less-Allowance for depreciation 143,973 133,314 130,445
--------- --------- ---------
320,898 322,093 315,425
--------- --------- ---------
Investments, at equity 10,482 5,743 5,761
--------- --------- ---------
Current Assets:
Cash and cash equivalents 31,226 3,042 18,003
Accounts and notes receivable 42,844 31,504 30,203
Allowance for doubtful accounts (6,048) (4,590) (5,604)
Accrued utility revenue 4,253 5,093 2,595
Inventories 8,782 14,511 10,973
Prepaid expenses 3,814 6,095 2,209
--------- --------- ---------
84,871 55,655 58,379
--------- --------- ---------
Deferred Charges and Other Assets:
Unrecovered future taxes 48,641 51,634 53,018
Recoverable transition costs 3,315 4,636 5,128
Other assets 21,262 25,278 29,919
--------- --------- ---------
73,218 81,548 88,065
--------- --------- ---------
$ 489,469 $ 465,039 $ 467,630
========= ========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED BALANCE SHEETS (Concluded)
(Thousands of Dollars)
<S> <C> <C> <C>
June 30, Sept. 30, June 30,
CAPITALIZATION AND LIABILITIES 1996 1995 1995
------------------------------ --------- --------- ---------
Capitalization:
Common Stock $ 33,233 $ 31,045 $ 31,045
Capital in excess of par value 87,489 74,018 74,018
Retained Earnings 55,587 45,522 50,577
--------- --------- ---------
176,309 150,585 155,640
Unearned compensation -
Restricted stock awards (240) (371) (337)
Treasury stock (129) (103) (103)
--------- --------- ---------
Common stock equity 175,940 150,111 155,200
Preferred stock, not subject to
mandatory redemption 902 904 906
Long-term debt 149,205 150,390 153,119
--------- --------- ---------
326,047 301,405 309,225
--------- --------- ---------
Notes Payable Under Revolving Credit
Agreements - - 1,000
--------- --------- ---------
Current Liabilities:
Current portion of long-term debt 3,924 3,921 3,886
Notes payable and commercial paper - 4,200 -
Accounts payable and accrued expenses 35,887 46,341 37,595
Refundable purchased gas costs 16,546 2,300 8,741
Accrued liabilities 1,374 6,539 1,864
--------- --------- ---------
57,731 63,301 52,086
--------- --------- ---------
Deferred Credits:
Deferred income taxes 46,018 37,985 41,539
Unfunded deferred income taxes 48,641 51,634 53,018
Investment tax credits 3,258 3,423 3,479
Refundable taxes 3,501 3,365 3,367
Accrued transition costs - - 128
Other 4,273 3,926 3,788
--------- --------- ---------
105,691 100,333 105,319
--------- --------- ---------
$ 489,469 $ 465,039 $ 467,630
========= ========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of dollars except for per share data)
Three Months Ended
June 30,
-----------------------------
<S> <C> <C>
1996 1995
---------- ----------
Operating Revenues $ 53,954 $ 50,147
Less: Cost of Energy 27,778 26,191
State Gross Receipts Tax 1,863 1,681
---------- ----------
Operating Margin 24,313 22,275
---------- ----------
Other Operating Expenses:
Operations & maintenance expenses 15,077 13,297
Depreciation 4,497 4,324
Income taxes 511 65
Other taxes 1,821 1,799
---------- ----------
21,906 19,485
---------- ----------
Operating Income 2,407 2,790
---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 28 13
Equity in partnership earnings 543 298
Other income (deductions) 324 165
Income Taxes (318) (222)
---------- ----------
577 254
---------- ----------
Interest and Debt Expense 3,546 3,669
---------- ----------
Net Loss (562) (625)
Less-Dividends on Preferred Stock 16 15
---------- ----------
Net Loss Applicable to Common Stock $ (578) $ (640)
========== ==========
Loss Per Average Share of
Common Stock $ (0.06) $ (0.06)
========== ==========
Dividends Per Share of Common Stock $ 0.38 $ 0.37
========== ==========
Average Common Shares Outstanding
During the Period 10,092,017 9,931,279
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION "UNAUDITED"
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of dollars except for per share data)
Nine Months Ended
June 30,
-----------------------------
<S> <C> <C>
1996 1995
---------- ----------
Operating Revenues $ 275,022 $ 232,218
Less: Cost of Energy 150,163 124,647
State Gross Receipts Tax 10,507 9,121
---------- ----------
Operating Margin 114,352 98,450
---------- ----------
Operating Expenses:
Operations & maintenance expenses 44,390 39,146
Depreciation 13,296 12,825
Income taxes 19,972 12,147
Other taxes 5,687 5,507
---------- ----------
83,345 69,625
---------- ----------
Operating Income 31,007 28,825
---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 111 76
Equity in partnership earnings 1,227 832
Other deductions 88 (343)
Income Taxes (556) (355)
---------- ----------
870 210
---------- ----------
Interest and Debt Expense 10,377 10,652
---------- ----------
Net Income 21,500 18,383
Less-Dividends on Preferred Stock 47 46
---------- ----------
Net Income Applicable to Common Stock $ 21,453 $ 18,337
========== ==========
Income Per Average Share of
Common Stock $ 2.15 $ 1.85
========== ==========
Dividends Per Share of Common Stock $ 1.12 $ 1.11
========== ==========
Average Common Shares Outstanding
During the Period 9,984,610 9,925,531
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION "UNAUDITED"
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of dollars except for per share data)
Twelve Months Ended
June 30,
-----------------------------
<S> <C> <C>
1996 1995
---------- ----------
Operating Revenues $ 317,989 $ 270,172
Less: Cost of Energy 173,281 143,428
State Gross Receipts Tax 12,682 10,658
---------- ----------
Operating Margin 132,026 116,086
---------- ----------
Operating Expenses:
Operations & maintenance expenses 58,471 52,752
Depreciation 17,448 16,894
Income taxes 17,255 10,000
Other taxes 7,511 7,321
---------- ----------
100,685 86,967
---------- ----------
Operating Income 31,341 29,119
---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 141 62
Equity in partnership earnings 1,427 1,064
Other deductions (441) (373)
Nonrecurring items 3,624 -
Income Taxes (2,040) (547)
---------- ----------
2,711 206
---------- ----------
Interest and Debt Expense 13,916 14,047
---------- ----------
Net Income 20,136 15,278
Less-Dividends on Preferred Stock 63 63
---------- ----------
Net Income Applicable to Common Stock $ 20,073 $ 15,215
========== ==========
Income Per Average Share of
Common Stock $ 2.01 $ 1.55
========== ==========
Dividends Per Share of Common Stock $ 1.49 $ 1.48
========== ==========
Average Common Shares Outstanding
During the Period 9,971,204 9,828,124
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
Three Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Cash Flows from Operations $ 8,449 $ 14,412
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (4,386) (6,289)
Other investing activities (5,442) 256
-------- --------
Net cash used in investing activities (9,828) (6,033)
-------- --------
Cash Flows from Financing Activities:
Dividends paid (4,055) (3,690)
Issuance of common stock 15,659 -
Principal retired on long-term debt (166) (163)
-------- --------
Net cash provided/(used) by
financing activities 11,438 (3,853)
-------- --------
Increase in Cash and
Cash Equivalents 10,059 4,526
Cash and Cash Equivalents at
Beginning of Period 21,167 13,477
-------- --------
Cash and Cash Equivalents at
End of Period $ 31,226 $ 18,003
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
(Thousands of Dollars)
Three Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Schedule Reconciling Earnings to
Cash Flows from Operations:
Income $ (562) $ (625)
-------- --------
Adjustments to reconcile income
to net cash:
Depreciation and amortization 4,641 4,502
Deferred income taxes, net (1,085) (2,654)
Equity in partnership earnings (543) (298)
Cash distributions received from
investments 971 -
Change in assets and liabilities:
Accounts receivable 21,863 20,919
Accrued utility revenue 11,934 8,909
Inventories (6,095) (2,302)
Purchased gas costs (6,391) (3,628)
Prepaid expenses (745) 1,241
Accounts payable and accrued expenses (17,734) (9,495)
Other assets/liabilities 2,195 (2,157)
-------- --------
Total adjustments 9,011 15,037
-------- --------
Cash flows from operations $ 8,449 $ 14,412
======== ========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Period for:
Interest (net of amount capitalized) $ 3,960 $ 4,033
======== ========
Income taxes $ 7,600 $ 5,421
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
Nine Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Cash Flows from Operations $ 46,288 $ 54,307
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (12,285) (16,216)
Other investing activities (4,659) (248)
-------- --------
Net cash used in investing activities (16,944) (16,464)
-------- --------
Cash Flows from Financing Activities:
Dividends paid (11,435) (11,070)
Issuance of common stock 15,659 8,474
Other stock activity, net (2) 109
Principal retired on long-term debt (1,182) (979)
Short-term debt (4,200) (17,500)
-------- --------
Net cash used by
financing activities (1,160) (20,966)
-------- --------
Increase in Cash and
Cash Equivalents 28,184 16,877
Cash and Cash Equivalents at
Beginning of Period 3,042 1,126
-------- --------
Cash and Cash Equivalents at
End of Period $ 31,226 $ 18,003
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
(Thousands of Dollars)
Nine Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Schedule Reconciling Earnings to
Cash Flows from Operations:
Income $ 21,500 $ 18,383
-------- --------
Adjustments to reconcile income
to net cash:
Depreciation and amortization 13,703 12,980
Deferred income taxes, net 8,004 4,510
Equity in partnership earnings (1,227) (832)
Cash distributions received from
investments 1,331 168
Change in assets and liabilities:
Accounts receivable (9,138) (223)
Accrued utility revenue 840 1,119
Inventories 5,729 7,353
Purchased gas costs 14,246 12,510
Prepaid expenses 2,281 7,898
Accounts payable and accrued expenses (14,298) (6,226)
Other assets/liabilities 3,317 (3,333)
-------- --------
Total adjustments 24,788 35,924
-------- --------
Cash flows from operations $ 46,288 $ 54,307
======== ========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Period for:
Interest (net of amount capitalized) $ 10,192 $ 10,346
======== ========
Income taxes $ 14,520 $ 7,667
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
Twelve Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Cash Flows from Operations $ 45,284 $ 56,706
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (22,908) (29,380)
Other investing activities (4,806) (1,027)
-------- --------
Net cash used in investing activities (27,714) (30,407)
-------- --------
Cash Flows from Financing Activities:
Dividends paid (15,126) (14,617)
Issuance of common stock 15,659 8,474
Other stock activity, net (4) 52
Issuance of long-term debt - 20,000
Principal retired on long-term debt (3,876) (3,498)
Short-term debt (1,000) (19,800)
-------- --------
Net cash used by
financing activities (4,347) (9,389)
-------- --------
Increase in Cash and
Cash Equivalents 13,223 16,910
Cash and Cash Equivalents at
Beginning of Period 18,003 1,093
-------- --------
Cash and Cash Equivalents at
End of Period $ 31,226 $ 18,003
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
(Thousands of Dollars)
Twelve Months Ended
June 30,
----------------------
<S> <C> <C>
1996 1995
---- ----
Schedule Reconciling Earnings to
Cash Flows from Operations:
Income $ 20,136 $ 15,278
-------- --------
Adjustments to reconcile income
to net cash:
Depreciation and amortization 17,939 17,386
Deferred income taxes, net 4,391 4,643
Equity in partnership earnings (1,427) (1,064)
Cash distributions received from
investments 1,499 408
Change in assets and liabilities:
Accounts receivable (9,600) 13,323
Accrued utility revenue (1,658) 73
Inventories 2,191 5,016
Purchased gas costs 7,805 (1,261)
Prepaid expenses (1,605) (108)
Accounts payable and accrued expenses (513) 666
Other assets/liabilities 6,126 2,346
-------- --------
Total adjustments 25,148 41,428
-------- --------
Cash flows from operations $ 45,284 $ 56,706
======== ========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Period for:
Interest (net of amount capitalized) $ 12,293 $ 12,108
======== ========
Income taxes $ 15,820 $ 9,316
======== ========
</TABLE>
<PAGE>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(Thousands of Dollars)
(1) Investment in Iroquois
In April, 1996 the Company acquired an additional 2.47% ownership
interest in the Iroquois Gas Transmission System Partnership
("Iroquois") for an investment of approximately $5,200 with funds from
working capital. The Company's total share of Iroquois, which is held
by the Company's subsidiary, ENI Transmission Company, is now 4.87%.
As a result of this increase in ownership interest, the Company's
guarantee of a letter of credit for Iroquois is also 4.87%, equivalent
to approximately $1,658 at June 30, 1996.
In May, 1996, Iroquois reached a settlement with State of New York and
Federal authorities regarding certain environmental allegations
asserted by them. The Company had previously provided for its share of
the $24,000 settlement.
(2) Common Stock
In June, 1996 the Company sold 700,000 shares of its $3.125 Par Common
Stock at $23.25 per share. The net proceeds of approximately $15,600
were added to working capital and will be used to fund the current
year's construction program of the Company's regulated operations
and for their general operations.
(3) Reclassifications
Certain prior year amounts have been reclassified to conform with
current year classifications.
<PAGE>
"UNAUDITED"
CONNECTICUT NATURAL GAS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
JUNE 30, 1996
(Thousands of Dollars Except Per Share Amounts)
RESULTS OF OPERATIONS
The Company recorded a net loss of $.06 per share in the third quarter of
both fiscal 1996 and 1995. Nine and twelve months ended June, 1996 earnings
per share were $2.15 and $2.01, respectively as compared to $1.85 and $1.55,
respectively, for fiscal, 1995. Earnings recorded for the twelve months
ended June 30, 1996 include two nonrecurring items: a gain of $.24 per
share from a negotiated settlement for the termination of a steam supply
contract; and a charge of $(.05) per share in connection with legal matters
related to the Company's interest in the Iroquois Gas Transmission System
partnership ("Iroquois"). Without the effect of these two items, earnings
per share for this period would be $1.82.
A significantly colder winter and an increase in natural gas rates granted
to the Company by the Connecticut Department of Public Utility Control (the
"DPUC"), effective in October, 1995, are the primary reasons for the higher
earnings recorded in the nine and twelve months ended June 30, 1996 when
compared to the same periods of fiscal, 1995. The quarter ended June 30 is
a period of transition in the Company's operations from the end of the
winter heating season in April to the beginning of the summer cooling season
in May, and frequently shows a net loss.
Operating Margin
The following table presents the changes in revenues, gas operating margin
and gas throughput for all periods presented in the statements of income:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Twelve Months Ended
June 30, June 30, June 30,
<S> <C> <C> <C> <C> <C> <C>
1996 1995 1996 1995 1996 1995
-------- -------- -------- -------- -------- --------
Gas Revenues $ 48,860 $ 45,395 $258,716 $217,433 $295,289 $248,387
======== ======== ======== ======== ======== ========
Gas Operating Margin $ 21,111 $ 19,637 $103,498 $ 89,562 $117,203 $103,654
======== ======== ======== ======== ======== ========
Gas Throughput (mmcf)
Firm Sales 3,633 3,228 22,210 19,426 24,144 21,371
Interruptible Sales 1,694 1,734 6,548 7,020 8,083 8,311
Off-System Sales 3,376 4,598 8,564 9,523 15,306 12,190
Transportation
Services 1,063 1,923 3,210 5,888 5,018 7,882
------ ------ ------ ------ ------ ------
Total System
Throughput 9,766 11,483 40,532 41,857 52,551 49,754
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE>
Gas operating margin is equal to gas revenues less the cost of gas and
Connecticut gross revenues tax. Gas margin is higher in all periods ended
June 30, 1996, as compared to 1995. The two principal factors behind this
increase in gas operating margin are new, higher gas rates allowed by the
DPUC beginning in the first quarter of fiscal, 1996, and the significantly
colder winter heating season weather experienced in the Company's service
area in fiscal, 1996. The higher volumes of gas sold to firm customers
during this time augmented the effect of the higher gas rates. These
benefits were somewhat offset by fewer sales to interruptible customers,
lower third quarter off-system sales and somewhat lower interruptible
margins because of higher gas costs associated with these sales.
Operations and Maintenance Expenses
The October, 1995, rate decision issued by the DPUC allowed the Company to
begin to amortize expenses that had been previously deferred pending the
outcome of the rate proceedings. Because of these additional amortizations
and increases in a few other specific items, higher operations and
maintenance expenses have been recorded in fiscal, 1996. Increases have
been in the categories of wages and salaries, pension costs, insurance-
related costs, employee benefits, regulatory commission and rate proceedings
expenses and outside purchased services. The colder fiscal, 1996 winter has
also resulted in increased bad debt accruals.
Income Taxes
Income taxes are higher in all periods of fiscal, 1996, primarily because of
the turnaround of flow-through book-tax depreciation differences of older
plant which are causing higher taxable income in these periods. These
higher taxes were included in the determination of the Company's rates from
the last rate decision. Because of these differences, and the lack of other
offsetting tax benefits, the Company's effective tax rate is higher in 1996
than the previous periods. As a result of this higher effective tax rate,
the Company will record higher tax expenses in the winter quarters and
receive a tax benefit in the summer months, thus reducing net income during
the heating season and reducing the net losses normally experienced during
the summer season. Income taxes are also higher in 1996 because of higher
taxable income and the absence of the flow through of cost of removal
benefits recognized during fiscal 1995.
Other Income (Deductions)
Overall, Other Income(Deductions) have contributed more to earnings in
fiscal, 1996 over 1995 in all reported periods. This is a result of
several offsetting factors.
In the three months ended June, 1996, the primary benefits are from higher
interest income from the investment of available cash balances and income
earned by merchandising operations. Lower promotional advertising costs
were also recorded during this time. These benefits are partially offset by
the costs related to terminating the Company's Gas Roots regulated propane
service program, as directed by the DPUC late in fiscal, 1995, and higher
insurance costs.
<PAGE>
Other income (deductions) in the nine months ended June, 1996, as compared
to 1995, has primarily benefited from the reconfiguration of certain
insurance plans. Higher interest income and lower promotional expenses also
contributed to the increase in other income. The costs related to
terminating the Company's Gas Roots regulated propane service program
partially offset these benefits.
Two nonrecurring items were recorded in the twelve months ended June, 1996:
a one-time pretax benefit of $4,124 from the negotiated settlement of a
contract termination agreement with the unregulated operations' principal
steam supplier and a charge of $500 for the Company's share of expenses in
connection with legal matters related to its ownership interest in Iroquois.
(See "Material Changes in Financial Condition," "Investing Activities").
The principal benefit to other income came from the reconfiguration of
certain insurance plans. Earnings from merchandising operations and
lower promotional expenses also contributed to other income. These benefits
were offset by the costs related to terminating the Company's Gas Roots
regulated propane service program and by lower interest income.
Interest and Debt Expense
Interest expense between all comparable periods ended June, 1996 to June,
1995 is relatively unchanged. There have been no new issues of long-term
debt, and only limited seasonal short-term borrowings have been needed in
both years because of available cash from operations, in fiscal, 1996, as a
result of higher collections through the purchased gas adjustment, which
will ultimately be refunded to customers, and available cash on hand for
working capital from issues of Common Stock, in October, 1994 and June,
1996. In fiscal, 1996, the Company has recorded some additional interest
expense related to merchandise receivables and transition costs.
Earnings from Unregulated Operations
Earnings contributed by unregulated operations were $.07, $.21 and $.49 per
share, respectively, for the three, nine and twelve months ended June 30,
1996, compared to $.04, $.21 and $.37 per share for the same periods ended
June 30, 1995. Twelve months ended June, 1996 earnings include $.24 per
share from the settlement related to the termination agreement negotiated
with a supplier of steam in the fourth quarter of fiscal, 1995, and a charge
of $(.05) in connection with contingent legal matters related to the
Company's ownership interest in Iroquois. These legal issues were settled
in May, 1996. (See "Material Changes in Financial Condition," "Investing
Activities").
Unregulated operations recorded lower income in fiscal, 1996 as a result of
reduced chilled water sales for cooling, because of lower building occupancy
levels, higher fixed costs of produced steam, attributed to labor and
equipment maintenance expenses, and initial operating losses related to new
unregulated subsidiaries, ENServe Corporation and ENI Gas Services, Inc.
The benefit of higher sales for steam and hot water heating, generated
because of the colder winter weather, partially offset these negative
impacts to unregulated earnings in the nine and twelve-months ended periods.
<PAGE>
MATERIAL CHANGES IN FINANCIAL CONDITION
Cash flows from operations together with the net proceeds from the June,
1996, and October, 1994, Common Stock issues funded both net investing and
all other financing activities during the three, nine and twelve months
ended June, 1996, and the nine and twelve months ended June, 1995. Cash
flows from operations were sufficient to fund both investing and financing
activities during the three months ended June, 1995.
The higher level of cash and cash equivalents on hand at June 30, 1996, as
compared to 1995, is primarily attributed to the June, 1996 Common Stock
issue. Historically, higher levels of cash and cash equivalents are
experienced in the third quarter of the fiscal year, reflecting the receipt
of customer payments from the end of the winter heating season concurrent
with the lowest point for outgoing cash requirements at the end of the
heating season, for gas inventories, and the beginning of the construction
season, for capital expenditures. Lower fiscal, 1996 levels of cash from
operations are attributed to lower quarter ended June, 1996 operating
margins. The nine and twelve months ended June, 1996 also reflect the
receipt of the balance of the settlement amount due from the termination of
the steam supply contract with the unregulated operations' principal steam
supplier.
Investing Activities
In April, 1996 the Company acquired an additional 2.47% ownership interest
in Iroquois for an investment of approximately $5,200 with funds from
working capital. The Company's total share of Iroquois, which is held by
the Company's wholly-owned subsidiary ENI Transmission Company, is now
4.87%. As a result of this increase in ownership interest, the Company's
guarantee of a letter of credit for Iroquois has also increased to 4.87%,
equivalent to approximately $1,658 at June 30, 1996.
In May, 1996, Iroquois reached a settlement with State of New York and
Federal authorities regarding certain environmental allegations asserted by
them. The Company had previously provided for its share of the $24,000
settlement.
Financing Activities
In June, 1996 the Company sold 700,000 shares of its $3.125 Par Common Stock
at $23.25 per share. The net proceeds of approximately $15,600 were added
to working capital and will be used to fund the current year's construction
program of the Company's regulated gas operations and for their general
operations.
Other Taxes
The Company has been informed that a State of Connecticut audit of the
Company's 1993 through 1996 Sales Tax returns and a State of New York audit
of the 1992 through 1994 Gross Income Tax returns of the Company's
subsidiary, ENI Transmission Corporation are scheduled to begin in August,
1996. Although the Company cannot predict the outcome of these audits,
management does not believe that the results of these audits will be
significant to its future results of operations or financial condition.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
10(lxxxviii) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 86) dated September 1, 1993, between the
Company and Tennessee Gas Pipeline Company
10(lxxxix) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 1625) dated September 1, 1993, between the
Company and Tennessee Gas Pipeline Company
10(xc) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 2655) dated September 1, 1993, between the
Company and Tennessee Gas Pipeline Company
10(xci) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 5903) dated January 13, 1994, between the
Company and Tennessee Gas Pipeline Company
10(xcii) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 8545) dated November 1, 1994, between the
Company and Tennessee Gas Pipeline Company
10(xciii) Gas Storage Contract (Rate Schedule FS, Service Package
No. 1626) dated December 1, 1994, between the Company and
Tennessee Gas Pipeline Company
10(xciv) Amendment No.1-A to Gas Storage Contract (Rate Schedule
FS, Service Package No. 1626) dated July 1, 1995 between
the Company and Tennessee Gas Pipeline Company
10(xcv) Service Agreement (#N01719, FST Service) dated March 28,
1996 between the Company and National Fuel Gas Supply
Corporation
10(xcvi) Amendment No. 1 to Service Agreement (#N01719, FST
Service) dated April 1, 1996, between the Company and
National Fuel Gas Supply Corporation
10(xcvii) Service Agreement (#O01718, FSS Service) dated March 28,
1996 between the Company and National Fuel Gas Supply
Corporation
10(xcviii) Amendment No. 1 to Service Agreement (#O01718, FSS
Service) dated April 1, 1996, between the Company and
National Fuel Gas Supply Corporation
27 Financial Data Schedule
99(i) Exhibit Index
(b) No reports on Form 8-K were filed during the quarter ending June 30,
1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONNECTICUT NATURAL GAS CORPORATION
Date 07/29/96 By: S/ Andrew H. Johnson
-------------------- -----------------------------------
(Andrew H. Johnson)
Treasurer and Chief Accounting Officer
(On behalf of the registrant and as
Chief Accounting Officer)
<PAGE>
Exhibit 99(i)
Page 1 of 2
CONNECTICUT NATURAL GAS CORPORATION
Quarterly Report on Form 10-Q
Exhibit Index
Quarter Ended June 30, 1996
Document
Item Description Description
------------ ----------- ------------
99(i) Exhibit Index Ex-99.1
10(lxxxviii)Gas Transportation Agreement (FT-A Ex-10.88
Rate Schedule, Service Package No.
86) between the Company and
Tennessee Gas Pipeline Company
10(lxxxix) Gas Transportation Agreement (FT-A Ex-10.89
Rate Schedule, Service Package No.
1625) between the Company and
Tennessee Gas Pipeline Company
10(xc) Gas Transportation Agreement (FT-A Ex-10.90
Rate Schedule, Service Package No.
2655) between the Company and
Tennessee Gas Pipeline Company
10(xci) Gas Transportation Agreement (FT-A Ex-10.91
Rate Schedule, Service Package No.
5903) between the Company and
Tennessee Gas Pipeline Company
10(xcii) Gas Transportation Agreement (FT-A Ex-10.92
Rate Schedule, Service Package No.
8545) between the Company and
Tennessee Gas Pipeline Company
10(xciii) Gas Storage Contract (Rate Schedule Ex-10.93
FS, Service Package No. 1626)
between the Company and Tennessee
Gas Pipeline Company
10(xciv) Amendment No.1-A to Gas Storage Ex-10.94
Contract (Rate Schedule FS, Service
Package No. 1626) between the
Company and Tennessee Gas Pipeline
Company
10(xcv) Service Agreement (#N01719, FST Ex-10.95
Service) between the Company and
National Fuel Gas Supply
Corporation
10(xcvi) Amendment No. 1 to Service Ex-10.96
Agreement (#N01719, FST Service)
between the Company and National
Fuel Gas Supply Corporation
10(xcvii) Service Agreement (#O01718, FSS Ex-10.97
Service) between the Company and
National Fuel Gas Supply
Corporation<PAGE>
Exhibit 99(i)
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
Quarterly Report on Form 10-Q
Exhibit Index (Concluded)
Quarter Ended June 30, 1996
Document
Item Description Description
------------ ----------- ------------
10(xcviii) Amendment No. 1 to Service Ex-10.98
Agreement (#O01718, FSS Service)
between the Company and National
Fuel Gas Supply Corporation
27 Financial Data Schedule Ex-27
<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
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 CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT 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 15,375 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.
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
-1-<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
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.
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.
-2-<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
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
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.
-3-<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
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 31st day of
March, 2005, ("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.
Notwithstanding the above, Shipper retains the right to terminate
this Agreement anytime after March 31, 1995 should the rates for such
service be determined on an "incremental" basis as was the case prior
to February 1, 1992. To the extent pregranted abandonment
authorization under the FERC's regulations applies, Tennessee shall
seek abandonment authorization from the FERC prior to exercising its
unilateral right to terminate the agreement following the expiration
of the primary term.
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.
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, TX 77252-2511
ATTENTION: TRANSPORTATION MARKETING
-4-<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
ATTENTION: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
ATTENTION: JULIA A. SCHIAVI
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.
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.
-5-<PAGE>
SERVICE PACKAGE NO. 86
AMENDMENT NO. 1
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: L. C. Kaestner
---------------------------
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORPORATION
BY: Edna M. Karanian
---------------------------
TITLE: Assistant Vice President
-------------------------
DATE: March 15, 1996
--------------------------
-11-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #1 TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
EFFECTIVE DATE OF AMENDMENT: September 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 86
SERVICE PACKAGE TQ: 15,375 Dth
<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ MINIMUM MAXIMUM
PRESSURE PRESSURE
-----------------------------------------------------------------------------------------------------------------------------
020527 NATIONAL-ROSELAKE NATIONAL FUEL GAS SUPPLY POTTER PA 04 R 300 15,375 15,375 1,200 LBS
070012 CNG-ELLISBURG WITHDRAWAL CNG TRANSMISSION CORP POTTER PA 04 R 300 15,375 15,375 1,200 LBS
<CAPTION>
Total Receipt TQ: 15,375 15,375
<S> <C> <C> <C> <C><C><C> <C> <C> <C>
020205 CONNECTICUT-BLOOMFIELD CONN CONNECTICUT NATURAL GAS CORPHARTFORD CT 06 D 300 15,375 15,375 100 LBS
020217 CONNECTICUT-PUTNAM LAKE CONNCONNECTICUT NATURAL GAS CORPFAIRFIELDCT 06 D 300 10,260 10,260 100 LBS
020453 CONNECTICUT-NORTH BLOOMFIELDCONNECTICUT NATURAL GAS CORPHARTFORD CT 06 D 300 10,260 10,260 100 LBS
<CAPTION>
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 3
<FN>
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
</TABLE>
<PAGE>
SERVICE PACKAGE NO. 1625
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 CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT 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 5,099 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. 1625
AMENDMENT NO. 0
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. 1625
AMENDMENT NO. 0
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
-3-<PAGE>
SERVICE PACKAGE NO. 1625
AMENDMENT NO. 0
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
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
-4-<PAGE>
SERVICE PACKAGE NO. 1625
AMENDMENT NO. 0
the terms and conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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, TX 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: TIM LAPLANT
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.
-5-<PAGE>
SERVICE PACKAGE NO. 1625
AMENDMENT NO. 0
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.
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.
-6-<PAGE>
SERVICE PACKAGE NO. 1625
AMENDMENT NO. 0
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: L. C. Kaestner
---------------------------
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORP
BY: Edna M. Karanian
---------------------------
TITLE: Assistant Vice President
-------------------------
DATE: March 19, 1996
--------------------------
-7-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE: 1625
SERVICE PACKAGE TQ: 5,099 Dth
<S> <C> <C> <C> <C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
----------------------------------------------------------------------------------------------------------------------------
070018 TGP - NORTHERN STORAGE WITHDRA POTTER PA 04 R 300 5,099
020123 CONNECTICUT-GREENWICH CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300 5,099
020129 CONNECTICUT-NEW BRITAIN CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 5,099
020205 CONNECTICUT-BLOOMFIELD CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 5,099
020217 CONNECTICUT-PUTNAM LAKE CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300 5,099
020453 CONNECTICUT-NORTH BLOOMFIELD C CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 3,713
020487 CONNECTICUT-FARMINGTON CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 3,481
<CAPTION>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SERVICE PACKAGE NO. 1625
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
<C> <S> <C> <C><C> <C> <C> <C> <C>
METER AND METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION AND
STORAGE CONTRACTS CONVERTED FROM FIRM SALES CANNOT
ON ANY DAY EXCEED THE FOLLOWING QUANTITIES:
<C> <S> <C> <C><C> <C> <C> <C> <C>
020123 0 CONNECTICUT-GREENWICH CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300 11,286
020129 0 CONNECTICUT-NEW BRITAIN CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 19,494
020205 0 CONNECTICUT-BLOOMFIELD CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 14,364
020217 0 CONNECTICUT-PUTNAM LAKE CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300 15,903
020453 0 CONNECTICUT-NORTH BLOOMFIELD C CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 8,208
020487 0 CONNECTICUT-FARMINGTON CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300 7,695
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION AND
STORAGE CONTRACTS CONVERTED FROM FIRM SALES CANNOT
EXCEED 25,137 DTH/DAY FOR THE FOLLOWING METERS:
<C> <S> <C> <C><C> <C> <C> <C> <C>
020123 0 CONNECTICUT-GREENWICH CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300
020217 0 CONNECTICUT-PUTNAM LAKE CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION AND
STORAGE CONTRACTS CONVERTED FROM FIRM SALES CANNOT
EXCEED 27,189 DTH/DAY FOR THE FOLLOWING METERS:
<C> <S> <C> <C><C> <C> <C>
020205 0 CONNECTICUT-BLOOMFIELD CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300
020453 0 CONNECTICUT-NORTH BLOOMFIELD C CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300
020487 0 CONNECTICUT-FARMINGTON CONN CONNECTICUT NATURAL GAS CORP HARTFORD CT 06 D 300
<CAPTION>
METERS 060018 AND 070018 ARE FOR NOMINATION PURPOSES ONLY AND DO NOT
DENOTE CAPACITY AT THESE SPECIFIC POINTS:
</TABLE>
<PAGE>
SERVICE PACKAGE NO. 2655
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 CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT 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 1,149 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. 2655
AMENDMENT NO. 0
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. 2655
AMENDMENT NO. 0
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
-3-<PAGE>
SERVICE PACKAGE NO. 2655
AMENDMENT NO. 0
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
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
-4-<PAGE>
SERVICE PACKAGE NO. 2655
AMENDMENT NO. 0
the terms and conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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, TX 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: EDNA KARANIAN
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: TIM LAPLANT
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.
-5-<PAGE>
SERVICE PACKAGE NO. 2655
AMENDMENT NO. 0
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.
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.
-6-<PAGE>
SERVICE PACKAGE NO. 2655
AMENDMENT NO. 0
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: L. C. Kaestner
--------------------------
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORP
BY: Edna M. Karanian
---------------------------
TITLE: Assistant Vice President
-------------------------
DATE: March 19, 1996
-------------------------
-7-<PAGE>
<TABLE>
<CAPTION>
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
CONNECTICUT NATURAL GAS CORP
CONNECTICUT NATURAL GAS CORP
EFFECTIVE DATE OF AMENDMENT: September 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2655
SERVICE PACKAGE TQ: 1,149 Dth
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
-----------------------------------------------------------------------------------------------------------------------------
000807 SAMEDAN-BRAZOS BLK A-52 C OFFSHORE-FEDERA OT 00 R 100 116
001366 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA 01 R 800 73
010173 VALERO-SUN PLANT DEHYD STARR TX 00 R 100 251
010570 TRANSCO - SECOND BAYOU DEHYD TRANSCONTINENTAL GAS PIPE LINE CAMERON LA 01 R 800 168
011294 CHEVRON-SOUTH PASS BLK 77 A CHEVRON USA INC OFFSHORE-FEDERA OL 01 R 500 285
011380 VASTAR-MISS CANYON BLK 148 A VASTAR GAS MARKETING, INC. OFFSHORE-FEDERA OL 01 R 500 68
012100 LONE - KATY EXCHANGE LONE STAR GAS COMPANY WALLER TX 00 R 100 35
012194 SAMEDAN - SOUTH PASS 83A OFFSHORE-FEDERA OL 01 R 500 153
<CAPTION>
Total Receipt TQ: 1,149
<C> <S> <C> <C> <C> <C> <C> <C> <C> <<c>
020072 NATIONAL-LAMONT PA ELK PA 04 D 300 601 400 LBS
020069 NATIONAL-MERCER PA NATIONAL FUEL GAS SUPPLY CORP MERCER PA 04 D 200 1,149 400 LBS
020071 NATIONAL-PETTIS PA NATIONAL FUEL GAS SUPPLY CORP CRAWFORD PA 04 D 200 1,149 400 LBS
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 501 400 LBS
020075 NATIONAL-WATTSBURG PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 448 400 LBS
020200 NATIONAL-UNION CITY PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 448 200 LBS
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 D 300 167 200 LBS
020314 NATIONAL-COCHRANTON PA NATIONAL FUEL GAS SUPPLY CORP CRAWFORD PA 04 D 200 1,149 400 LBS
020390 NATIONAL-TOWNVILLE PA NATIONAL FUEL GAS SUPPLY CORP CRAWFORD PA 04 D 200 1,149 400 LBS
020496 NATIONAL-SHARON PA NATIONAL FUEL GAS SUPPLY CORP MERCER PA 04 D 087 1,149 400 LBS
020527 NATIONAL-ROSE LAKE PA NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 334 400 LBS
020730 NATIONAL - CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 D 300 601 400 LBS
020767 NATIONAL - CAMP PERRY SALES NATIONAL FUEL GAS SUPPLY CORP MERCER PA 04 D 200 1,149 400 LBS
<PAGE>
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
----------------------------------------------------------------------------------------------------------------
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 501 400 LBS
<CAPTION>
Total Delivery TQ: 10,495
NUMBER OF RECEIPT POINTS: 8
NUMBER OF DELIVERY POINTS: 14
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS
CANNOT ON ANY DAY EXCEED 448 DTH.
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020075 NATIONAL-WATTSBURG PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 448
020200 NATIONAL-UNION CITY PA NATIONAL FUEL GAS SUPPLY CORP ERIE PA 04 D 200 448
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 D 300 167
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS
CANNOT ON ANY DAY EXCEED 768 DTH.
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020072 NATIONAL-LAMONT PA ELK PA 04 D 300 601
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 501
020301 NATIONAL-RUSSELL CITY PA NATIONAL FUEL GAS SUPPLY CORP ELK PA 04 D 300 167
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 334
020730 NATIONAL-CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 D 300 601
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 501
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS
CANNOT ON ANY DAY EXCEED 601 DTH.
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020072 NATIONAL-LAMONT PA ELK PA 04 D 300 601
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 501
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 334
020730 NATIONAL-CRANBERRY SMS NATIONAL FUEL GAS SUPPLY CORP VENANGO PA 04 D 300 601
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 501
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS
CANNOT ON ANY DAY EXCEED 501 DTH.
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020074 NATIONAL-COUDERSPORT PA POTTER PA 04 D 300 501
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 334
060001 TGT-HEBRON STORAGE INJ NATIONAL FUEL GAS SUPPLY CORP POTTER PA 04 D 300 501
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR THE FOLLOWING METERS
CANNOT ON ANY DAY EXCEED 334 DTH.
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020527 NATIONAL-ROSE LAKE PA POTTER PA 04 D 300 334
<FN>
Note: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
</TABLE>
<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 13th day of January,
1994, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT 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 13,170 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. 5903
AMENDMENT NO. 0
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.
-2-<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
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.
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.
-3-<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
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 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.
-4-<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
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 13th day of January,
1994, and shall remain in force and effect until the 31st day of
January, 1994.
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.
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: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: PATRICIA HATCH
-5-<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
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.
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.
-6-<PAGE>
SERVICE PACKAGE NO. 5903
AMENDMENT NO. 0
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: L. C. Kaestner
---------------------------
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORP
BY: Edna M. Karanian
-----------------------------
TITLE: Assistant Vice President
--------------------------
DATE: March 19, 1996
--------------------------
-7-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED January 13, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
CONNECTICUT NATURAL GAS CORP
EFFECTIVE DATE OF AMENDMENT: January 13, 1994
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 5903
SERVICE PACKAGE TQ: 13,170 Dth
<C> <S> <C> <C> <C><C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
-------------------------------------------------------------------------------------------------------------
020285 ALGONQUIN-MENDON MASS TIEOVER ALGONQUIN GAS TRANSMISSION CO WORCESTER MA 06 R 200 1,170
<CAPTION>
Total Receipt TQ: 1,170
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
020109 COMMONWEALTH-WORCESTER MASS COMMONWEALTH GAS CO WORCESTER MA 06 D 200 1,170 1,170
<CAPTION>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 1
<FN>
Note: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
</TABLE>
<PAGE>
SERVICE PACKAGE NO. 8545
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 November,
1994, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT 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 5,000 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. 8545
AMENDMENT NO. 0
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
-2-<PAGE>
SERVICE PACKAGE NO. 8545
AMENDMENT NO. 0
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.
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.
-3-<PAGE>
SERVICE PACKAGE NO. 8545
AMENDMENT NO. 0
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
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.
-4-<PAGE>
SERVICE PACKAGE NO. 8545
AMENDMENT NO. 0
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 November,
1994, and shall remain in force and effect until the 31st day of
March, 1995.
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.
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: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: PATRICIA HATCH
-5-<PAGE>
SERVICE PACKAGE NO. 8545
AMENDMENT NO. 0
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.
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.
-6-<PAGE>
SERVICE PACKAGE NO. 8545
AMENDMENT NO. 0
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: L. C. Kaestner
----------------------------
Agent and Attorney-in-Fact
DATE: April 11, 1996
--------------------------
CONNECTICUT NATURAL GAS CORP
BY: Edna M. Karanian
---------------------------
TITLE: Assistant Vice President
-------------------------
DATE: March 19, 1996
-------------------------
-7-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED November 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
CONNECTICUT NATURAL GAS CORP
EFFECTIVE DATE OF AMENDMENT: November 1, 1994
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 8545
SERVICE PACKAGE TQ: 5,000 Dth
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
---------------------------------------------------------------------------------------------------------------
020785 STATION 32 POOLING POINT JASPER TX 00 R 100 5,000 5,000
<CAPTION>
Total Receipt TQ: 5,000 5,000
<C> <S> <C> <C> <C><C> <C> <C> <C> <C>
060018 TGP - NORTHERN STORAGE INJECTI POTTER PA 04 D 300 5,000 5,000
<CAPTION>
Total Delivery TQ: 5,000 5,000
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
<FN>
Note: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
</TABLE>
<PAGE>
SERVICE PACKAGE NO. 1626
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 CONNECTICUT NATURAL GAS CORP, a CONNECTICUT 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 4,067 dekatherms (Dth) and
Maximum Storage Quantity (MSQ) of 610,003 (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 13,826 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 8,574 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
5,099 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.
3. Shipper agrees that Transporter shall have the unilateral right to file
-1-<PAGE>
SERVICE PACKAGE NO. 1626
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:
-2-<PAGE>
SERVICE PACKAGE NO. 1626
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: John P. Rudiak
-3-<PAGE>
SERVICE PACKAGE NO. 1626
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: Patricia Hatch
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.
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(R) 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 following Agreement(s)
between the Parties hereto:
-4-<PAGE>
SERVICE PACKAGE NO. 1626
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed by their authorized agents.
TENNESSEE GAS PIPELINE COMPANY
BY: L. C. Kaestner
--------------------------
Agent and Attorney-in-fact
DATE: April 11, 1996
------------------------
CONNECTICUT NATURAL GAS CORP
BY: Edna M. Karanian
----------------------------
TITLE: Assistant Vice President
-------------------------
DATE: March 19, 1996
--------------------------
-5-<PAGE>
<TABLE>
<CAPTION>
GAS STORAGE SERVICE AGREEMENT
EXHIBIT "A"
TO FIRM GAS STORAGE SERVICE AGREEMENT
DATED DECEMBER 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE MSQ: 610,003 Dth
MAXIMUM DAILY WITHDRAWAL QUANTITY: 4,067 Dth
MAXIMUM DAILY WITHDRAWAL QUANTITY (MDWQ):
<S> <C> <C>
STORAGE BALANCE STORAGE BALANCE MAXIMUM DAILY WITHDRAWAL
FROM DTH TO DTH QUANTITY DTH
183,002 610,003 13,826 Ratchet 0
122,002 183,001 8,574 Ratchet 1
0 122,001 5,099 Ratchet 2
<CAPTION>
SERVICE POINT: Compressor Station 313
INJECTION METER: 060018 TGP-NORTHERN STORAGE INJECTION
WITHDRAWAL METER: 070018 TGP-NORTHERN STORAGE WITHDRAWAL
<C> <S> <C> <C><C> <C> <C> <C> <C> <C>
STORAGE STORAGE MDIQ
METER METER NAME COUNTY ST ZONE I/W LEG BALANCE FROM BALANCE TO MDWQ
060018 TGP-NORTHERN STORAGE INJECTION POTTER PA 04 I 300 4,067
070018 TGP-NORTHERN STORAGE WITHDRAWAL POTTER PA 04 W 300 183,002 610,003 13,826 Ratchet 0
122,002 183,001 8,574 Ratchet 1
0 122,001 5,099 Ratchet 2
</TABLE>
-6-<PAGE>
August 9, 1995
Mr. John Rudiak
Connecticut Natural Gas Corporation
100 Columbus Boulevard; P.O. Box 1500
Hartford, Connecticut 06144-1500
Re: Amendment No.1-A to Gas Storage
Contract Dated December 1, 1994
Service Package No.1626
Dear John:
TENNESSEE GAS PIPELINE COMPANY and CONNECTICUT NATURAL GAS CORP (CNG) agree
to amend the above referenced gas storage contract effective July 1, 1995,
to increase the Maximum Daily Withdrawal Quantity (MDWQ) when Shipper's
storage balance is equal to or less than 30% of the Maximum Storage
Quantity (MSQ) and 20% of the MSQ, respectively, as reflected in the
attached Exhibit A-1 and as described below.
The parties agree to amend Article I of the subject gas storage contract as
follows:
Following the commencement of services 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 4,067 dekatherms (Dth) and
Maximum Storage Quantity (MSQ) of 610,003 (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 13,826 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 8,687 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
5,212 Dth. For demand charge purposes, the MDWQ for balances greater than
30% of the MSQ shall be used.
Except as amended herein, all terms and provisions of the above referenced
gas storage contract shall remain in full force and effect as written.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention both originals
of this letter. Upon Tennessee's execution, an original will be forwarded
to you for your files.
<PAGE>
August 9, 1995
CONNECTICUT NATURAL GAS CORP
Page 2
Contract number: 1626
Amendment number: 1-A
Amendment effective date: July 1, 1995
Should you have any questions, please do not hesitate to contact me at
(713) 757-2828.
Sincerely,
Alan Cook
Account Manager
ACCEPTED AND AGREED TO
This ___ day of ________, 19__.
TENNESSEE GAS PIPELINE COMPANY
By: L. C. Kaestner
------------------------------
Title: Agent and Attorney in Fact
Date: April 11, 1996
ACCEPTED AND AGREED TO
This ___ Day of _________, 19__.
CONNECTICUT NATURAL GAS CORP
By: Edna M. Karanian
------------------------------
Title: Assistant Vice President
---------------------------
Date: March 19, 1996
----------------------------
<PAGE>
<TABLE>
<CAPTION>
GAS STORAGE SERVICE AGREEMENT
EXHIBIT "A-1"
SHOWING REQUESTED CHANGES
AMENDMENT #1-A TO GAS STORAGE CONTRACT
DATED December 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORPORATION
SERVICE PACKAGE MSQ: 610,003 Dth
MAXIMUM DAILY INJECTION QUANTITY: 4,067 Dth
MAXIMUM DAILY WITHDRAWAL QUANTITY (MDWQ):
<S> <C> <C>
STORAGE BALANCE STORAGE BALANCE MAXIMUM DAILY WITHDRAWAL
FROM DTH TO DTH QUANTITY DTH
183,002 610,003 13,826 Ratchet 0
122,002 183,001 8,687 Ratchet 1
0 122,001 5,212 Ratchet 2
<CAPTION>
SERVICE POINT: Compressor Station 313
INJECTION METER: 060018 TGP-NORTHERN STORAGE INJECTION
WITHDRAWAL METER: 070018 TGP-NORTHERN STORAGE WITHDRAWAL
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
STORAGE STORAGE MDIQ
METER METER NAME COUNTY ST ZONE I/W LEG BALANCE FROM BALANCE TO MDWQ
060018 TGP-NORTHERN STORAGE INJECTION POTTER PA 04 I 300 4,067<PAGE>
070018 TGP-NORTHERN STORAGE WITHDRAWAL POTTER PA 04 W 300 183,002 610,003 13,826 Ratchet 0
122,002 183,001 8,687 Ratchet 1
0 122,001 5,212 Ratchet 2
</TABLE>
<PAGE>
SERVICE AGREEMENT #N01719
(FST Service)
AGREEMENT made this 28th day of March, 1996, by and between
NATIONAL FUEL GAS SUPPLY CORPORATION, a Pennsylvania corporation,
hereinafter called "Transporter" and CONNECTICUT NATURAL GAS CORPORATION,
hereinafter called "Shipper."
WHEREAS, Shipper has requested that Transporter transport
natural gas;
and
WHEREAS, Transporter has agreed to provide such transportation
for Shipper subject to the terms and conditions hereof.
WITNESSETH: That, in consideration of the mutual covenants
herein contained, the parties hereto agree that Transporter will transport
for Shipper, on a firm basis, and Shipper will furnish, or cause to be
furnished, to Transporter natural gas for such transportation during the
term hereof, at the prices and on the terms and conditions hereinafter
provided.
ARTICLE I
QUANTITIES
Beginning on the date on which deliveries of gas are commenced
hereunder and thereafter for the remaining term of this Agreement, and
subject to the provisions of Transporter's FST Rate Schedule, Transporter
agrees to transport for Shipper up to the following quantities of natural
gas:
Contract Maximum Daily Injection Transportation Quantity (MDITQ) of 5,669
Dekatherms (Dth)
Contract Maximum Daily Withdrawal Transportation Quantity (MDWTQ) of 8,964
Dekatherms (Dth)
<PAGE>
ARTICLE II
RATE
Unless otherwise mutually agreed in a written amendment to this
Agreement for the service provided by Transporter hereunder, Shipper shall
pay Transporter the maximum rate provided under Rate Schedule FST set forth
in Transporter's effective FERC Gas Tariff. In the event that the
Transporter places on file with the Federal Energy Regulatory Commission
("Commission") another rate schedule which may be applicable to
transportation service rendered hereunder, then Transporter, at its option,
may from and after the effective date of such rate schedule, utilize such
rate schedule in performance of this Agreement. Such a rate schedule(s) or
superseding rate schedule(s) and any revisions thereof which shall be filed
and become effective shall apply to and be a part of this Agreement.
Transporter shall have the right to propose, file and make effective with
the Commission, or other body having jurisdiction, changes and revisions of
any effective rate schedule(s), 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 Shipper.
ARTICLE III
TERM OF AGREEMENT
This Agreement shall be effective as of April 1, 1996 and shall
continue in effect for a primary term ending March 31, 1999, and shall
continue in effect from year to year thereafter until terminated by either
Transporter or Shipper upon not less than 12 months prior written notice to
the other specifying as a termination date the end of such primary term or
any subsequent anniversary thereof.
ARTICLE IV
POINTS OF RECEIPT AND DELIVERY
The primary injection receipt point(s) for all gas that may be
received for Shipper's account for transportation by Transporter for
injection, and the MDITQ applicable to each such point of receipt, shall
be:
See Exhibit A.
The primary injection delivery point(s) for all gas to be
delivered by Transporter for Shipper's account for injection and the MDITQ
applicable to each point of delivery shall be:
<PAGE>
See Exhibit A.
The primary withdrawal receipt point(s) for all gas that may be
received for Shipper's account for transportation by Transporter after
withdrawal and the MDWTQ applicable to each such point of receipt, shall
be:
See Exhibit A.
The primary withdrawal delivery point(s) for all gas to be
delivered by Transporter for Shipper's account after withdrawal and the
MDWTQ applicable to each point of delivery shall be:
See Exhibit A.
ARTICLE V
GAS PRESSURES AT POINTS OF RECEIPT AND DELIVERY
See Exhibit A.
ARTICLE VI
INCORPORATION BY REFERENCE OF TARIFF PROVISIONS
To the extent not inconsistent with the terms and conditions of
this agreement, the provisions of Rate Schedule FST, or any effective
superseding rate schedule or otherwise applicable rate schedule, including
any provisions of the General Terms and Conditions incorporated therein,
and any revisions thereof that may be made effective hereafter are hereby
made applicable to and a part hereof by reference.
ARTICLE VII
MISCELLANEOUS
1. No change, modification or alteration of this Agreement
shall be or become effective until executed in writing by the parties
hereto, and no course of dealing between the parties shall be construed to
alter the terms hereof, except as expressly stated herein.
2. No waiver by any 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 other default or defaults, whether of a
like or of a different character.
<PAGE>
3. Any company which shall succeed by purchase, merger or
consolidation of the gas related 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. Either party may, without relieving itself of its
obligations under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated, but otherwise, no assignment of this
Agreement or of any of the rights or obligations hereunder shall be made
unless there first shall have been obtained the consent thereto in writing
of the other party. Consent shall not be unreasonably withheld.
4. Except as herein otherwise provided, any notice, request,
demand, statement or bill provided for in this Agreement, or any notice
which either party may desire to give the other, shall be in writing and
shall be considered as duly delivered when mailed by registered or
certified mail to the Post Office address of the parties hereto, as the
case may be, as follows:
Transporter: National Fuel Gas Supply Corporation
Gas Supply - Transportation
Room 1200
10 Lafayette Square
Buffalo, New York 14203
Shipper: Connecticut Natural Gas Corporation
P. O. Box 1500
100 Columbus Blvd.
Hartford, CT 01164
ATTN: John Rudiak
or at such other address as either party shall designate by formal written
notice. Routine communications, including monthly statements, shall be
considered as duly delivered when mailed by either registered, certified,
or ordinary mail, electronic communication, or telecommunication.
5. This Agreement and the respective obligations of the
parties hereunder are subject to all present and future valid laws, orders,
rules and regulations of constituted authorities having jurisdiction over
the parties, their functions or gas supply, this Agreement or any provision
hereof. Neither party shall be held in default for failure to perform
hereunder if such failure is due to compliance with laws, orders, rules or
regulations of any such duly constituted authorities.
<PAGE>
6. The subject headings of the articles of this Agreement are
inserted for the purpose of convenient reference and are not intended to be
a part of the Agreement nor considered in any interpretation of the same.
7. 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.
8. The interpretation and performance of this Agreement shall
be in accordance with the laws of the State of New York, without recourse
to the law regarding the conflict of laws.
The parties hereto have caused this Agreement to be signed by
their duly authorized personnel the day and year first above written.
NATIONAL FUEL GAS SUPPLY CORPORATION
(Transporter)
John R. Pustulka
------------------------------------
CONNECTICUT NATURAL GAS CORPORATION
(Shipper)
Edna M. Karanian - Assistant Vice President
-------------------------------------------
Energy Planning and Procurement
-------------------------------------------
<PAGE>
Exhibit A to FST Service Agreement #N01719
Between
National Fuel Gas Supply Corporation (Transporter) and
Connecticut Natural Gas Corporation (Shipper)
<TABLE>
<S> <C> <C>
Primary Injection Receipt Point(s)
----------------------------------
Point MDITQ Pressure
(Dth/day)
Tennessee Gas Pipeline at 5,669 Pressure adequate to
Transporter s Ellisburg enter Transporter s
Station system
Primary Injection Delivery Point(s)
-----------------------------------
Point MDITQ Pressure
(Dth/day)
Transporter s System Storage 5,669* Pressure existing in
for delivery to Shippers Transporter s system
Storage Account
Primary Withdrawal Receipt Point(s)
-----------------------------------
Point MDWTQ Pressure
(Dth/day)
Transporter s System Storage 8,964 Pressure existing in
for receipt from Shippers Transporter s system
Storage Account
Primary Withdrawal Delivery Point(s)
------------------------------------
Point MDWTQ Pressure
(Dth/day)
Tennessee Gas Pipeline at 8,964* Pressure adequate to
Transporter s Ellisburg deliver into Tennessee s
Station System provided that
Transporter shall not be
obligated to deliver gas at
a pressure in excess of
1,000 psig.
<FN>
* Less applicable fuel, loss and company-use retention.
</TABLE>
<PAGE>
Amendment I
Amendment to FST Service Agreement #N01719
between
National Fuel Gas Supply Corporation ( Transporter ) and
Connecticut Natural Gas Corporation ( Shipper )
Effective: April 1, 1996 to March 31, 1999
1. Subject to Section 3 of this Amendment, the following rates will be
applied to all Transportation Service provided within the Quantity Limits
set forth in Article I of this Service Agreement:
Reservation (*)
Gathering amortization surcharge - reservation $0.1579
Commodity $0.0064
(*) The sum of monthly charges for Reservation and Gathering Amortization
Surcharge Reservation will be $0.1579. The monthly Reservation charge will
be the result obtained by subtracting the effective Gathering Amortization
Surcharge from $0.1579.
Applicable surcharges will be added to the rates shown above, except
that Transporter shall discount the GRI surcharge to the extent that it can
do so without decreasing its retained revenues.
2. Transporter shall apply maximum fuel and loss retention, except that
no fuel and loss retention shall be applied to transportation from the
primary withdrawal receipt point.
3. The rates set forth in Section 1 of this Amendment shall be adjusted
for any month during which the service provided pursuant to this FST
Service Agreement (or when capacity under this FST Service Agreement has
been released by Shipper, service agreements with replacement shippers) is
used for purposes other than the injection of gas into or the withdrawal of
gas from Transporter s storage facilities pursuant to the FSS Service
Agreement between Transporter and Shipper ( Other Purposes ). In such
case, the rates to be applied during such month shall be the weighted
average between the rates set forth in Section 1 of this Amendment and the
maximum rates provided under Rate Schedule FST set forth in Transporter s
effective FERC Gas Tariff. The maximum rates shall be weighted by a
percentage obtained by dividing the quantity received for transportation
for Other Purposes by the total quantity received for transportation during
such month. The rates set forth in Section 1 shall be weighted by a
percentage equal to (i) 100% less (ii) the weighting factor applicable to
the maximum rates.
<PAGE>
4. The parties shall keep the terms of this rate amendment confidential
and shall not disclose such terms to any other party, except as required by
applicable law, regulation or legal process.
5. The rates set forth in this amendment shall only apply during the
period commencing April 1, 1996, and ending March 31, 1999. If this
service Agreement continues in effect beyond March 31, 1999, the maximum
rates provided under Rate Schedule FST shall apply, absent a further
agreement between the parties. Upon the request of either party, made no
later than March 1, 1998, the parties shall engage in discussions
concerning the possibility of a further agreement concerning the rates to
be in effect following March 31, 1999.
National Fuel Gas Supply Corporation
By: John R. Pustulka
--------------------------------
Title: Vice President
------------------------------
Connecticut Natural Gas Corporation
By: Edna M. Karanian
--------------------------------
Title: Assistant Vice President of
-----------------------------
Energy Planning & Procurement
-----------------------------
<PAGE>
SERVICE AGREEMENT #O01718
(FSS Service)
AGREEMENT made this 28th day of March, 1996, by and between
National Fuel Gas Supply Corporation, a Pennsylvania corporation,
hereinafter called "Transporter," and Connecticut Natural Gas Corporation,
hereinafter called "Shipper."
WITNESSETH: That in consideration of the mutual covenants
herein contained, the parties hereto agree that Transporter will store
natural gas for Shipper during the term, at the rates and on the terms and
conditions hereinafter provided.
ARTICLE I
QUANTITIES
Beginning on the date on which storage service is commenced
hereunder and thereafter for the remaining term of this Agreement, and
subject to the provisions of Transporter's FSS Rate Schedule, Transporter
agrees to receive, cause to be injected into storage for Shipper's account,
store, withdraw from storage, and deliver to Shipper quantities of natural
gas as follows:
Maximum Storage Quantity (MSQ) of 1,000,000 Dekatherms (Dth)
Maximum Daily Injection Quantity (Contract MDIQ) of 5,556 Dth
Maximum Daily Withdrawal Quantity (Contract MDWQ) of 9,091 Dth
ARTICLE II
RATE
Unless otherwise mutually agreed in a written amendment to this
Agreement, for the service provided by Transporter hereunder, Shipper shall
pay Transporter the maximum rate provided under Rate Schedule FSS set forth
in Transporter's effective FERC Gas Tariff. In the event that the
Transporter places on file with the Federal Energy Regulatory Commission
("Commission") another rate schedule which may be applicable to
transportation service rendered hereunder, then Transporter, at its option,
may from and after the effective date of such rate schedule, utilize such
rate schedule in performance of this Agreement. Such a rate schedule(s) or
superseding rate schedule(s) and any revisions thereof which shall be filed
and become effective shall apply to and be a part of this Agreement.
Transporter shall have the right to propose, file and make effective with
the Commission, or other body having jurisdiction, changes and revisions of
any effective rate schedule(s), 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 Shipper.
<PAGE>
ARTICLE III
TERM OF AGREEMENT
This Agreement shall be effective as of April 1, 1996 and shall
continue in effect for a primary term ending March 31, 1999, and shall
continue in effect from year to year thereafter until terminated by either
Transporter or Shipper upon not less than 12 months prior written notice to
the other specifying as a termination date the end of such primary term or
any subsequent anniversary thereof.
The Injection Period shall be from April 1 to October 31 and the
Withdrawal Period shall be from November 1 to March 31. The Injection and
Withdrawal Periods shall constitute the Storage Period.
ARTICLE IV
RECEIPT AND DELIVERY POINTS
The Point(s) of Receipt for all gas that may be received for
Shipper's account for storage by Transporter shall be the Transporter s
System Storage.
The Point(s) of Delivery for all gas to be delivered by
Transporter for Shipper's account shall be the Transporter s System
Storage.
ARTICLE V
INCORPORATION BY REFERENCE OF TARIFF PROVISIONS
To the extent not inconsistent with the terms and conditions of
this agreement, the provisions of Rate Schedule FSS, or any effective
superseding rate schedule or otherwise applicable rate schedule, including
any provisions of the General Terms and Conditions incorporated therein,
and any revisions thereof that may be made effective hereafter are hereby
made applicable to and a part hereof by reference.
ARTICLE VI
MISCELLANEOUS
1. No change, modification or alteration of this Agreement
shall be or become effective until executed in writing by the parties
hereto, and no course of dealing between the parties shall be construed to
alter the terms hereof, except as expressly stated herein.
<PAGE>
2. No waiver by any 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 other default or defaults, whether of a
like or of a different character.
3. Any company which shall succeed by purchase, merger or
consolidation of the gas related 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. Either party may, without relieving itself of its
obligations under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated, but otherwise, no assignment of this
Agreement or of any of the rights or obligations hereunder shall be made
unless there first shall have been obtained the consent thereto in writing
of the other party. Consent shall not be unreasonably withheld.
4. Except as herein otherwise provided, any notice, request,
demand, statement or bill provided for in this Agreement, or any notice
which either party may desire to give the other, shall be in writing and
shall be considered as duly delivered when mailed by registered or
certified mail to the Post Office address of the parties hereto, as the
case may be, as follows:
Transporter: National Fuel Gas Supply Corporation
Gas Supply - Transportation
Room 1200
10 Lafayette Square
Buffalo, New York 14203
Shipper: Connecticut Natural Gas Corporation
P. O. Box 1500
100 Columbus Blvd.
Hartford, CT 01164
ATTN: John Rudiak
or at such other address as either party shall designate by formal written
notice. Routine communications, including monthly statements, shall be
considered as duly delivered when mailed by either registered, certified,
or ordinary mail, electronic communication, or telecommunication.
5. This Agreement and the respective obligations of the
parties hereunder are subject to all present and future valid laws, orders,
rules and regulations of constituted authorities having jurisdiction over
the parties, their functions or gas supply, this Agreement or any provision
hereof. Neither party shall be held in default for failure to perform
hereunder if such failure is due to compliance with laws, orders, rules or
regulations of any such duly constituted authorities.
6. The subject headings of the articles of this Agreement are
inserted for the purpose of convenient reference and are not intended to be
a part of the Agreement nor considered in any interpretation of the same.
<PAGE>
7. 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.
8. The interpretation and performance of this Agreement shall
be in accordance with the laws of the State of New York, without recourse
to the law regarding the conflict of laws.
The parties hereto have caused this Agreement to be signed by
their duly authorized personnel the day and year first above written.
NATIONAL FUEL GAS SUPPLY CORPORATION
(Transporter)
By: John R. Pustulka
--------------------------------
Title: Vice President
-----------------------------
CONNECTICUT NATURAL GAS CORPORATION
(Shipper)
By: Edna M. Karanian
---------------------------------
Title: Assistant Vice President of
----------------------------
Energy Planning & Procurement
-----------------------------
<PAGE>
Amendment I
Amendment to FSS Service Agreement #O01718
between
National Fuel Gas Supply Corporation ( Transporter ) and
Connecticut Natural Gas Corporation ( Shipper )
Effective: April 1, 1996 to March 31, 1999
1. The following rates will be applied to all Storage Service provided
within the Quantity Limits set forth in Article I of this Service
Agreement:
Capacity Demand $0.0353
Deliverability Demand $2.1556
Injection/Withdrawal Commodity $0.0139
Applicable surcharges will be added to the rates shown above, except
that Transporter shall discount the GRI surcharge to the extent that it can
do so without decreasing its retained revenues. Transporter shall apply
maximum Surface Operating Allowance.
2. The parties shall keep the terms of this rate amendment confidential
and shall not disclose such terms to any other party, except as required by
applicable law, regulation or legal process.
3. The rates set forth in this amendment shall only apply during the
period commencing April 1, 1996, and ending March 31, 1999. If this
service Agreement continues in effect beyond March 31, 1999, the maximum
rates provided under Rate Schedule FSS shall apply, absent a further
agreement between the parties. Upon the request of either party, made no
later than March 1, 1998, the parties shall engage in discussions
concerning the possibility of a further agreement concerning the rates to
be in effect following March 31, 1999.
National Fuel Gas Supply Corporation
By: John R. Pustulka
---------------------------------
Title: Vice President
------------------------------
Connecticut Natural Gas Corporation
By: Edna M. Karanian
---------------------------------
Title: Assistant Vice President
------------------------------
Energy Planning & Procurement
------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE
SHEETS, STATEMENTS OF
INCOME, STATEMENTS OF
CASHFLOWS AND STATEMENTS OF
CAPITALIZATION AND IS
QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 276,035
<OTHER-PROPERTY-AND-INVEST> 55,345
<TOTAL-CURRENT-ASSETS> 84,871
<TOTAL-DEFERRED-CHARGES> 73,218
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 489,469
<COMMON> 32,864
<CAPITAL-SURPLUS-PAID-IN> 87,489
<RETAINED-EARNINGS> 55,587
<TOTAL-COMMON-STOCKHOLDERS-EQ> 175,940
0
902
<LONG-TERM-DEBT-NET> 149,205
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 3,924
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 159,498
<TOT-CAPITALIZATION-AND-LIAB> 489,469
<GROSS-OPERATING-REVENUE> 275,022
<INCOME-TAX-EXPENSE> 20,528
<OTHER-OPERATING-EXPENSES> 223,487
<TOTAL-OPERATING-EXPENSES> 244,015
<OPERATING-INCOME-LOSS> 31,007
<OTHER-INCOME-NET> 870
<INCOME-BEFORE-INTEREST-EXPEN> 31,877
<TOTAL-INTEREST-EXPENSE> 10,377
<NET-INCOME> 21,500
47
<EARNINGS-AVAILABLE-FOR-COMM> 21,453
<COMMON-STOCK-DIVIDENDS> 11,388
<TOTAL-INTEREST-ON-BONDS> 2,388
<CASH-FLOW-OPERATIONS> 46,288
<EPS-PRIMARY> 2.15
<EPS-DILUTED> 2.15
<PAGE>
</TABLE>
