SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
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 0-10007
COLONIAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1558100
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
40 Market Street, Lowell, Massachusetts 01852
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 458-3171
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $3.33 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 1, 1994 was
$189,122,548.
The number of shares of the registrant's common stock
outstanding as of March 1, 1994 was 8,047,768.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to stockholders for the year
ended December 31, 1993 are incorporated by reference into Part
II and Part IV. Portions of the proxy statement for the 1994
annual meeting of stockholders are incorporated by reference into
Part III.
COLONIAL GAS COMPANY
FORM 10-K ANNUAL REPORT - 1993
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote
of Security Holders
PART II
Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary
Data
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure
PART III
Item 10. Directors and Executive Officers of
the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related
Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
PART I
Item 1. Business
THE COMPANY
Colonial Gas Company ("Colonial" or the "Company"), a
Massachusetts corporation formed in 1849, is primarily a
regulated natural gas distribution utility. The Company serves
132,000 utility customers in 24 municipalities located
northwest of Boston and on Cape Cod. Through its
wholly-owned energy trucking subsidiary, Transgas Inc.
("Transgas"), the Company also provides over-the-road
transportation of liquefied natural gas ("LNG"), propane and
other commodities.
The Company's corporate office is located at 40 Market
Street, Lowell, Massachusetts 01852. The telephone number is
(508) 458-3171.
The Company's combined natural gas distribution service
areas in the Merrimack Valley region northwest of Boston and on
Cape Cod cover approximately 622 square miles with a year-round
population of approximately 500,000, which increases by
approximately 350,000 during the summer tourist season on Cape
Cod. The Company is serving approximately 48% of potential
customers in its service areas. Of its 132,000 customers,
approximately 90% are residential accounts. The Company added
4,223 firm customers in 1993. The Company's growth during the
1980's had been based primarily on new residential and commercial
construction in its service areas. More recently, as new
construction in the region has slowed from previous levels, the
Company has actively sought new customers to convert to gas from
other energy sources for their existing homes and businesses. Of
the total number of new customers in 1993, 57% converted from
other fuels.
The Company's 1993 consolidated operating revenues from gas
sales were derived 64% from residential customers, 32% from
commercial and firm industrial customers, 2% from interruptible
industrial customers and 1% from transportation customers. For
the year 1993, the Company sold 19,965 MMcf of gas, of which
12,889 MMcf was sold in the Merrimack Valley area and 7,076 MMcf
in the Cape Cod area. At December 31, 1993, 90% of the Company's
residential customers used gas as their source of heating fuel.
The demand for the products and services furnished by the Company
is to a great extent seasonal, being heaviest in the colder
months.
At December 31, 1993, the Company had 464 full-time and 51
part-time gas employees. Of those employees, 97 are covered by a
collective bargaining agreement with the United Steelworkers of
America which expires in April 1996 and 82 are covered by a separate
collective bargaining agreement with the United Steelworkers of
America which expires in February 1995. In addition, the Company
has 11 full-time and 3 part-time appliance sales employees and
Transgas employs 86 full-time employees. Of those Transgas employees,
59 are covered by a collective bargaining agreement with the
International Brotherhood of Teamsters, which expires in June 1996.
GAS SUPPLY
As of November 1, 1993, all interstate pipelines were
required to implement restructuring programs pursuant to Order
636 of the Federal Energy Regulatory Commission ("FERC"). See
"Regulatory Matters - Federal Regulation" below. Intended to
create a more competitive environment in the natural gas
industry, Order 636 required the pipelines to
unbundle/separate the three components of their former city gate
sales services: supply, transportation and storage. Under this
restructuring program local distribution companies ("LDCs") such
as the Company have been assigned their pro-rata share of the
transportation and storage entitlements which were inherent in
the discontinued sales service. Further, LDCs now negotiate
directly with suppliers for their supply requirements and must
effectively manage their transportation and storage in
conjunction with those supplies. In general, the Company pays
negotiated rates for gas supplies and tariffed rates (approved by
FERC) for transportation and storage services.
The Company has determined that its supply requirements
should be met through a combination of firm purchases, spot
purchases, supply from underground storage, liquefied natural gas
("LNG") and propane.
The following table shows the Company's sources of
firm supply to meet its gas requirements and the actual
components of gas sendout for each of the last three years:
1993 1992 1991
MMcf(a) % MMcf(a) % MMcf(a) %
Firm Gas Sources (b)
Supply purchase contracts (c) 19,731 74 - - - -
Pipeline contracts - - 24,933 81 24,933 81
LNG contracts 3,450 13 3,125 10 3,125 10
Storage inventory at
January 1(d) 3,417 13 2,786 9 2,625 9
Total sources 26,598 100 30,844 100 30,683 100
Gas Sendout
Pipeline:
Firm gas supply 2,620 13 - - - -
Pipeline contracts (e) 7,184 35 8,292 40 5,053 27
Spot purchases 5,178 26 8,341 40 9,604 51
Supplemental:
Underground storage 3,501 17 2,666 13 3,018 16
LNG-as liquid 907 4 564 2 524 3
LNG-as vapor 915 5 1,095 5 462 3
Propane-air 8 - 9 - 13 -
Total sendout 20,313 100 20,967 100 18,674 100
Ratio of firm sources to sendout 1.63 (f) 1.47 1.64
(a) The term "MMcf" means one million cubic feet of vapor
or vapor equivalent.
(b) 1993 reflects the Company's portfolio of firm
sources subsequent to the pipeline unbundling mandated by
FERC Order 636, calculated on an annualized basis.
(c) The Company's total firm pipeline transportation
capacity for 1993 following the unbundling mandated by FERC
Order 636 was 26,239 MMcf. The Company's firm supply purchase
contracts are structured to enable the Company to purchase
volumes equivalent to its total firm pipeline capacity
during the winter or peak season, but less than total firm
pipeline capacity during the off-peak season when customer
demand is less. Accordingly, on an annualized basis, the
total supply purchase contract volume shown is less than
total firm transportation capacity.
(d) The Company's storage inventory is drawn down and
refilled throughout the year depending upon the availability
and price of gas sources and upon the requirements of the
Company's customers. The Company's current level of
underground storage inventory capacity is 4,309 MMcf.
(e) 1993 reflects pipeline contracts prior to implementation
of FERC Order 636.
(f) The Company's ratio of firm sources to sendout for
1993 was determined by adding available transportation
capacity (26,239 MMcf) to LNG contracts (3,450 MMcf) and
storage inventory (3,417 MMcf), and then dividing by total
sendout.
Based upon presently available information concerning its
firm contracts for transportation, storage and supply, and other
supplemental sources, the Company expects to be able to meet the gas
requirements of its firm customers for the foreseeable future.
Additional information concerning the Company's firm sources of gas
transportation, storage and supply for its two service territories
is set forth below.
Merrimack Valley Service Area Sources
The Merrimack Valley service area is directly served by the
Tennessee Gas Pipeline Company ("Tennessee"). The Company has
three separate firm transportation contracts with Tennessee, and
two storage contracts with accompanying transportation contracts.
One of the firm transportation service contracts with
Tennessee is for approximately 25,196 Mcf per day and will be in
effect until November 1, 2000 and year to year thereafter unless
terminated upon twelve months prior written notice. The three
firm supply contracts which utilize this transportation service
provide various levels of supply service up to a total
of 25,196 Mcf per day during the peak period, and have been filed
with the Massachusetts Department of Public Utilities ("DPU") for
its approval. A ruling is expected shortly. See "Regulatory
Matters - Federal Regulation" below.
The second firm transportation service contract with
Tennessee is for approximately 17,300 Mcf per day and will be in
effect until April 1, 2013 and year to year thereafter unless
terminated upon twelve months prior written notice. To meet its
own peak season supply requirements, the Company has a firm
supply contract for the months of November through March which
provides the entire volume associated with this transportation
contract. The firm supply contract will be in effect until
October 31, 2000 and year to year thereafter unless terminated
with twelve months prior written notice. During the off-peak
season the Company expects to utilize its capacity entitlements
under this transportation contract to transport gas on behalf of
an 84 MW cogeneration facility which is independently owned.
The third firm transportation service contract with
Tennessee is utilized in conjunction with the Iroquois Pipeline
System ("Iroquois"). The Company has contracted for approximately
2,000 Mcf per day of capacity on Iroquois and Tennessee for
delivery of the Company's Canadian supplies to the Merrimack
Valley service area. These transportation contracts are in effect
until November 1, 2011 and continue year to year thereafter
unless terminated by twelve months prior written notice.
In addition, contingent upon all necessary regulatory
approvals, the Company has contracted for approximately 4,000 Mcf
of additional Canadian supply, along with associated capacity on
Iroquois and Tennessee. These volumes would be deliverable to
either the Merrimack Valley or Cape Cod service areas on a firm
basis.
The Company has underground storage capacity of
approximately 2,000,000 Mcf of natural gas pursuant to a contract
with Penn-York Energy Corporation. This storage contract is for
service to the Merrimack Valley service area and continues until
March 31, 1995 and from year to year thereafter unless terminated
upon twelve months prior written notice. The gas is transported
from storage to the Merrimack Valley service area by Tennessee
pursuant to a firm transportation contract for up to
approximately 15,691 Mcf per day which continues until March 31,
1995 and from year to year thereafter unless terminated upon
twelve months prior written notice.
The Company has another underground gas storage service
pursuant to separate storage and transportation contracts with
Tennessee. The storage contract provides capacity of
approximately 1,053,898 Mcf of natural gas, and the related
transportation contract is for up to approximately 7,504 Mcf per day.
These contracts continue until November 1, 2000 and from year to
year thereafter unless terminated upon twelve months prior
written notice.
To serve the Merrimack Valley service area, the Company owns
an LNG facility, located in Tewksbury, Massachusetts, which has
liquefaction capacity of approximately 5,000 Mcf of natural gas
per day. LNG can also be delivered by truck for injection into
this facility which has a total storage capacity of approximately
1,000,000 Mcf. In addition, the facility has the capability of
vaporizing and injecting back into the distribution system
approximately 60,000 Mcf per day.
The Company has also contracted for the purchase of LNG that
can be available to both the Merrimack Valley and Cape Cod
service areas. This contract provides for approximately 150,000
Mcf in the 1993-94 winter season with an expiration date of
October 31, 1994. The Company has an option to increase the
quantity of natural gas available under this contract by as much
as one-third during the winter season. In addition, the Company
has a separate contract for the liquefaction of approximately
300,000 Mcf of LNG each year through October 31, 1996.
The Company also owns facilities for the storage of
approximately 158,000 Mcf natural gas equivalent of propane which
can be vaporized, mixed with air and injected into the Merrimack
Valley service area distribution system at a rate of up to
approximately 26,000 Mcf per day. The Company does not normally
enter into long-term contracts for the purchase of propane to
supply either its Merrimack Valley or Cape Cod service areas, and
there are no such contracts currently in effect.
Cape Cod Service Area Sources
The Cape Cod service area is directly served by the
Algonquin Gas Transmission Company ("Algonquin") through various
transportation services. The Company has ten firm transportation
agreements with Algonquin which total approximately 37,207 Mcf of
capacity per day. Each of these ten Algonquin transportation
arrangements will be in effect until either October 31, 2012 or
October 31, 2013 and will continue year to year thereafter unless
terminated upon twelve months prior written notice. Because there
are no production supply sources directly connected to Algonquin,
these services are supported by multiple transportation and
storage services on seven upstream pipelines of several different
pipeline companies. The Company has contracted with four
suppliers for various levels of firm supply service up to a total of
20,918 Mcf per day during the peak season, and those contracts
have been filed with the DPU for its approval. A ruling is
expected shortly. See "Regulatory Matters - Federal Regulation"
below.
The Company has six unbundled storage contracts to service
the Cape Cod area, three of which are on the Texas Eastern
Transmission Company ("Texas Eastern") system and three on the
CNG Transmission Corporation ("CNG") system. Colonial has
contracted for underground natural gas storage capacity of
approximately 461,396 Mcf with Texas Eastern (related firm
transportation out of storage of up to approximately 6,451 Mcf per day)
through the 2012-2013 heating season and with CNG for underground
natural gas storage capacity of approximately 1,056,129 Mcf
(related firm transportation out of storage of up to approximately
6,442 Mcf per day). Texas Eastern and Algonquin transport the
natural gas from these storage fields to the Cape Cod service
area under a variety of transportation contracts.
Also, the Company leases facilities in the Cape Cod service
area for the storage (but not the liquefaction) of approximately
180,000 Mcf of LNG and, through May 1994, the Company has
contracted with a subsidiary of Algonquin for the annual storage
capacity of approximately 42,000 Mcf of LNG in a Providence,
Rhode Island facility. In addition, the Company has storage for
27,000 Mcf natural gas equivalent of propane which the Company
normally purchases on a short-term basis.
Lastly, the Company has one bundled supply and
transportation arrangement for the purchase and firm delivery of
gas. The arrangement provides for the delivery to the Company of up
to approximately 10,000 Mcf per day and approximately 3,000,000
Mcf annually of LNG as either liquid or vapor for a one year
period ending October 31, 1994. Under this arrangement the primary
delivery point is the Cape Cod service area, but the Company can
designate the Merrimack Valley service area on a day to day basis
as an alternate delivery point.
REGULATORY MATTERS
Federal Regulation
By the fall of 1993, several interstate pipelines serving
Colonial had implemented FERC Order 636. Order 636, issued in
1992, required interstate pipeline companies to "unbundle" gas
supply, transportation and storage services previously provided
under a unified tariffed service. Now, the Company is
responsible for procuring gas supplies and storage services to
meet its load requirements, with the pipelines providing
transportation only service. In general, Colonial pays
negotiated rates for gas supplies and FERC-approved tariffed
rates for transportation and storage services. On November 9,
1993, the Company filed each of its gas supply purchase
contracts to be reviewed by the DPU, which has not previously
exercised jurisdiction with respect to the Company's base load
supplies. These FERC ordered changes may increase the
contracting, supply and regulatory risk for the Company. At the
same time, they could also create a more competitive market for
gas supply which would permit the Company to achieve savings in
its cost of gas. Because the new rules have recently been
implemented, the Company cannot now predict their impact, but it
does not expect them to have a material direct effect on its
results of operations.
State Regulation
The Company is a public utility subject to the jurisdiction
and regulatory authority of the Massachusetts DPU with respect to
its rates as well as to the issuance of securities, franchise
territory and other related matters. The DPU permits
Massachusetts gas companies to utilize a cost of gas adjustment
clause which enables them to pass on to their customers, via
their monthly gas bill, changes in the cost of gas. Other changes
in rates charged to customers are subject to approval by the DPU
after formal proceedings.
The Company periodically receives refunds and charges from
its gas transporters related to rate adjustments ordered by the
FERC. All of the refunds and charges are returned to or collected
from utility customers under methods approved by the DPU.
During 1990, the DPU ruled that the Company and eight other
Massachusetts gas distribution companies can recover
environmental response costs related to former gas manufacturing
operations through the CGAC as described under "Environmental
Matters".
In August 1992, the DPU approved the second phase of the
Company's demand side management program. When completed this
program is expected to save over $15 million in gas costs that
would have been incurred over the lives of the installed
conservation measures. In order to achieve these savings,
Colonial is investing $8 million over a two-year period in
customer conservation measures such as insulation, heating
systems controls and water heating conservation devices. As a
result, Colonial expects to reduce customer bills by a net $7
million from the levels they would have been at if no
conservation occurred. Colonial has been authorized by the DPU
to fully recover all costs associated with the program through
the CGAC. In addition, the Company is also authorized to recover
the margins lost as a result of this program and, if certain
milestones are met, to receive an additional financial incentive
of up to $400,000. In January 1994, the Company filed a request
with the DPU to extend the operation of this program from
September 1994 until September 1995. A ruling is expected
shortly.
In October 1992, the Company received authorization from
the DPU to extend natural gas service into the Town of Eastham,
Massachusetts. Eastham, located at the eastern end of Cape Cod,
provides Colonial with new growth opportunities. Colonial
believes that there are 5,000 homes and businesses in Eastham
that currently utilize other fuels such as oil, electricity and
propane which present opportunities for natural gas conversions.
The Company has added 104 customers in the town since facilities
were constructed in the fourth quarter of 1992.
In November 1992, the DPU approved Colonial's request for
two new rate schedules which are designed to overcome equipment
cost disadvantages that existed in the natural gas air
conditioning and small scale cogeneration markets. By reducing ,
if not eliminating, these cost disadvantages, the Company
expects to increase sales into these markets and increase the
usage of its distribution system during off-peak periods. The
Company has used these new rate schedules to make proposals to
potentially large customers and expects to continue to pursue
this new market opportunity in 1994.
In April 1993, the Company applied for a $10.75 million or
7.87% increase of its base rates. This was only the second base
rate increase requested by Colonial since 1984. Effective
November 1, 1993, the Company received DPU approval of a
settlement agreement that called for a base rate increase
designed to produce additional revenues of $6.7 million or 4.9%
annually. In addition to this rate increase, the DPU approved a
proposal to expand the eligibility criteria for Colonial's
discount rate to be applied to low-income residential heating
customers. The table below summarizes the Company's recent rate
activity:
Results of the Company's Requests to Increase Base Revenue
Requested Approved
Date Effective Amount Percentage Amount Percentage
November 1, 1984 $ 4.30 million 3.73% $2.8 million 2.4%
November 1, 1990 $ 12.80 million 9.86% $7.9 million 5.6%
November 1, 1993 $ 10.75 million 7.87% $6.7 million 4.9%
In response to new marketing opportunities which may result
from the FERC Order 636 and the unbundling of interstate
pipeline services, Colonial requested in its 1993 rate filing
and gained DPU approval to offer a firm transportation service
on the Company's distribution system in order to provide
customers with an alternative to traditional firm sales service.
The DPU order also permits the Company to retain 10% of the
revenues generated from releasing the Company's interstate
pipeline transportation capacity to third parties above a
threshold of $2,500,000 for 1994. In 1993, the Company earned
$2,200,000 in capacity release revenue that was credited back to
firm customers and had no impact on earnings.
In October 1993, the DPU approved Colonial's proposal for a
rate targeted at the natural gas vehicle market. The approved
rates remain in effect over the course of a "market-development"
period that extends until January 1, 1997. To assist Colonial in
selling additional quantities of natural gas to the natural gas
powered vehicle market, the authorized rate is to be indexed
$.50 below the retail price of gasoline, provided that it cannot
fall below a floor rate equal to Colonial's marginal cost of gas
plus 5%. As of December 31, 1993, these rates are approximately
equal to $0.70 per gallon equivalent for retail customers.
COMPETITION
Massachusetts law protects gas companies from competition
with respect to pipeline distribution of natural gas within its
franchise areas by providing that, where a gas company exists in
active operation, no other person may lay pipe in the public ways
without the approval, after notice and hearing, of the municipal
authorities and the DPU. If a municipality desires to enter the
gas business, it must take certain procedural steps, including a
favorable vote by a majority of the voters in a city election or
two-thirds vote at each of two town meetings, and must purchase
the property of any gas company operating in the municipality, if
the company elects to sell, to the extent, and at such prices, as
may be agreed upon or, if no agreement is reached, as the DPU
determines.
Although, under a series of FERC orders issued in the late
1980's, certain larger industrial users may attempt to obtain gas
from other sources and by-pass a utility's distribution system,
the Company does not believe that these FERC orders will have a
material adverse effect on its business, in part because large
industrial users are not a significant part of its customer base.
The Company provides a transportation-only service of gas
through its distribution system for commercial and industrial
customers either on a firm basis or an interruptible basis. While
such transportation may displace direct gas sales by the Company,
this service assists qualifying customers in obtaining the lowest
possible gas costs while still contributing to the profit margin
of the Company. Profit margins from interruptible sales and
interruptible transportation result in lower gas costs which are
passed through to firm customers by the cost of gas adjustment
clause and, therefore, do not directly affect operating margin or
net income.
Fuel oil suppliers, electric utilities and propane suppliers
provide competition generally for residential, commercial and
industrial customers. Interruptible sales are generally in
competition with No. 6 fuel oil which most of the interruptible
customers are equipped to use. Lower worldwide oil prices may
adversely affect the Company's ability to retain or attract
customers. The Company's rates have remained generally
competitive with the price of alternative fuels, but the long-
term impact of fuel price changes on the Company and its rates
cannot be predicted.
The Company is aware that a steam generating enterprise
plans to begin operations in the City of Lowell in the fall of
1994. The enterprise would operate a "trigeneration" facility
which would produce (i) electric power for its own operation and
for sale to the New England power pool, (ii) gases such as CO2
and argon for sale in industrial applications, and (iii) steam
for sale through a pipeline system to government offices, schools
and businesses within the City of Lowell. The enterprise is in
the process of obtaining the easements and other permits and
regulatory approvals necessary for its steam pipeline system and
its fuel storage and generating facilities.
In the event this Lowell steam generating enterprise is
successfully able to produce and distribute steam to government
and private businesses in Lowell, many of whom are currently
customers of the Company, the Company would be faced with an
additional energy source competitor for those customers. It
cannot currently be determined what impact, if any, such
competition would have on the Company's sales to commercial and
industrial customers in Lowell.
ENVIRONMENTAL AND PIPELINE SAFETY MATTERS
The Company is subject to Federal and state laws and
regulations dealing with environmental protection. Compliance
with such environmental laws and regulations has resulted in
increased costs with respect to the Company's existing
operations.
Working with the Massachusetts Department of Environmental
Protection, the Company is engaged in site assessments and
evaluation of remedial options for contamination that has been
attributed to the Company's former gas manufacturing site and at
various related disposal sites. During 1990, the DPU ruled that Colonial
and eight other Massachusetts gas distribution companies can
recover environmental response costs related to former gas
manufacturing operations over a seven-year period, without
carrying costs, through the CGAC. Through December 31, 1993, the
Company had incurred $7,750,000 of environmental response costs
related to these sites, $1,521,000 for the former gas
manufacturing site and $6,229,000 for the related disposal sites. The
Company expects to continue incurring costs arising from these
environmental matters.
As of December 31, 1993 the Company has recorded on the
balance sheet a long-term liability of $5,300,000 representing
estimated future response costs relating to these sites based on
the Company's preferred methods of remediation; of this amount
$2,200,000 relates to the gas manufacturing site. Based upon the
DPU order approving rate recovery of environmental response
costs, a regulatory asset of $5,300,000 has been recorded on the
balance sheet ("Unrecovered Environmental Costs Accrued"). This
amount has decreased from the prior year estimate based upon the
completion of certain remedial actions and a lower expectation
of future costs due to changes in environmental regulations and
a better understanding of on-site exposures. Actual
environmental response costs to be incurred depends on various
factors, and therefore future costs may differ from the amount
currently recorded as a liability.
As of December 31, 1993, the Company has settled claims
relating to this matter with all liability insurers and other
known potentially responsible parties ("PRP"), except for one.
The Company expects to receive $250,000 in 1994 from that PRP.
In accordance with the DPU order referred to above, half the
costs incurred in pursuing insurers and other PRP are recovered
from the ratepayers through the CGAC and half are initially
borne by the Company. Also, per this order, any insurance and
other proceeds are applied first to the Company's costs of
pursuing recovery from insurers and other PRP, with the
remainder divided equally between the ratepayers and
shareholders.
The table below summarizes the environmental response costs
incurred and insurance and other proceeds received relating to
these environmental response costs:
(In Thousands) Response Costs Insurance and Other Proceeds
Recovered Returned Recorded as Non-
from Period of to Operating Income
Year Incurred Customers Rate Recovery Customers Net of Taxes
1988 $ 853 $ 488 1990-1997 - -
1989 4,031 2,303 1990-1997 - -
1990 639 274 1991-1998 - -
1991 374 107 1992-1999 $ 851 $ 525
1992 617 88 1993-2000 1,121 673
1993 1,236 - 1994-2001 469 290
Total $7,750 $3,260 $2,441 $1,488
TRANSGAS INC.
Transgas primarily provides over-the-road transportation of
LNG, propane and other commodities. Transgas acts as a common
carrier for approximately 60 commercial and gas utility customers
located in the eastern half of the United States. Canadian over-
the-road transportation services are also available through CGI
Transport Limited, which is a wholly-owned subsidiary of
Transgas. Transgas also provides a unique LNG portable pipeline
service, which permits gas utilities to provide continuous supply
of natural gas to communities while the pipeline supply is
temporarily interrupted during scheduled maintenance, upgrading,
and recertification, or during emergency interruption.
Rates charged for Transgas' common carrier transportation
service are filed as tariffs under operating authorities issued
to Transgas by the Interstate Commerce Commission and regulatory
agencies in various states, and to CGI Transport Limited by
Canadian provincial authorities. As common carriers, they are
also subject to various regulations applicable to motor common
carriers, including accounting matters, safety matters, rates
charged and various fiscal matters.
Transgas had revenues of $8.1 million in 1993. Approximately
50% of Transgas' revenue in 1993 was derived from transporting
Algerian LNG from the Distrigas import terminal which is located
in Everett, Massachusetts.
Transgas provides over-the-road transportation services by
utilizing a permanent fleet of 37 tractors. Transgas operates 56
trailers which are specifically designed for the transportation
of cryogenic liquids. Of those cryogenic transport trailers, 21
are leased on a long-term basis. In addition, Transgas has 25
trailers which are designed for the transportation of propane. Of
those propane transport trailers, 4 are leased on a long-term
basis. There were also 12 owner-operated tractors utilized for
propane hauling during the year. In addition to the equipment
described above, Transgas also has 11 trailers which are designed
for carrying vaporizers and 2 flat bed trailers.
Transgas competes with many other motor carriers engaged in
the transportation of various gases and other products. Transgas
believes, however, that it is the leading over-the-road
transporter of LNG due to the size of its fleet of specialized
cryogenic transport trailers.
Transgas closed its unprofitable bulk cement trucking
operation during the first half of 1993. The closing of this
operation permitted Transgas to reduce overhead expenses. In
addition, trucking equipment associated with this operation were
sold at prices exceeding net book value.
Item 1A. Executive Officers of the Registrant.
The following table indicates the present executive officers
of the Company, their ages, the dates when their service with the
Company began and their respective positions with the Company.
Affiliated with
Name and Age Position with Company Company Since
Frederic L. Putnam, Chairman and Chief Executive Officer 1953
Jr. (69)
Charles O. Swanson (62) President 1971
Frederic L. Putnam, Executive Vice President and
III (48) General Manager 1975
John P. Harrington (51) Vice President - Gas Supply 1966
Nickolas Stavropoulos Vice President - Finance and
(36) Chief Financial Officer 1979
Victor W. Baur (50) President - Transgas Inc. 1972
Dennis W. Carroll (47) Vice President and Treasurer 1990
Charles A. Cook (41) Vice President and General Counsel 1978
Mr. Putnam, Jr. has been Chairman of the Board of Directors
since 1981 and the Chief Executive Officer since 1977. He has
also been a Director since 1973.
Mr. Swanson has been President since July 1990. He is
scheduled to retire on May 1, 1994. He had been Executive Vice
President since November 1986. He has also been a Director since
1986.
Mr. Putnam, III, the son of F.L. Putnam, Jr., has been
Executive Vice President and General Manager since April 1993. He
has been elected President effective May 1, 1994. He had been
Vice President and General Manager since August 1989. He has also
been a Director since November 1991.
Mr. Harrington has been Vice President - Gas Supply since
August 1989. He had been Vice President - General Manager -
Lowell Division since November 1986. He has also been a Director
since February 1993.
Mr. Stavropoulos has been Vice President - Finance and Chief
Financial Officer since August 1989. He had been Vice President -
Rates and Planning since November 1985. He has also been a
Director since February 1993.
Mr. Baur has been President of Transgas Inc. since July
1990. He had been Executive Vice President - General Manager of
Transgas Inc. since 1984. He also became a Director in August
1993.
Mr. Carroll has been Vice President and Treasurer since
August 1990. Prior to then he was a partner with Grant Thornton,
the Company's independent certified public accountants.
Mr. Cook has been Vice President and General Counsel since
July 1990. He had been Vice President and Counsel since August
1989.
These officers hold office until the next annual meeting of
the Board of Directors or until their successors are duly elected
and qualified.
Item 2. Properties.
The Company has two principal operations centers and a
natural gas liquefaction and storage facility with approximately
1,000,000 Mcf of LNG storage capacity located in Tewksbury,
Massachusetts. The Company's gas production and storage
facilities, metering and regulation stations and operations
centers are generally located on land it owns.
A 175,000 Mcf LNG storage tank located on land owned by the
Company in South Yarmouth, Massachusetts is leased from an
unaffiliated company through 1998. The Company also has a lease
which expires in 2002 for office facilities in Lowell,
Massachusetts.
The Company's distribution mains of approximately 2,690
miles are located within public highways under franchises or
permits from state or municipal authorities, or on land owned by
others under easements or licenses from the owners. The Company's
first mortgage bonds are collateralized by utility property.
Management considers that the Company's properties are
adequate for the conduct of its business for the reasonably
foreseeable future.
Item 3. Legal Proceedings.
See Item 1, "Business--Environmental and Pipeline Safety
Matters" above, which is incorporated herein.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security
holders during the quarter ended December 31, 1993.
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1993 annual report to stockholders under the caption
"Shareholder Information" and under Note D of the "Notes to
Consolidated Financial Statements".
Item 6. Selected Financial Data.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1993 annual report to stockholders under the caption
"Selected Financial Data".
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1993 annual report to stockholders under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Item 8. Financial Statements and Supplementary Data.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's 1993 annual report to stockholders under the following
captions: "Consolidated Statements of Income", "Consolidated
Balance Sheets", "Consolidated Statements of Cash Flows",
"Consolidated Statements of Common Equity", "Notes to
Consolidated Financial Statements", "Report of Independent
Certified Public Accountants" and "Shareholder Information".
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required to be reported hereunder for the
Company's Directors is incorporated by reference to the
information reported in the Company's Proxy Statement for its
1994 annual meeting of stockholders under the caption "Election
of Directors".
The information required to be reported hereunder for the
Executive Officers of the Registrant is incorporated by reference
to the information in Item 1A of this Form 10-K under the caption
"Executive Officers of the Registrant".
Item 11. Executive Compensation.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1994 annual meeting of
stockholders under the captions "Executive Compensation" and
under the subheading "Directors' Compensation" of the caption
"Election of Directors".
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1994 annual meeting of
stockholders under the caption "Security Ownership of Certain
Beneficial Owners and Management".
Item 13. Certain Relationships and Related Transactions.
The information required to be reported hereunder is
incorporated by reference to the information reported in the
Company's Proxy Statement for its 1994 annual meeting of
stockholders under the caption "Election of Directors".
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 1. Financial Statements The Consolidated Financial
Statements of the Company (including the Report of
Independent Certified Public Accountants) required to be
reported herein are incorporated by reference to the
information reported in the Company's 1993 annual report
to stockholders under the following captions:
"Consolidated Statements of Income", "Consolidated
Balance Sheets", "Consolidated Statements of Cash Flows",
"Consolidated Statements of Common Equity", "Notes to
Consolidated Financial Statements" and "Report of
Independent Certified Public Accountants".
2. Financial Statement Schedules The following Financial
Statement Schedules and report thereon are filed as part
of this Form 10-K on the pages indicated below:
Schedule
Number Description
Report of Independent Certified Public
Accountants on Schedules
V Property, Plant and Equipment for the three
years ended December 31, 1993
VI Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
for the three years ended December 31, 1993
VIII Valuation and Qualifying Accounts for the
three years ended December 31, 1993
IX Short-term Debt for the three years ended
December 31, 1993
X Supplementary Income Statement Information
for the three years ended December 31, 1993
Schedules other than those listed above are either not required
or not applicable, or the required information is shown in the
financial statements or notes thereto. Columns omitted from
schedules filed have been omitted because the information is not
applicable.
3. List of Exhibits
Exhibit
Number Exhibit Reference
3a Restated Articles of Organization of Filed herewith as
Colonial Gas Company, dated April Exhibit 3a.
19, 1989, as amended on July 16,
1992, and supplemented by a
Certificate of Vote of Directors
establishing a series of a class of
stock filed on November 30, 1993.
3b By-Laws of Colonial Gas Company, as Filed herewith as
amended to date. Exhibit 3b.
4a Second Amended and Restated First Incorporated herein
Mortgage Indenture, dated as of June by reference.
1, 1992, filed as Exhibit 4(b) to
Form 10-Q of the Registrant for the
quarter ended June 30, 1992.
4b First Supplemental Indenture, dated Incorporated herein
as of June 15, 1992, filed as by reference.
Exhibit 4(c) to Form 10-Q of the
Registrant for the quarter ended
June 30, 1992.
4c Credit Agreement for Colonial Gas Incorporated herein
Company, dated as of June 27, 1990, by reference.
filed as Exhibit 10(a) to Form 8-K
of the Registrant for the quarter
ended June 30, 1990, as amended on
December 24, 1991, filed as Exhibit
4(j) to Form 10-K of the Registrant
for the year ended December 31,
1991, as amended on July 27, 1993,
filed as Exhibit 4(a) to Form 10-Q
of the Registrant for the quarter
ended June 30, 1993.
4d Credit Agreement for Massachusetts Incorporated herein
Fuel Inventory Trust, dated as of by reference.
June 27, 1990, filed as Exhibit
10(b) to Form 8-K of the Registrant
for the quarter ended June 30, 1990,
as amended on July 27, 1993, filed
as Exhibit 4(b) to Form 10-Q of the
Registrant for the quarter ended
June 30, 1993.
4e Purchase Contract, dated as of June Incorporated herein
27, 1990 between Massachusetts Fuel by reference.
Inventory Trust acting by and
through its Trustee, Shawmut Bank,
N.A. and Colonial Gas Company, filed
as Exhibit 10(e) to Form 8-K of the
Registrant for quarter ended June
30, 1990.
4f Security Agreement and Assignment of Incorporated herein
Contracts, dated as of June 27, 1990 by reference.
made by Massachusetts Fuel Inventory
Trust in favor of The First National
Bank of Boston as Agent, for the
Ratable Benefit of the Secured
Parties Named Herein, filed as
Exhibit 10(c) to Form 8-K of the
Registrant for the quarter ended
June 30, 1990.
4g Trust Agreement, dated as of June Incorporated herein
22, 1990 between Colonial Gas by reference.
Company (as Trustor) and Shawmut
Bank, N.A. (as Trustee), filed as
Exhibit 10(d) to Form 8-K of the
Registrant for quarter ended June
30, 1990.
10a Storage Service Transportation Incorporated herein
Contract with Tennessee Gas Pipeline by reference.
Company, a Division of Tenneco Inc.,
dated January 1, 1983, filed as
Exhibit 10(b) to the Registrant's
Registration Statement on Form S-2.
Commission File No. 2-93118.
10b Service Agreement with Algonquin Gas Incorporated herein
Transmission Company, dated December by reference.
11, 1972, filed as Exhibit 13(n) to
Colonial Gas Energy System's
Registration Statement on Form S-1.
Commission File No. 2-54673.
10c Storage Service Agreement with Penn- Incorporated herein
York Energy Corporation, dated as of by reference.
December 21, 1984, filed as Exhibit
10(r) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1984.
10d Agreement for Sale of Gas between Incorporated herein
Bay State Gas Company and Colonial by reference.
Gas Company, dated December 11,
1987, filed as Exhibit 10(m) to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1987.
10e Agreement for Liquefaction of Gas Incorporated herein
with Bay State Gas Company, dated by reference.
March 14, 1988, filed as Exhibit
10(p) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1989.
10f Service Agreement with Distrigas of Incorporated herein
Massachusetts Corporation, as by reference.
related to firm vapor service, dated
September 30, 1989, filed as Exhibit
10(q) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1989.
10g Letter Agreement with Distrigas of Incorporated herein
Massachusetts Corporation, related by reference.
to firm vapor service agreement,
dated December 8, 1989, filed as
Exhibit 10(r) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.
10h Service Agreement with Distrigas of Incorporated herein
Massachusetts Corporation, related by reference.
to firm vapor service, dated October
31, 1990, filed as Exhibit 10(s) to
the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1990.
10i Gas Transportation Contract for Firm Incorporated herein
Reserved Service with Iroquois, by reference.
dated February 7, 1991, filed as
Exhibit 10(v) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
10j Gas Sales Agreement No. 1 with ANE, Incorporated herein
dated February 7, 1991, filed as by reference.
Exhibit 10(y) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
10k Gas Sales Agreement between Sonat Incorporated herein
Exploration Company and Sonat by reference.
Marketing Company and Colonial Gas
Company, dated October 1, 1990,
filed as Exhibit 10(cc) to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1990.
10l Firm Natural Gas Transportation Incorporated herein
Agreement between Tennessee Gas by reference.
Pipeline Company and Colonial Gas
Company (under Rate Schedule NET-
NE), dated February 7, 1991, filed
as Exhibit 10(ff) to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1991.
10m Amended and Restated Gas Sales Incorporated herein
Agreement between Sonat Marketing by reference.
Company and Colonial Gas Company,
dated July 16, 1991, filed as
Exhibit 10(jj) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1991.
10n Letter Agreement with Distrigas of Incorporated herein
Massachusetts Corporation, related by reference.
to firm vapor service agreement,
dated November 16, 1992, filed as
Exhibit 10(dd) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1992.
10o Gas Transportation Contract for Firm Incorporated herein
Reserved Service between Iroquois by reference.
Gas Transmission System, L.P. and
Colonial Gas Company, dated November
25, 1991, filed as Exhibit 10(gg) to
the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992.
10p Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10p.
Colonial Gas Company (under Rate
Schedule AFT-E), dated June 1, 1993.
10q Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10q.
Colonial Gas Company (under Rate
Schedule AFT-1), dated June 1, 1993.
10r Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10r.
Colonial Gas Company (under Rate
Schedule AFT-1), dated June 1, 1993.
10s Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10s.
Colonial Gas Company (under Rate
Schedule AFT-1), dated June 1, 1993.
10t Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10t.
Colonial Gas Company (under Rate
Schedule AFT-E), dated June 1, 1993.
10u Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10u.
Colonial Gas Company (under Rate
Schedule AFT-1), dated June 1, 1993.
10v Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10v.
Colonial Gas Company (under Rate
Schedule AFT-1), dated June 1, 1993.
10w Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10w.
Colonial Gas Company (under Rate Schedule
CDS), dated June 1, 1993.
10x Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10x.
Colonial Gas Company (under Rate
Schedule FT-1), dated June 1, 1993.
10y Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10y.
Colonial Gas Company (under Rate
Schedule FTS-8), dated June 1, 1993.
10z Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10z.
Colonial Gas Company (under Rate
Schedule FTS-7), dated June 1, 1993.
10aa Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10aa.
Colonial Gas Company (under Rate
Schedule FT-1), dated June 1, 1993.
10bb Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10bb.
Colonial Gas Company (under Rate
Schedule SS-1), dated June 1, 1993.
10cc Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10cc.
Colonial Gas Company (under Rate
Schedule SS-1), dated June 1, 1993.
10dd Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10dd.
Colonial Gas Company (under Rate
Schedule SS-1), dated June 1, 1993.
10ee Service Agreement between Filed herewith as
Transcontinental Gas Pipe Line Exhibit 10ee.
Corporation and Colonial Gas Company
(under Rate Schedule FT), dated June
1, 1993.
10ff Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10ff.
Colonial Gas Company (under Rate
Schedule FT-1), dated June 1, 1993.
10gg Firm Gas Transportation Agreement Filed herewith as
between Koch Gateway Pipeline Company Exhibit 10gg.
and Colonial Gas Company, dated
December 1, 1993.
10hh Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10hh.
Colonial Gas Company (under Rate
Schedule FT-1), dated June 1, 1993.
10ii Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10ii.
Colonial Gas Company (under Rate
Schedule FT-1), dated June 1, 1993.
10jj Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10jj.
Colonial Gas Company (under Rate
Schedule PSS-T), dated August 1,
1993.
10kk Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10kk.
Colonial Gas Company (under Rate
Schedule AFT-2), dated August 1,
1993.
10ll Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10ll.
Colonial Gas Company (under Rate
Schedule AFT-1), dated August 1,
1993.
10mm Gas Storage Contract between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10mm.
Colonial Gas Company (under Rate
Schedule FS), dated September 1,
1993.
10nn Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10nn.
Colonial Gas Company (under Rate
Schedule FT-A), dated September 1,
1993.
10oo Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10oo.
Colonial Gas Company (under Rate
Schedule FT-A), dated September 1,
1993.
10pp Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10pp.
Colonial Gas Company (under Rate
Schedule FT-A), dated September 1,
1993.
10qq Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10qq.
Colonial Gas Company (under Rate
Schedule FST-LG), dated October 1,
1993.
10rr Service Agreement between CNG Filed herewith as
Transmission Corporation and Exhibit 10rr.
Colonial Gas Company (under Rate
Schedule FTNN), dated October 1,
1993.
10ss Service Agreement between CNG Filed herewith as
Transmission Corporation and Exhibit 10ss.
Colonial Gas Company (under Rate
Schedule GSS), dated October 1,
1993.
10tt Service Agreements between CNG Filed herewith as
Transmission Corporation and Exhibit 10tt.
Colonial Gas Company (under Rate
Schedule GSS-II), dated September
30, 1993.
10uu Service Agreement between Texas Filed herewith as
Eastern Transmission Corporation and Exhibit 10uu.
Colonial Gas Company (under Rate
Schedule FT-1), dated October 1,
1993.
10vv Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10vv.
Colonial Gas Company (under Rate
Schedule FT-A), dated September 1,
1993.
10ww Service Agreement between National Filed herewith as
Fuel Gas Supply Corporation and Exhibit 10ww.
Colonial Gas Company (under Rate
Schedule EFT), dated October 28,
1993.
10xx Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10xx.
Colonial Gas Company (under Rate
Schedule FT-A), dated September 1,
1993.
10yy Service Agreement between Algonquin Filed herewith as
Gas Transmission Company and Exhibit 10yy.
Colonial Gas Company (under Rate
Schedule AIT-1), dated September 15,
1993.
10zz Gas Transportation Agreement between Filed herewith as
Tennessee Gas Pipeline Company and Exhibit 10zz.
Colonial Gas Company (under Rate
Schedule FT-A), dated October 1,
1993.
10aaa Lease Agreement, dated as of May 1, Incorporated herein
1982, with Olde Market House by reference.
Associates of Lowell, filed as
Exhibit 10(y) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1982.
10bbb Lease of Equipment from The National Incorporated herein
Shawmut Bank of Boston (now Shawmut, by reference.
Bank N.A.) as Trustee, as Lessor
dated as of May 1, 1973, filed as
Exhibit 13(c) to Colonial Gas Energy
System's Registration Statement on
Form S-1. Commission File No. 2-
54673.
10ccc Form Employment Agreement for Incorporated herein
corporate officers, filed as Exhibit by reference.
10(kk) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992.
10ddd Supplemental Retirement Plan Incorporated herein
Agreement between Colonial Gas by reference.
Company and F. L. Putnam, Jr., dated
December 29, 1981, filed as Exhibit
10(ll) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992.
10eee Supplemental Retirement Plan Incorporated herein
Agreement between Colonial Gas by reference.
Company and C. O. Swanson, dated
December 29, 1981, filed as Exhibit
10(mm) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992.
13a Those portions of the 1993 Annual Filed herewith as
Report to Stockholders which have Exhibit 13a.
been incorporated by reference in
Part II Items 5 - 8 and Part IV Item
14 part a 1.
22a Subsidiaries of the Registrant. Filed herewith as
Exhibit 22a.
24a Consent of Independent Certified Filed herewith as
Public Accountants. Exhibit 24a.
____________________
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Exhibits 10bbb, 10ccc and 10ddd above are management
contracts or compensatory plans or arrangements in which
the executive officers of the Company participate.
b)Reports on Form 8-K.
There were no reports on Form 8-K for the quarter ended
December 31, 1993.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
SCHEDULES
To the Shareholders of
Colonial Gas Company
In connection with our audit of the consolidated financial
statements of Colonial Gas Company and subsidiaries referred
to in our report dated January 18, 1994, which is included
in the 1993 Annual Report to Stockholders and incorporated
by reference in Part II of this Form 10-K, we have also
audited the schedules listed at Part IV, Item 14(a)2. In our
opinion, these schedules present fairly, in all material
respects, the information required to be set forth therein.
GRANT THORNTON
Boston, Massachusetts
January 18, 1994
[END OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
SCHEDULES]
SCHEDULE V
COLONIAL GAS COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
Year ended December 31, 1993
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
OTHER
CHANGES- BALANCE
BALANCE AT ADD AT
CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF
CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD
Utility Property
$ 71 (b)
Land, rights of
way and
structures $ 12,269 $ - $ 131 345 (a) $ 12,554
1,233 (a)
Gas production
equipment 10,403 - 151 287 (b) 11,772
19,464 (a)
Transmission and
distribution 196,256 - 747 (358)(b) 214,615
Utilization
equipment 5,674 - 284 954 (a) 6,344
General equipment 6,188 - 462 2,226 (a) 7,952
Intangible plant 372 418 - - 790
Construction work
in progress 5,353 25,412 - (24,222)(a) 6,543
Total Utility
Property $236,515 $25,830 $ 1,775 $ - $260,570
Non-Utility Property
Land and
buildings $ 1,348 $ 12 $ 25 $ - $ 1,335
Services 640 - - - 640
General equipment 8,742 359 2,156 - 6,945
Total Non-
Utility
Property $ 10,730 $ 371 $ 2,181 $ - $ 8,920
Assets Under
Capital Leases $ 8,329 $ 494 $ 1,348 $ - $ 7,475
_____________________________
See Note A of Notes to Consolidated Financial Statements.
(a) Transfers to plant in service from construction work in progress.
(b) Intercompany transfer or reclassification of fixed assets.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND
EQUIPMENT YEAR ENDED DECEMBER 31, 1993]
SCHEDULE V
COLONIAL GAS COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
Year ended December 31, 1992
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
OTHER
CHANGES- BALANCE
BALANCE AT ADD AT
CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF
CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD
Utility Property
Land, rights of
way and
structures $ 11,977 $ - $ 8 $ 300 (a) $ 12,269
Gas production
equipment 10,549 - 180 34 (a) 10,403
Transmission and
distribution 177,916 - 528 18,868 (a) 196,256
Utilization
equipment 4,376 - 221 1,519 (a) 5,674
General equipment 3,065 - 83 3,206 (a) 6,188
Intangible plant 433 372 - (433)(a) 372
Construction work
in progress (5)(b)
2,547 26,300 - (23,489)(a) 5,353
Total Utility
Property $210,863 $26,672 $ 1,020 $ - $236,515
Non-Utility Property
Land and
buildings $ 1,343 $ - $ - $ 5 (b) $ 1,348
Services 640 - - - 640
General equipment 8,626 154 38 - 8,742
Total Non-
Utility
Property $ 10,609 $ 154 $ 38 $ 5 $ 10,730
Assets Under
Capital Leases $ 7,963 $ 628 $ 262 $ - $ 8,329
_____________________________
See Note A of Notes to Consolidated Financial Statements.
(a) Transfers to plant in service from construction work in progress.
(b) Intercompany transfer or reclassification of fixed assets.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND
EQUIPMENT YEAR ENDED DECEMBER 31, 1992]
SCHEDULE V
COLONIAL GAS COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
Year ended December 31, 1991
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
OTHER
CHANGES- BALANCE
BALANCE AT ADD AT
CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF
CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD
Utility Property
Land, rights of
way and $ (47)(b)
structures $ 11,976 $ - $ 46 94 (a) $ 11,977
Gas production
equipment 10,642 - 173 80 (a) 10,549
Transmission and
distribution 164,013 - 534 14,437 (a) 177,916
Utilization
equipment 2,799 - 163 1,740 (a) 4,376
General equipment 2,765 - 24 324 (a) 3,065
Intangible plant - 433 - - 433
Construction work
in progress 3,108 16,114 - (16,675)(a) 2,547
Total Utility
Property $195,303 $16,547 $ 940 $ (47) $210,863
Non-Utility Property
Land and
buildings $ 1,346 $ 14 $ 64 $ 47 (b) $ 1,343
Services 640 - - - 640
General equipment 8,318 563 255 - 8,626
Total Non-
Utility
Property $ 10,304 $ 577 $ 319 $ 47 $ 10,609
Assets Under
Capital Leases $ 8,646 $ 273 $ 956 $ - $ 7,963
_____________________________
See Note A of Notes to Consolidated Financial Statements.
(a) Transfers to plant in service from construction work in progress.
(b) Intercompany transfer or reclassification of fixed assets.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND
EQUIPMENT YEAR ENDED DECEMBER 31, 1991]
SCHEDULE VI
COLONIAL GAS COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
For the Three Years Ended December 31, 1993
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
ADDITIONS OTHER
BALANCE CHARGED CHANGES -
AT TO COSTS ADD BALANCE
BEGINNING AND RETIRE- (DEDUCT)- AT END
DESCRIPTION OF PERIOD EXPENSES MENTS DESCRIBE OF PERIOD
Year Ended December 31, 1993
Accumulated
depreciation of
utility property
(separate reserves
not maintained) $52,700 $6,939 $1,882 $ 100 (1) $57,857
Accumulated
depreciation of non-
utility property $ 6,691 $ 670 $1,615 $ (61)(3) $ 5,685
Amortization on $ 61 (3)
capital leases $ 3,963 $ - $ - $ (463) $ 3,561
Year Ended December 31, 1992
Accumulated
depreciation of
utility property
(separate reserves
not maintained) $48,127 $6,023 $1,464 $ 14 (1) $52,700
Accumulated
depreciation of non-
utility property $ 5,842 $ 941 $ 8 $ (84)(3) $ 6,691
Amortization on $ 84 (3)
capital leases $ 3,406 $ - $ - $ 473 $ 3,963
Year Ended December 31, 1991
Accumulated
depreciation of
utility property
(separate reserves
not maintained) $43,823 $5,488 $1,276 $ 92 (1) $48,127
Accumulated
depreciation of non- $ (265)(2)
utility property $ 5,228 $ 957 $ - $ (78)(3) $ 5,842
Amortization on $ 78 (3)
capital leases $ 3,684 $ - $ - $ (356) $ 3,406
_______________________________________________
(1) Depreciation charged on clearing accounts.
(2) Sold to third party.
(3) Capitalized tractor lease.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE THREE YEARS ENDED DECEMBER 31, 1993]
SCHEDULE VIII
COLONIAL GAS COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 1993
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
BALANCE CHARGED BALANCE
AT TO COSTS AT
BEGINNING AND DEDUC- END OF
DESCRIPTION OF PERIOD EXPENSES TIONS PERIOD
For the Year Ended December 31, 1993
Reserve for
uncollectible
accounts $1,187 $2,101 $1,606 (1) $1,682
Reserve for
insurance claims $ 548 $ 616 $ 566 $ 598
For the Year Ended December 31, 1992
Reserve for
uncollectible
accounts $ 778 $1,696 $1,287 (1) $1,187
Reserve for
insurance claims $ - $ 622 $ 74 $ 548
For the Year Ended December 31, 1991
Reserve for
uncollectible
accounts $ 856 $1,516 $1,594 (1) $ 778
Reserve for
insurance claims $ 50 $ - $ 50 $ -
_____________________________
(1) Accounts charged off, net of collections.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES VALUATION AND
QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1993]
SCHEDULE IX
COLONIAL GAS COMPANY AND SUBSIDIARIES
SHORT-TERM DEBT
For the Three Years Ended December 31, 1993
(In Thousands Except Percentages)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
WEIGHTED WEIGHTED
AVERAGE MAXIMUM AVERAGE AVERAGE
CATEGORY OF INTEREST AMOUNT AMOUNT INTEREST
AGGREGATE BALANCE RATE OUTSTANDING OUTSTANDING RATE
SHORT-TERM AT END AT END DURING THE DURING THE DURING THE
DEBT OF PERIOD OF PERIOD PERIOD PERIOD (1) PERIOD (2)
Year Ended December 31, 1993
Bank Loans $32,600 3.64% $32,600 $14,546 3.71%
Gas
Inventory
Purchase $15,233 3.47% $15,233 $10,982 3.55%
Obligations
Year Ended December 31, 1992
Bank Loans $24,500 3.76% $42,600 $20,314 4.62%
Gas
Inventory
Purchase $14,741 3.81% $11,768 $10,676 4.05%
Obligations
Year Ended December 31, 1991
Bank Loans $28,000 5.06% $28,000 $ 9,251 6.42%
Gas
Inventory
Purchase $11,726 5.12% $11,864 $ 9,601 6.54%
Obligations
_____________________________
See Note F of Notes to Consolidated Financial Statements.
(1) Amounts calculated by weighting the average of amount of short-term debt
outstanding each day during the year.
(2) Rates calculated by dividing actual interest expense by average outstanding
balance of short-term debt.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES SHORT-TERM DEBT
FOR THE THREE YEARS ENDED DECEMBER 31, 1993]
SCHEDULE X
COLONIAL GAS COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
CHARGED TO
COSTS AND EXPENSES
YEAR ENDED DECEMBER 31,
1993 1992 1991
Maintenance and repairs included in:
Operating Expenses - Maintenance $5,631 $5,477 $5,124
Other Income 444 593 550
Total $6,075 $6,070 $5,674
Depreciation, depletion and amortization
of property, plant equipment
included in:
Operating Expenses - Depreciation $6,831 $5,895 $5,488
Operating Expenses - Operations 240 175 126
Other Income 632 906 910
Total $7,703 $6,976 $6,524
Taxes, other than payroll and income
Local property taxes included in:
Operating Expenses - Local property
taxes $2,496 $2,059 $1,683
Other Income 42 36 31
2,538 2,095 1,714
Other taxes included in:
Operating Expenses - Other Taxes 130 131 103
Other Income 186 299 347
316 430 450
Total $2,854 $2,525 $2,164
Depreciation and amortization of intangible assets, pre-operating costs
and similar deferrals, royalties and advertising costs are not shown
since the amounts are either less than 1% of operating revenues or none.
[END OF COLONIAL GAS COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION]
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
COLONIAL GAS COMPANY Date
By March 18 , 1994
F.L. Putnam, Jr., Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
F.L. Putnam, Jr. Chief Executive Officer, March 18 , 1994
Director
Nickolas Stavropoulos Vice President - Finance and March 18 , 1994
Chief Financial Officer, Director
(Principal Financial Officer)
D.W. Carroll Vice President and Treasurer March 18 , 1994
(Principal Accounting Officer)
V.W. Baur Director March 18 , 1994
A.C. Dudley Director March 18 , 1994
J.P. Harrington Director March 18 , 1994
H.C. Homeyer Director March 18 , 1994
R.L. Hull Director March 18 , 1994
K.R. Lydecker Director March 18 , 1994
F.L. Putnam, III Director March 18 , 1994
J.F. Reilly, Jr. Director March 18 , 1994
A.B. Sides, Jr. Director March 18 , 1994
M.M. Stapleton Director March 18 , 1994
C.O. Swanson Director March 18 , 1994
G.E. Wik Director March 18 , 1994
[EXHIBIT 3a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-1558100
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 164 Section 8C
This Certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization. The
fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
_________
We, Eugene P. Hart, President, and Carol E. Elden, Clerk of
Colonial Gas Company
(Name of Corporation)
located at 40 Market Street, Lowell, Massachusetts 01852
do hereby certify that the following restatement of the articles
of organization of the corporation was duly adopted at a meeting
held on April 19, 1989, by vote of the directors.
1. The name by which the corporation shall be known is:
Colonial Gas Company
2. The purposes for which the corporation is formed are as follows:
To carry on the business of a "gas company" as that term
is defined in Massachusetts General Laws, Chapter 164, Section 1.
To manufacture, produce, process, distribute, use, own,
hold, store, sell, supply, furnish, transport, transmit or
otherwise dispose of gas (including, without limitation,
manufacture, natural or by-product gas), oil, chemicals of any
kind or quality, any related products of any of them and the by-
products and the residual products of any of them.
To sell, furnish, distribute, supply and in any manner to
use energy, light, heat and power by gas, oil, steam, water or
other means.
To explore, develop, produce, acquire, buy, sell and
generally deal in oil or gas producing properties, wherever
situated.
To engage in the sale, rental and installation of gas and
other appliances and to engage in gas fitting and installation
work.
To carry on any business, operation or activity which it
would have power to conduct itself as a joint venture or partner
of, or under any other arrangement with, any other corporation,
association, trust, firm or individual.
To carry on any business, operation or activity through a
wholly or partly owned subsidiary.
To carry on or perform any manufacturing, mercantile,
selling, management, service or other business, operation or
activity which may be lawfully carried on under Massachusetts
General Laws, Chapters 156B and 164, provided that no such
service, activity or business shall be prohibited by Chapter 164
or any other applicable provision of the Massachusetts General
Laws.
3. The total number of shares and the par value, if any,
of each class of stock which the corporation is
authorized to issue is as follows:
With Par Value
Class of Stock * Number of Par Value
Shares
Class A Preferred Stock 547,559 $25.00
Class B Preferred Stock 370,000 $ 1.00
Common Stock 15,000,000 $ 3.33
* Number of shares and par value of each authorized Class
reflects Articles of Amendment effective July 16, 1992.
4. If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or
relative rights or privileges as to each class thereof
and any series now established:
PREFERENCE, VOTING POWERS, QUALIFICATIONS AND SPECIAL OR
RELATIVE RIGHTS AND PRIVILEGES OF THE SEVERAL CLASSES OF CAPITAL
STOCK OF COLONIAL GAS COMPANY.
Preferred Stock
1. The Class A Preferred Stock, $25.00 par value, and the
Class B Preferred Stock, $1.00 par value, may from time to time
be divided into and issued in series. The different series of
each such class shall be established and designated, and the
variations in the relative rights and preferences as between the
different series shall be fixed and determined by the Board of
Directors as hereinafter provided. In all other respects all
shares of Class A Preferred Stock shall be identical and all
shares of Class B Preferred Stock shall be identical.
2. The Board of Directors is hereby expressly authorized,
subject to the provisions of these articles, to establish series
of Class A Preferred Stock and Class B Preferred Stock,
respectively, and, with respect to each series of each such
class, to fix and determine by vote providing for the issue of
such series.
(a) The distinctive designation of such series and the
number of shares which shall constitute such series, which
number may be increased (except where otherwise provided by
the Board of Directors is creating such series) or decreased
(but not below the number of shares then outstanding) from
time to time by the Board of Directors;
(b) The dividend rate or rates and preferences, if any,
to which the shares of such series shall be entitled, the
times at and conditions upon which dividends shall be paid,
any limitations, restrictions or conditions on the payment of
dividends, and whether dividends shall be cumulative and, if
cumulative, the terms upon and dates from which such dividends
shall be cumulative, which dates may differ for shares of any
one series issued at different times;
(c) Whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which
the shares of such series shall be entitled to receive and
the terms and manner of redemption;
(d) The preferences, if any, and the amounts which the
shares of such series shall be entitled to receive and all
other special or relative rights of the shares of such
series, upon any voluntary or involuntary liquidation,
dissolution or winding up of, or upon and distribution of the
assets of, the corporation;
(e) The obligation, if any, of the corporation to
maintain a purchase, retirement or sinking fund for shares of
such series and the provisions with respect thereto;
(f) The terms, if any, upon which the shares of such
series shall be convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the
same or any other class or classes of stock of the
corporation, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustments,
if any;
(g) The terms and conditions of the voting rights, if
any, of the holders of the shares of such series, including
the conditions under which the shares of such series shall
vote as a separate class; and
(h) Such other designating preferences, powers,
qualifications and special or relative rights or privileges of
such series to the full extent now or hereafter permitted by
the laws of the Commonwealth of Massachusetts.
3. The holders of any series of Class A Preferred Stock or
Class B Preferred Stock shall be entitled to receive such
dividends, upon such terms and with such preferences over the
Common Stock and any junior series of Class A or Class B
Preferred Stock as the Board of Directors may fix and determine
in accordance with this Article.
4. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the corporation, the
holders of the shares of any series of Class A Preferred Stock or
Class B Preferred Stock then outstanding shall be entitled to
receive out of the net assets of the corporation, but only in
accordance with the preferences, if any, provided for such
series, before any distribution or payment shall be made to the
holders of the Common Stock and any junior series of Class A or
Class B Preferred Stock, the amount per share fixed and
determined by the Board of Directors in accordance with this
Article upon such terms as the Board may so determine.
5. The shares of Class A Preferred Stock and Class B
Preferred Stock shall have no voting power or voting rights with
respect to any matter whatsoever, except as may be otherwise
required by law or may be provided by the Board of Directors in
accordance with this Article.
Common Stock
Except otherwise provided by law and subject only to the
rights and preferences conferred upon the holders of the Class A
Preferred Stock, the Class B Preferred Stock and of any class of
capital stock hereafter authorized senior to the Common Stock,
the holders of the Common Stock shall have and may exercise
exclusively all the rights of stockholders of the Company.
No stockholder shall have any preemptive right to acquire
stock of the Company.
Notice of any increase in the capital stock of the Company
shall be given only to such stockholders as are entitled to
subscribe therefor.
5. The restrictions, if any, imposed by the
articles of organization upon the transfer of shares of
stock of any class are as follows:
NONE
6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the
corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the
corporation, or of its directors or stockholders, or of
any class of stockholders:
Amendment of By-Laws
The By-laws may provide that the directors may make, amend
or repeal the By-laws in whole or in part, except with respect to
any provision thereof which by law, these articles of
organization or the By-laws requires action by the stockholders.
Power To Be A Partner
The corporation may carry on any business, operation or
activity which it would have power to conduct itself as a joint
venturer or partner of, or under any arrangement with, any other
corporation, association, trust, firm or individual.
Limitation of Certain Liabilities of Directors
No director shall be personally liable to the corporation or
its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director notwithstanding any provision
of law imposing such liability, except that, to the extent
provided by applicable law, this provision shall not eliminate or
limit the liability of a director (i) for breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 61 or 62 of the Massachusetts Business
Corporation Law or any amendatory or successor provisions thereto
or (iv) for any transaction from which the director derived an
improper personal benefit. This provision shall not eliminate or
limit the liability of a director for any act or omission
occurring prior to the date upon which this provision became
effective, and no amendment or repeal of this provision shall
deprive a director of the benefits hereof with respect to any act
or omission occurring prior to such amendment or repeal.
CLASSIFICATION OF DIRECTORS
The number of the members of the board of directors shall be
determined in the manner provided in the by-laws of the
corporation. The board of directors shall be divided into three
classes as nearly equal in number as may be: Class I, Class II
and Class III. The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing
the authorized number of directors by three and, if a fraction is
also contained in such quotient, then if such fraction is one-
third the extra director shall be a member of Class III and if
the fraction is two-thirds one of the directors shall be a member
of Class III and the other shall be a member of Class II. Each
director shall serve for a term ending at the third annual
meeting following the annual meeting at which such director was
elected; provided, however, that the directors first elected to
Class I shall serve for a term ending at the annual meeting next
ensuing, the directors first elected to Class II shall serve for
a term ending at the second annual meeting following the meeting
at which such directors were first elected and the directors
first elected to Class III shall serve a full term as hereinabove
provided. The foregoing notwithstanding, each director shall
serve until his successor shall have been duly elected and
qualified, unless he shall die, retire, resign, become
disqualified or disabled or shall otherwise be removed.
For purposes of the preceding paragraph, reference to the
first election of directors shall signify the first election of
directors following the election of directors at the annual
meeting or special meeting in lieu of the annual meeting of
stockholders at which this provision is adopted or, if not so
adopted, the annual meeting or special meeting in lieu of the
annual meeting next following the adoption of this provision. At
each annual election held thereafter, the directors chosen to
succeed those whose terms then expire shall be identified as
being of the same class as the directors they succeed. If for
any reason the number of directors in the various classes shall
not conform with the formula set forth in the preceding
paragraph, the board of directors may redesignate any director
into a different class in order that the balance of directors in
such classes shall conform thereto.
Newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the board
of directors resulting from death, retirement, resignation,
disability, removal or other cause shall be filled by a majority
vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which they have
been elected expires.
This provision cannot be amended, altered or repealed
without the approval of the holders of at least eighty percent of
the shares of all classes of stock of the corporation entitled to
vote for the election of directors, considered for purposes of
this provision as a single class.
This provision is subject to the rights of holders of the
Preferred Stock, the Convertible Preferred Stock and any other
class or series of preferred stock which may be created to elect
members of the board of directors of the corporation pursuant to
the provisions of these Restated Articles of Organization
applicable to each such class or series of preferred stock.
CERTAIN BUSINESS COMBINATIONS
(i) Except as set forth in part (ii) of this provision, the
affirmative vote or consent of the holders of at least eighty
percent of the shares of all classes of stock of the corporation
entitled to vote for the election of directors, considered for
purposes of this provision as one class, shall be required; (a)
for the adoption of any agreement for the merger or consolidation
of the corporation with or into any Other Corporation (as
hereinafter defined), (b) to authorize any sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially
all, of the assets of the corporation to any Other Corporation,
(c) to authorize the issuance or transfer by the corporation of
any Substantial Amount (as hereinafter defined) of securities of
the corporation in exchange for the securities or assets of any
Other Corporation or (d) to engage in any other transaction the
effect of which is to combine the assets and business of the
corporation with any Other Corporation. Such affirmative vote or
consent shall be in addition to whatever vote or consent of the
holders of the stock of the corporation may otherwise be required
by law, the Restated Articles of Organization of the corporation
or any agreement or contract to which the corporation shall be a
party.
(ii) The provisions of part (i) of this provision shall not
be applicable to any transaction described therein if such
transaction is approved by a resolution of the board of directors
of the corporation, provided that the directors voting in favor
of such resolution include a majority of the persons who were
duly elected and acting members of the board of directors prior
to the time any such Other Corporation became a Beneficial Owner
(as hereinafter defined) of ten percent or more of the shares of
stock of the corporation entitled to vote for the election of
directors. In considering such transaction, the board of
directors shall give due consideration to all relevant factors,
including without limitation the social and economic effect on
the employees, customers, suppliers and other constituents of the
corporation and on the communities in which the corporation and
its subsidiaries operate or are located.
(iii) the board of directors shall have the power and duty
to determine for the purposes of this provision, on the basis of
information known to such board, if and when any Other
Corporation is the Beneficial Owner of ten percent or more of the
outstanding shares of stock of the corporation entitled to vote
for the election of directors. Any such determination, if made
in good faith, shall be conclusive and binding for all purposes
of this provision.
(iv) As used in this provision, the following terms shall
have the meanings indicated:
"Other Corporation" means any person, firm, corporation
or other entity, other than a Subsidiary of the corporation,
which is the Beneficial Owner of ten percent or more of the
shares of stock of the corporation entitled to vote for the
election of directors.
"Subsidiary" means any corporation in which the
corporation owns, directly or indirectly, more than fifty
percent of the voting securites.
"Substantial Amount" means any securities of the
corporation having a then fair market value of more than
$500,000.
An Other Corporation (as defined above) shall be deemed to
be the "Beneficial Owner" of stock if such Other Corporation or
any "affiliate" or "associate" of such Other Corporation (as
those terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj as amended
from time to time), directly or indirectly, controls the voting
of such stock or has any options, warrants, conversion or other
rights to acquire such stock.
(v) This provision cannot be amended, altered or repealed
without the approval of the holders of at least eighty percent of
the shares of all classes of stock of the corporation entitled to
vote for the election of directors, considered for the purposes
of this provision as a single class.
We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to
the following articles None**
**The foregoing restated articles of organization have been
adopted to reflect the elimination of the Class A Common Stock
and its conversion into Common Stock in accordance with the terms
of the Class A Common Stock and, accordingly, effect no
amendments to the articles of organization. In accordance with
the terms of the Class A Common Stock and agreements among the
Company and the holders of the Class A Common Stock implementing
such terms, the Restrictions on Dividends Appplicable to the
Class A Common Stock terminated as of January 1, 1989 and each
share of Class A Common Stock was converted into and became a
share of Common Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 19th day of April in the year 1989.
Eugene P. Hart, President
Carol E. Elden, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 164, Section 8c)
I hereby approve the within
restated articles of
organization and, the filing
fee in the amount of $200.00
having been paid, said
articles are deemed to have
been filed with me this 20th
day of April, 1989.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Telephone:
Copy Mailed
[END OF RESTATED ARTICLES OF ORGANIZATION FORM]
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
FEDERAL IDENTIFICATION
NO. 04-1558100
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
-----------
We, Nickolas Stavropoulos, Vice President and Carol E. Elden,
Clerk of
Colonial Gas Company
(Name of Corporation)
located at 40 Market Street, Lowell, MA 01853
do hereby certify that at a meeting of the directors of the
corporation held on November 9, 1993, the following vote establishing
and designating a series of a class of stock and determining the
relative rights and preferences thereof was duly adopted.
VOTED, that pursuant to the authority vested in the Board of
Directors of this Company by Article Four of its Restated
Articles of Organization, a series of Class A Preferred Stock of
the Company be and it hereby is created, and the designations,
powers, preferences and rights of the shares of such series, and
the qualifications, limitations or restrictions thereof are as
follows:
1. Authorized Amount and Designation. The shares of such
series shall be designated as "Series A-1 Junior Participating
Preferred Stock" (the "Junior Preferred Stock"). The number of
shares constituting such series shall be 100,000 shares and the
par value shall be $25.00 per share. Such number of shares may
be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Junior Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Junior Preferred Stock.
2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Class A or Class B
(collectively, the "Preferred Stock") ranking prior and superior
to the Junior Preferred Stock with respect to dividends, the
holders of shares of Junior Preferred Stock, in preference to the
holders of Common Stock of the Company (the "Common Stock"), and
of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on
the first day of March, June, September and December in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Junior Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Junior Preferred Stock.
In the event the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of
Junior Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Company shall declare a dividend or distribution
on the Junior Preferred Stock as provided in paragraph (A) of
this Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Junior Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Junior
Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares
of Junior Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may
fix a record date for the determination of holders of shares of
Junior Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment
thereof.
3. Voting Rights. The holders of shares of Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter
set forth, each share of Junior Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Company. In the event the Company shall
at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Restated
Articles of Organization, in any other Resolution of the Board of
Directors of the Company creating a series of Preferred Stock, or
by law, the holders of shares of Junior Preferred Stock and the
holders of shares of Common Stock and any other capital stock of
the Company having general voting rights shall vote together as
one class on all matters submitted to a vote of stockholders of
the Company.
(C) Except as set forth herein or as otherwise provided
by law, holders of Junior Preferred Stock shall have no voting
rights.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Junior Preferred Stock outstanding shall have been paid
in full, the Company shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to
the Junior Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except dividends paid ratably on
the Junior Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Junior Preferred Stock, provided that the Company may at any time
redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Company ranking
junior (either as to dividends or upon dissolution, liquidation
or winding up) to the Junior Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for
consideration any shares of Junior Preferred Stock, or any shares
of stock ranking on a parity with the Junior Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under
paragraph (A) of this section 4 purchase or otherwise acquire
such shares at such time and in such manner.
5. Reacquired Shares. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Class A
Preferred Stock and may be reissued as part of a new series of
Class A Preferred Stock, subject to the conditions and
restrictions on issuance set forth herein, in the Restated
Articles of Organization, in any other Resolution of the Board of
Directors of the Company creating a series of Preferred Stock, or
as otherwise required by law.
6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of shares of Junior Preferred Stock
shall have received $100.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the
holders of shares of Junior Preferred Stock shall be entitled to
receive, to the extent greater than the foregoing, an aggregate
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or
(2) to the holders of shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except distributions made ratably
on the Junior Preferred Stock and all other such parity stock in
proportion of the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding
up. In the event the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of
shares of Junior Preferred Stock were entitled immediately prior
to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
7. Consolidation, Merger, etc. In case the Company shall
enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Junior Preferred
Stock shall at the same time be similarly exchanged or changed
into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Company
shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
8. Redemption. The shares of Junior Preferred Stock shall
not be redeemable.
9. Rank. The Junior Preferred Stock shall rank junior with
respect to the payment of dividends and the distribution of
assets to all series of the Company's Preferred Stock that
specifically provide that they shall rank prior to the Junior
Preferred Stock. Nothing herein shall preclude the Board from
creating any series of Preferred Stock ranking on a parity with
or prior to the Junior Preferred Stock as to the payment of
dividends or the distribution of assets.
10. Amendment. The Restated Articles of Organization of
the Company shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Junior Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Junior Preferred Stock, voting
together as a single series.
11. Fractional Shares. The Junior Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of the Junior
Preferred Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 23rd day of November in the year
1993.
Nickolas Stavropoulos, Vice President
Carole E. Elden, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of a Class of Stock
(General laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the
filing fee in the amount of $________
having been paid, said certificate is hereby filed
this _________ day of ___________, 19___.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Telephone
Copy Mailed
[END OF EXHIBIT 3a TO COLONIAL GAS COMPANY
FORM 10-K FOR TERM ENDING 12/31/93]
[EXHIBIT 3b TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Amended and effective 11/9/93
BY-LAWS
of
COLONIAL GAS COMPANY
ARTICLE I
SEAL AND FISCAL YEAR
The seal shall be circular in form with the name of the
corporation around the periphery and words and figures
"Incorporated 1849" within. The fiscal year shall commence
on January 1 of each year.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place. Meetings of the stockholders shall
be held at the principal office of the corporation in
Massachusetts or at such other place as may be named in the
call.
SECTION 2. Annual Meetings. The annual meeting of
the stockholders shall be held after the close of each
fiscal year on the third Wednesday of April if not a legal
holiday and, if a legal holiday, then on the next preceding
Wednesday not a legal holiday, or on such other date within
six months after the close of the fiscal year as the
Directors or an officer designated by the Directors shall
determine, and at such hour as may be named in the call. In
the event the annual meeting is not held on such date, a
special meeting in lieu of the annual meeting may be held
with all the force and effect of an annual meeting.
SECTION 3. Special Meetings. Special meetings of the
stockholders may be called by the chairman of the board of
directors, the president, a vice president or by the
directors, and shall be called by the clerk, or by any other
officer, upon written application of one or more
stockholders who hold at least 40% in interest of the
capital stock entitled to vote thereat.
SECTION 4. Notice. A written notice of the date,
place and hour of all meetings of stockholders stating the
purposes of the meeting shall be given by the clerk or an
assistant clerk (or by any other officer who is entitled to
call such a meeting) at least seven (7) days before the
meeting to each stockholder entitled to vote thereat and to
each stockholder who is entitled to such notice, by leaving
such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed
to such stockholder at his address as it appears in the
records of the corporation. Notwithstanding the foregoing,
in the case of any special meeting called upon the written
application of stockholders, such meeting shall be called
not less than sixty (60) days nor more than ninety (90) days
after such application is received by the corporation and
written notice thereof shall be given in accordance with the
preceding sentence at least twenty (20) days before the
meeting.
SECTION 5. Quorum. A majority in interest of all the
capital stock issued, outstanding and entitled to vote at a
meeting shall constitute a quorum, but a smaller number may
adjourn from time to time without further notice until a
quorum is secured.
SECTION 6. Voting. Stockholders entitled to vote
shall have one vote for each share of stock owned by them,
provided that the corporation shall not directly or
indirectly vote any share of its own stock. Stockholders
may vote in person or by proxy. Any elections of directors
by stockholders shall be by ballot if so requested by any
stockholder entitled to vote thereon. When a quorum is
present at any meeting, a majority in interest of the
capital stock represented thereat shall decide any question
brought before such meeting, unless the question is one upon
which by express provision of law or of the charter or of
these by-laws a larger or different vote is required, in
which case such express provision shall govern and control
the decision of such question.
SECTION 7. Action by Consent. Any action required or
permitted to be taken at any meeting of the stockholders may
be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the
written consents are filed with the records of the meetings
of stockholders. Such consents shall be treated for all
purposes as a vote at a meeting.
SECTION 8. Notification of Proposed Business. At any
meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the
meeting. To be brought properly before a meeting of
stockholders, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction
of the Board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other
applicable requirements for business to be brought properly
before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Clerk of the
corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal
executive offices of the corporation not less than sixty
(60) days nor more than ninety (90) days prior to the
meeting; provided, however, that (except as to an annual
meeting held on the date specified in these by-laws, such
date not having been changed since the last annual meeting),
if less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th
day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.
A stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the
meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of
shares of the corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the
stockholder in such business. Nothwithstanding anything in
the by-laws to the contrary, no business shall be conducted
at any meeting of stockholders except in accordance with the
procedures set forth in this section. The chairman of the
meeting may determine whether any business was properly
brought before the meeting in accordance with the provisions
of this section, and any such business not properly brought
before the meeting shall not be transacted.
ARTICLE III
OFFICERS AND DIRECTORS
SECTION 1. Enumeration. The corporation shall have a
board of not less than three nor more than fifteen
directors, except that whenever there shall be fewer than
three stockholders, the number of directors may be less than
three but in no event less than the number of stockholders.
The number of directors shall be fixed from time to time by
a majority of the members of the board of directors then in
office, and may be enlarged at any time (within the limits
above specified) by a majority of the members of the board
of directors then in office. The officers of the
corporation shall be a chairman of the board of directors, a
president, one or more vice presidents, a treasurer, a clerk
and such other officers as the directors may from time to
time appoint.
SECTION 2. Qualification. Directors and officers
need not be stockholders. The chairman of the board of
directors and the president shall be members of the board of
directors. Two or more offices may be held by the same
person. The clerk shall be a resident of Massachusetts
unless a resident agent shall have been appointed in the
manner set forth in the Massachusetts Business Corporation
Law.
SECTION 3. Election. The directors shall be elected
in the manner provided by the Restated Articles of
Organization as in effect from time to time. The directors
at their annual meeting in each year shall elect a chairman
of the board of directors, a president, one or more vice
presidents, a treasurer and a clerk, and may at any time
elect such officers as they shall determine. Except as
hereinafter provided, the president, the vice presidents,
the treasurer and the clerk shall hold office until the date
fixed in these by-laws for the next annual meeting of
stockholders and until their respective successors are
elected and qualified. Other officers shall serve at the
pleasure of the directors.
SECTION 4. Removal. Directors may be removed from
office at any time for cause by vote of a majority of the
directors then in office. No director of the corporation
shall be removed from his office as a director without cause
unless such removal is approved by the holders of at least
eighty percent of the shares of all classes of stock of the
corporation entitled to vote for the election of directors,
considered for purposes of this provision as a single class.
Officers elected or appointed by the directors may be
removed from their respective offices without cause by vote
of a majority of the directors then in office. A director
or officer may be removed for cause only after a reasonable
notice and opportunity to be heard before the body proposing
to remove him.
SECTION 5. Resignation. Resignations by officers or
directors shall be given in writing to the chairman of the
board of directors, the president, treasurer, clerk or
directors. Any member of any committee may resign by giving
written notice either as aforesaid or to the committee of
which he is a member or the chairman.
SECTION 6. Vacancies. Continuing directors may act
despite a vacancy in the board and shall for this purpose be
deemed to constitute the full board. Vacancies in the board
of directors shall be filled only in the manner provided by
the Restated Articles of Organization as in effect from time
to time. Vacancies in any other office may be filled by the
directors.
SECTION 7. Approval of Changes. No change in
Sections 1, 3, 4 or 6 of this Article III may be made unless
approved by the holders of at least eighty percent of the
shares of stock of the corporation then entitled to vote for
the election of directors.
SECTION 8. Notification of Nominations. Subject to
the rights of holders of any class or series of stock having
a preference over the common stock as to dividends or upon
liquidation to elect Directors under specified
circumstances, nominations for the election of Directors may
be made by the Board of Directors or a committee appointed
by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations
has been timely given to the Clerk of the corporation. To
be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of
the corporation not less than sixty (60) days nor more than
ninety (90) days prior to the meeting; provided, however,
that (except as to an annual meeting held on the date
specified in these by-laws, such date not having been
changed since the last annual meeting), if less than seventy
(70) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than
the close of business on the 10th day following the day on
which such notice of the date of the meeting was mailed or
such public disclosure was made. Each such notice shall set
forth (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons
to be nominated, (b) a representation that the stockholder
is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all
arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder, (d) such
other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, and (e) the consent of
each nominee to serve as a Director of the corporation if so
elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
ARTICLE IV
POWERS AND DUTIES OF DIRECTORS AND OFFICERS
SECTION 1. Directors. The business of the
corporation shall be managed by the directors, who may
exercise all such powers of the corporation as are not by
law, by the articles of organization or by the by-laws
required to be otherwise exercised. The directors may from
time to time to the extent permitted by law delegate any of
their powers to committees, officers, attorneys or agents of
the corporation, subject to such limitations as the
directors may impose. The directors shall have power to
determine what constitutes net earnings, profits and
surplus, respectively, what amount shall be reserved for
working capital and for any other purposes, and what amount
shall be declared as dividends, and such determination by
the directors shall be final and conclusive.
SECTION 2. Fees of Directors and Others. The board
of directors shall have power to fix and determine the fee
or fees to be paid members of the board of directors or of
any committee appointed by the directors or stockholders for
attendance at meetings of said directors or committees. Any
fees so fixed and determined by the board of directors shall
be subject to revision or amendment by the stockholders.
SECTION 3. Executive and Other Committees. The board
of directors may elect from their number an executive
committee of not less than three nor more than seven
members, which committee shall, when the board of directors
is not in session, have and exercise any or all of the
powers of the board of directors in the management of the
business and affairs of the corporation except as prohibited
by law and have power to authorize the seal of the
corporation to be affixed to all papers which may require
it. The executive committee shall report its action to the
board of directors. The executive committee may make rules
for notice, holding and conduct of the meetings and the
keeping of the records thereof.
The board of directors likewise may appoint from their
number or from the stockholders other committees from time
to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the
board of directors.
SECTION 4. Chairman of the Board. The chairman of
the board of directors shall be the senior officer of the
corporation. He shall preside over all meetings of the
stockholders and directors; he shall direct the policy of
the corporation; he shall have primary control of methods
and amounts of capital financing, and may define and
prescribe the duties of each officer or employee of the
corporation which are not fully prescribed by these by-laws
or by the resolutions of the board of directors. The board
of directors may permit a vacancy to exist in the office of
chairman of the board, in which event the duties and rights
herein prescribed for such chairman shall vest in the
president.
SECTION 5. President. The president shall be the
chief executive officer of the corporation and as such shall
have immediate supervision, direction and control of its
business and affairs, subject to the chairman of the board
of directors and, where specifically defined, to the board
of directors. In the absence of the chairman of the board
of directors, he shall preside at all meetings of the
directors and of the stockholders at which he is present,
and, in general, perform the functions of the chairman of
the board of directors in the latter's absence.
SECTION 6. Vice Presidents. Any vice president,
except as especially limited by vote of the board of
directors, shall perform the duties and have the powers of
the president during the absence or disability of the
president and shall have the power to sign all certificates
of stock, bonds, deeds and contracts of the corporation. He
shall perform such other duties and have such other powers
as the board of directors shall designate from time to time.
SECTION 7. Treasurer. The treasurer, subject to the
order of the board of directors, shall have the care and
custody of the money, funds, valuable papers and documents,
of the corporation (other than his own bond which shall be
in the custody of the president) and shall have and
exercise, under the supervision of the board of directors,
all the powers and duties commonly incident to his office,
and shall give bond in such form and with such sureties as
shall be required by the board of directors. He shall
deposit all funds of the corporation in such bank or banks,
trust company or trust companies or with such firm or firms
doing a banking business as the directors shall designate,
and shall have power to borrow in accordance with
authorizations of the board of directors given from time to
time, monies for the corporate needs of the company and to
cause to be issued as evidence thereof notes of the company.
He may endorse for deposit or collection all checks, notes,
etc., payble to the corporation or its order, may accept
drafts on behalf of the corporation and, together with the
president or a vice president, may sign certificates of
stock. He shall keep accurate books of account and records
of the corporation's transactions resulting from the
performance of his duties except where such books and/or
records are kept by some other person or persons pursuant to
instructions of the board of directors, all of which books
and records shall be the property of the corporation, and,
together with all its property in his possession, shall be
subject at all times to the inspection and control of the
board of directors. The treasurer shall hold his office
during the pleasure of the board of directors, and shall be
subject in every way to its orders.
All checks, drafts, notes or other instruments or
obligations for the payment of money shall be signed by the
president or treasurer or such other person as the board of
directors may from time to time designate. With the
exception of certificates of stock, bonds, and other
instruments that specifically require counter signature or
registration as the condition to their validity, such
checks, drafts, notes or other obligations need not be
countersigned or registered as a condition to their validity
by any other officer or person. Checks for the total amount
of any payroll may be drawn, in accordance with the
foregoing provisions and deposited in a special fund.
Checks upon this fund may be drawn by such person or persons
as the treasurer shall designate and need not be
countersigned.
The directors may appoint one or more assistant
treasurers with such powers and duties, including the powers
and duties of the treasurer as herein stated, as the
directors shall determine.
SECTION 8. Clerk. The clerk shall record all
proceedings of the stockholders, the directors and the
executive committee in a book or books to be kept therefor
and shall have custody of the seal of the corporation. In
his absence, an assistant clerk or a clerk pro tempore shall
perform his duties.
SECTION 9. Other Officers. Other officers shall have
such powers as may be designated from time to time by the
directors.
ARTICLE V
MEETINGS OF THE DIRECTORS
SECTION 1. Regular Meetings. Regular meetings may be
held at such times and places within or without the
Commonwealth of Massachusetts as the directors may fix. An
annual meeting shall be held in each year immediately after
and at the place of the meeting at which the board is
elected.
SECTION 2. Special Meetings. Special meetings may be
held at such times and places within or without the
Commonwealth of Massachusetts as may be determined by the
president, a vice president, the clerk, an assistant clerk
or three or more directors.
SECTION 3. Notice. No notice need be given for a
regular or annual meeting. Notice of special meetings,
stating the time and place thereof, shall be given by
mailing the same to each director or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting unless, in case of exigency, the chairman
of the board of directors or the president shall prescribe a
shorter notice to be given personally or by telephoning or
telegraphing each director at his residence or business
address. A notice or waiver of notice need not specify the
purpose of any special meeting. Notice of a meeting need
not be given to any director, if a written waiver of notice,
executed by him before or after the meeting, is filed with
the records of the meeting, or to any director who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him.
SECTION 4. Quorum. Three of the directors then in
office shall constitute a quorum, but a smaller number may
adjourn finally or from time to time without further notice
until a quorum is secured. If a quorum is present, a
majority of the directors present may take any action on
behalf of the board except to the extent that a larger
number is required by law or the articles of organization or
these by-laws.
SECTION 5. Action by Consent. Any action required or
permitted to be taken at any meeting of the directors may be
taken without a meeting if all the directors consent to the
action in writing and the written consents are filed with
the records of the meetings of directors. Such consents
shall be treated for all purposes as a vote at a meeting.
ARTICLE VI
CERTIFICATE OF STOCK
Every stockholder shall be entitled to a certificate
or certificates of the capital stock of the corporation in
such form as may be prescribed by the board of directors,
duly numbered and sealed with the corporate seal of the
corporation and setting forth the number and the class and
the designation of the series, if any, of shares to which
such stockholder is entitled. Such certificates shall be
signed by the president or a vice president and by the
treasurer or an assistant treasurer; except as otherwise
provided by law such signatures may be facsimile. The board
of directors may also appoint one or more transfer agents
and/or registrars for its stock of any class or classes and
may require stock certificates to be countersigned and/or
registered by one or more of such transfer agents and/or
registrars.
ARTICLE VII
STOCK AND TRANSFER BOOKS
The corporation shall keep in the Commonwealth of
Massachusetts at its principal office (or at an office of
its transfer agent or of its clerk or of its resident agent)
stock and transfer records, which shall contain the names of
all stockholders and the record address and the amount of
stock held by each. The corporation for all purposes may
conclusively presume that the registered holder of a stock
certificate is the absolute owner of the shares represented
thereby and that his record address is his proper address.
It shall be the duty of every stockholder to notify the
corporation of a change in his post office address. The
directors may fix in advance a time, which shall not be more
than sixty days before the date of any meeting of
stockholders or the date for the payment of any dividend or
the making of any distribution to stockholders or the last
day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice
of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution or the
right to give such consent or dissent, and in such case only
stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of
the corporation after the record date; or without fixing
such record date the directors may for any of such purposes
close the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are
not closed:
(1) The record date for determining stockholders
having the right to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given.
(2) The record date for determining stockholders for
any other purpose shall be at the close of business on the
day on which the board of directors acts with respect
thereto.
ARTICLE VIII
TRANSFER OF STOCK
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing
on the back of the certificate or by a written power of
attorney to sell, assign and transfer the same on the books
of the corporation, signed by the person appearing by the
certificate to be the owner of the shares represented
thereby, and shall be transferable on the books of the
corporation upon surrender thereof so assigned or endorsed.
ARTICLE IX
LOSS OF CERTIFICATES
In case of the loss, mutiliation or destruction of a
certificate of stock, a duplicate certificate may be issued
upon such terms as the directors shall prescribe.
ARTICLE X
SIGNATURE OF CHECKS
All checks drawn on bank accounts of the corporation
may be signed on its behalf provided in these by-laws or as
otherwise authorized from time to time by the directors.
ARTICLE XI
AMENDMENT OF BY-LAWS
The board of directors may make, amend or repeal the
by-laws in whole or in part, except with respect to any
provision thereof which by law, the articles of organization
or these by-laws requires action by the stockholders. These
by-laws also may be amended by vote of the holders of a
majority of the shares outstanding and entitled to vote.
ARTICLE XII
EMPLOYMENT CONTRACTS
The corporation may enter into employment contracts
authorized by the directors, and the provisions of such
contracts shall be valid in accordance with their terms
despite any inconsistent provision of these by-laws relating
to terms of officers and removal of officers with or without
cause.
ARTICLE XIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally
permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the
corporation or of any of its subsidiaries, or who at the
request of the corporation may serve or at any time has
served as a director, officer or trustee of, or in a similar
capacity with, another organization or an employee benefit
plan, against all expenses and liabilities (including
counsel fees, judgments, fines, excise taxes, penalties and
amounts payable in settlements) reasonably incurred by or
imposed upon such person in connection with any threatened,
pending or completed action, suit or other proceeding,
whether civil, criminal, administrative or investigative, in
which he may become involved by reason of his serving or
having served in such capacity (other than a proceeding
voluntarily initiated by such person unless he is successful
on the merits, the proceeding was authorized by the
corporation or the proceeding seeks a declaratory judgment
regarding his own conduct); provided that no indemnification
shall be provided for any such person with respect to any
matter as to which he shall have been finally adjudicated in
any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests
of the corporation or, to the extent such matter relates to
service with respect to any employee benefit plan, in the
best interests of the participants or beneficiaries of such
employee benefit plan; and provided, further, that as to any
matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the
corporation, which approval shall not unreasonably be
withheld, or by a court of competent jurisdiction. Such
indemnification shall include payment by the corporation of
expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this
article, which undertaking may be accepted without regard to
the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose
duties include service or responsibilities as a fiduciary
with respect to a subsidiary or other organization shall be
deemed to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation
if he acted in good faith in the reasonable belief that his
action was in the best interests of such subsidiary or
organization or of the participants or beneficiaries of, or
other persons with interests in, such subsidiary or
organization to whom he had a fiduciary duty.
Where indemnification hereunder requires authorization
or approval by the corporation, such authorization or
approval shall be conclusively deemed to have been obtained,
and in any case where a director of the corporation approves
the payment of indemnification, such director shall be
wholly protected, if:
(i) the payment has been approved or ratified (1) by
a majority vote of a quorum of the directors consisting of
persons who are not at that time parties to the proceeding,
(2) by a majority vote of a committee of two or more
directors who are not at that time parties to the proceeding
and are selected for this purpose by the full board (in
which selection directors who are parties may participate),
or (3) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to
the proceeding; or
(ii) the action is taken in reliance upon the opinion
of independent legal counsel (who may be counsel to the
corporation) appointed for the purpose by vote of the
directors or in the manner specified in clauses (1), (2) or
(3) of subparagraph (i); or
(iii) the payment is approved by a court of competent
jurisdiction; or
(iv) the directors have otherwise acted in accordance
with the standard of conduct set forth in the Massachusetts
Business Corporation Law.
Any indemnification or advance of expenses under this
article shall be paid promptly, and in any event within 30
days, after the receipt by the corporation of a written
request therefor from the person to be indemnified, unless
with respect to a claim for indemnification the corporation
shall have determined that the person is not entitled to
indemnification. If the corporation denies the request or
if payment is not made within such 30 day period, the person
seeking to be indemnified may at any time thereafter seek to
enforce his rights hereunder in a court of competent
jurisdiction and, if successful in whole or in part, he
shall be entitled also to indemnification for the expenses
of prosecuting such action. Unless otherwise provided by
law, the burden of proving that the person is not entitled
to indemnification shall be on the corporation.
The right of indemnification under this article shall
be a contract right inuring to the benefit of the directors,
officers and other persons entitled to be indemnified
hereunder and no amendment or repeal of this article shall
adversely affect any right of such director, officer or
other person existing at the time of such amendment or
repeal.
The indemnification provided hereunder shall inure to
the benefit of the heirs, executors and administrators of a
director, officer or other person entitled to
indemnification hereunder. The indemnification provided
hereunder may, to the extent authorized by the corporation,
apply to the directors, officers and other persons
associated with constituent corporations that have been
merged into or consolidated with the corporation who would
have been entitled to indemnification hereunder had they
served in such capacity with or at the request of the
corporation.
The right of indemnification under this article shall
be in addition to and not exclusive of all other rights to
which such director or officer or other person may be
entitled. Nothing contained in this article shall affect
any rights to indemnification to which employees or agents
of the corporation other than directors and officers and
other persons entitled to indemnification hereunder may be
entitled by contract or otherwise under law.
ARTICLE XIV
SHAREHOLDING, OFFICE HOLDING AND DEALINGS
BY DIRECTORS AND OFFICERS
No contract or other transaction of this corporation
with any other person, corporation, association, or
partnership shall be affected or invalidated by the fact
that (i) this corporation is a stockholder in such other
corporation, association or partnership; or (ii) any one or
more of the officers or directors of this corporation is an
officer, director or partner of such other corporation,
association or partnership, or (iii) any officer or director
of this corporation, individually or jointly with others, is
a party to or is interested in such contract or transaction.
Any director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
board of directors for the purpose of authorizing or
ratifying any such contract or transaction, and may vote
thereon, with like force and effect as if he were not so
interested or were not an officer, director or partner of
such other corporation, association or partnership.
ARTICLE XV
CONTROL SHARE ACQUISITIONS
SECTION 1. Application of Statute. The provisions of
chapter 110D of the Massachusetts General Laws, Regulation
of Control Share Acquisitions, shall not apply to control
share acquisitions of this corporation.
SECTION 2. Right to Redeem Control Shares. If the
provisions of chapter 110D of the Massachusetts General
Laws, Regulation of Control Share Acquisitions, shall at any
time apply to control share acquisitions of the corporation,
the corporation shall be authorized to redeem, at its option
but without requiring the agreement of the person who has
made a control share acquisition, all but not less than all
shares acquired in such control share acquisition under the
circumstances and pursuant to the provisions set forth in
section 6 of said chapter 110D, as amended from time to
time.
Definitions
The term "articles of organization" as used in these
by-laws shall have the same meaning as the term "articles of
organization" in section 1 of chapter 164 of the
Massachusetts General Laws.
[END OF EXHIBIT 10b TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10p TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
93003E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-E, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 11,577 MMBtu
Maximum Annual Transportation Quantity 3,125,790 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-E as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-E, nor less than the minimum rate under Rate
Schedule AFT-E.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-E, (b) Algonquin's Rate
Schedule AFT-E, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-E.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Point(s) of Receipt
set forth in Exhibit A of the service agreement, with the
Maximum Daily Receipt Obligation and the receipt pressure
obligation indicated for each such Point of Receipt.
Natural gas to be received by Algonquin for the account of
Customer hereunder may also be received at the outlet side
of any other measuring station on the Algonquin system,
subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-E.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Point of
Delivery.
Natural gas to be delivered by Algonquin for the account of
Customer hereunder may also be delivered at the outlet side
of any other measuring station on the Algonquin system,
subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-E.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under
Rate Schedule F-1 dated November 1, 1984
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas
Company (Customer) concerning Point(s) of Receipt.
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Hanover, NJ (TETCO) 4,415 At any pressure
requested by
Algonquin but not
in excess of 750
Psig.
Lambertville, NJ 7,162 At any pressure
requested by
Algonquin but not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas
Company (Customer) concerning Point(s) of Delivery.
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side
of meter station
located at:
Bourne, MA 7,124 200
Sagamore, MA 7,327 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBT 10p TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10q TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
93203
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of June 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 1,951 MMBtu
Maximum Annual Transportation Quantity 712,115 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 0l853
Attn.: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule F-2 dated July 30, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Colonial
Gas Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 1,951 At any pressure requested
by Algonquin not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas
Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet
side of meter
station located at:
Bourne, MA 650 200
Sagamore, MA 1,301 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10q TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10r TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
93303
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 577 MMBtu
Maximum Annual Transportation Quantity 210,605 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule F-3 dated July 30, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Colonial Gas Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Centerville, NJ 577 At any pressure
requested by
Algonquin not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Colonial Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side
of meter station
located at:
Bourne, MA 192 200
Sagamore, MA 385 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10r TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10s TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
93402
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 7,918 MMBtu
Maximum Annual Transportation Quantity 2,890,070 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 01853
Attn: Mr. John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule F-4 dated August 29, 1988.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 7,918 At any pressure requested
by Algonquin but not
in excess of 750
Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side
of meter station
located at:
Bourne, MA 2,573 200
Sagamore, MA 5,345 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10s TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10t TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
9W002E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-E, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 4,886 MMBtu
Maximum Annual Transportation Quantity 293,160 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-E as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-E, nor less than the minimum rate under Rate
Schedule AFT-E.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-E, (b) Algonquin's Rate
Schedule AFT-E, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-E.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Point(s) of Receipt
set forth in Exhibit A of the service agreement, with the
Maximum Daily Receipt Obligation and the receipt pressure
obligation indicated for each such Point of Receipt. Natural
gas to be received by Algonquin for the account of Customer
hereunder may also be received at the outlet side of any
other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-E.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Point of
Delivery.
Natural gas to be delivered by Algonquin for the account of
Customer hereunder may also be delivered at the outlet side
of any other measuring station on the Algonquin system,
subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-E.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(a) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under
Rate Schedule WS-1 dated November 1, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas
Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation ReceipT Pressure
Receipt (MMBtu) (Psig)
Hanover, NJ (TETCO) 3,028 At any Pressure
requested by
Algonquin not in
excess of 750 Psig.
Lambertville, NJ 1,858 At any Pressure
requested by
Algonquin not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas
Company (Customer) concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side of
meter stations located
at:
Bourne, MA 4,580 200
Sagamore, MA 4,886 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10t TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10u TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
9S100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 972 MMBtu
Maximum Annual Transportation Quantity 100,000 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule SS-III dated September 25, 1986, to the extent
it provides for 972 MMBtu of Storage Demand.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company
(Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 985 At any pressure
requested by Algonquin
not in excess of
750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
Bourne, MA 325 200
Sagamore, MA 647 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10u TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10v TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
9B101
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of June, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily TransportationQuantity 3,000 MMBtu
Maximum Annual Transportation Quantity 700,000 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including October 31, 2012
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P. O. Box 3064
Lowell, MA 0l853
Attn.: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule STB dated November 1, 1984, to the extent it
provides for 3,000 MMBtu of Storage Demand.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Colonial
Gas Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 3,016 At any pressure
requested by Algonquin
not in excess
of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: June 1, 1993
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Colonial
Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side
of the meter station
located at:
Bourne, MA 1,000 200
Sagamore, MA 2,000 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
[END OF EXHIBIT 10v TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10w TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 800288
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 1st day
of June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule CDS, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline
shall deliver to those points on Pipeline's system as specified
in Article IV herein or available to Customer pursuant to Section
14 of the General Terms and Conditions (hereinafter referred to
as Point(s) of Delivery), for Customer's account, as requested
for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 10,415 dth
Subject to variances as may be permitted by Sections 2.4 of
Rate Schedule CDS or the General Terms and Conditions, Customer
shall deliver to Pipeline and Pipeline shall receive, for
Customer's account, at those points on Pipeline's system as
specified in Article IV herein or available to Customer pursuant
to Section 14 of the General Terms and Conditions (hereinafter
referred to as Point(s) of Receipt) daily quantities of gas equal
to the daily quantities delivered to Customer pursuant to this
Service Agreement up to Customer's MDQ, plus Applicable Shrinkage
as specified in the General Terms and Conditions.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity
of gas in excess of the applicable Maximum Daily Receipt
Obligation (MDRO), plus Applicable Shrinkage, but shall not
receive in the aggregate at all Points of Receipt on any day a
quantity of gas in excess of the applicable MDQ, plus Applicable
Shrinkage. Pipeline shall not be obligated to, but may at its
discretion, deliver at any Point of Delivery on any day a
quantity of gas in excess of the applicable Maximum Daily
Delivery Obligation (MDDO), but shall not deliver in the
aggregate at all Points of Delivery on any day a quantity of gas
in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions
and limitations hereof, Rate Schedule CDS and the General Terms
and Conditions, Pipeline shall deliver within the Access Area
under this and all other service agreements under Rate Schedules
CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational
Segment Capacity Entitlements scheduled to meet Customer's MDQ,
for Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
Any portions of this Service Agreement necessary to correct
or cash-out imbalances under this Service Agreement as required
by the General Terms and Conditions of Pipeline's FERC Gas
Tariff, Volume No. 1, shall survive the other parts of this
Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule CDS and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule CDS as filed with the Federal Energy Regulatory
Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right
to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule CDS, (b) Pipeline's
Rate Schedule CDS pursuant to which service hereunder is rendered
or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule CDS. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P.O. Box 3064
40 Market Street
Lowell, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
NONE
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents,
Vice Presidents or other duly authorized agents and their respec
tive corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST: Robert W. Reed, Secretary
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST: Phyllis G. Semenchuk
EXHBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
None
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M1 to M3 10,415
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 10,415 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ HUNTERDON, NOT TO EXCEED
CO., NJ 750 PSIG
71078 ALGONQUIN- 9,418 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NH BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79513 SS-1 STORAGE 2,372 N/A N/A N/A N/A
POINT 04/01-10/31
2,372
11/01-03/31
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations at each of the Points of Delivery described above, including
Pipeline's maximum daily delivery obligation under this and all other firm
Service Agreements existing between Pipeline and Customer, shall in no event
exceed the following:
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
No. 3 2,372
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE CDS BETWEEN TEXAS EASTERN TRANSMISSION COPRORATION
("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED
JUNE 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM STX TO M1-TGC: 295
FROM ETX TO M1-24: 1,256
FROM ETX TO M1-TXG: 447
FROM WLA TO M1-TXG: 136
FROM WLA TO M1-TGC: 295
FROM ELA TO M1-30: 8,155
FROM M1-24 TO M2-24: 1,256
FROM M1-30 TO M2-30: 8,155
FROM M1-TXG TO M2-TXG: 583
FROM M1-TGC TO M2-TGC: 591
FROM M2 TO M3: 10,415
EXHIBIT C (Continued)
COLONIAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
FROM M1-24 TO M2-24: 1,256
FROM M1-30 TO M2-30: 8,155
FROM M1-TXG TO M2-TXG: 583
FROM M1-TGC TO M2-TGC: 591
FROM M2 TO M3: 10,415
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT C DATED:_____________
[END OF EXHBIT 10w TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10x TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 800313
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective June
1, 1993, subject to certain conditions set forth in the April 22,
1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made
its final Order No. 636 service elections on May 3, 1993 pursuant
to the April 22, 1993 order and Pipeline filed revised tariff
sheets to become effective June 1, 1993 in compliance with the
April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and Federal
Energy Regulatory Commission orders issued in Docket No. RS92-28,
is assigning its firm service rights on Pipeline directly to its
customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 7,918 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon years prior
written notice to the other specifying a termination date of any
year occurring on or after the expiration of the primary term.
Subject to Section 22 of Pipeline's General Terms and Conditions
and without prejudice to such rights, this Service Agreement may
be terminated at any time by Pipeline in the event Customer fails
to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty (30) days after
payment is due; provided, Pipeline gives thirty (30) days prior
written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder
and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-1. Notwithstanding the foregoing, Customer
does not agree that Pipeline shall have the unilateral right
without the consent of Customer subsequent to the execution of
this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
NONE
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
None
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M1 to M3 7,918
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 7,918 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ, NOT TO EXCEED
HUNTERDON CO., NJ 750 PSIG
71078 ALGONQUIN- 7,918 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NJ BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79513 SS-1 STORAGE 2,372 N/A N/A N/A N/A
POINT 04/01-10/31
2,372
11/01-03/31
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
No. 3 2,372
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED
JUNE 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM STX TO M1-TGC: 255
FROM ETX TO M1-24: 954
FROM ETX TO M1-TXG: 340
FROM WLA TO M1-TXG: 103
FROM WLA TO M1-TGC: 225
FROM ELA TO M1-30: 6,200
FROM M1-24 TO M2-24: 954
FROM M1-30 TO M2-30: 6,200
FROM M1-TXG TO M2-TXG: 443
FROM M1-TGC TO M2-TGC: 449
FROM M2 TO M3: 7,918
EXHIBIT C (Continued)
COLONIAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
FROM M1-24 TO M2-24: 954
FROM M1-30 TO M2-30: 6,200
FROM M1-TXG TO M2-TXG: 443
FROM M1-TGC TO MW-TGC: 449
FROM M2 TO M3: 7,918
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERCEDES EXHIBIT C DATED:_____________
[END OF EXHBIT 10x TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10y TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
Contract #: 331800
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-8
This Service Agreement, made and entered into this 1st day
of June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule FTS-8, Pipeline agrees to deliver on
a firm basis for Customer's account quantities of gas up to the
following quantity:
Maximum Daily Quantity (MDQ) 985 dth
Pipeline shall receive for Customer's account, at the
Customer Point(s), for transportation hereunder daily quantities
of gas up to Customer's MDQ, plus Applicable Shrinkage. Pipeline
shall transport and deliver for Customer's account, at the CNG
Point(s), such daily quantities tendered up to such Customer's
MDQ.
Pipeline shall receive for Customer's account, at the CNG
Point(s), for transportation hereunder daily quantities of gas up
to Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at the Customer
Point(s), such daily quantities tendered up to such Customer's
MDQ.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity
of gas in excess of the applicable Maximum Daily Receipt
Obligation (MDRO), plus Applicable Shrinkage, but shall not
receive in the aggregate at all Points of Receipt on any day a
quantity of gas in excess of the applicable MDQ, plus Applicable
Shrinkage, as specified in the executed service agreement.
Pipeline shall not be obligated to, but may at its discretion,
deliver at any Point of Delivery on any day a quantity of gas in
excess of the applicable Maximum Daily Delivery Obligation
(MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable
MDQ, as specified in the executed service agreement.
ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall become effective on June 1,
1993, and shall continue in force and effect until March 31,
2006, and from year to year thereafter unless terminated by
either party upon twenty-four months' prior written notice.
Subject to Section 22 of Pipeline's General Terms and Conditions
and without prejudice to such rights, this Service Agreement may
be terminated at any time by Pipeline in the event Customer fails
to pay part or all of the amount of any bill for service
hereunder and such failure continues for thirty (30) days after
payment is due; provided, Pipeline gives thirty (30) days prior
written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill. Notwithstanding
the foregoing, service shall not be terminated unless and until
Pipeline has received abandonment authority pursuant to Section 7
of the Natural Gas Act. Customer shall have the right to oppose
Pipeline's application to the Federal Energy Regulatory
Commission, or any successor agency, for such abandonment
authority. For the 120 days following termination of this
Service Agreement, Pipeline shall utilize its best efforts to
provide Customer with such additional interruptible
transportation service, to be provided pursuant to Rate Schedule
IT-1 or successor of Rate Schedule IT-1, as is necessary for
Customer to withdraw and receive delivery of all gas remaining in
storage pursuant to CNG's Rate Schedule GSS.
Any portions of this Service Agreement necessary to correct
or cash-out imbalances under this Service Agreement as required
by the General Terms and Conditions of Pipeline's FERC Gas
Tariff, Volume No. 1, shall survive the other parts of this
Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FTS-8 and
of the General Terms and Conditions of Pipeline's FERC Gas Tariff
on file with the Federal Energy Regulatory Commission, all of
which are by this reference made a part hereof.
Customer shall pay Pipeline for, all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule FTS-8 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
Pipeline shall have the right from time to time, by the
filing of a revised rate schedule, to increase or decrease the
rates, to change the form of the applicable rate schedule and to
take such other and further action with respect thereto without
further consent by Customer and such changes in rates and other
changes shall become the Rate Schedule and Terms and Conditions
under which the gas shall be transported hereunder. Customer
shall have the right to oppose any of the foregoing and to
request reduction in rates to the extent that Customer is legally
permitted to do so under the Natural Gas Act.
ARTICLE IV
CUSTOMER POINT(S) AND CNG POINT(S)
Natural gas to be received by Pipeline for Customer's
account for service hereunder shall be received on the outlet
side of the measuring station at or near the following designated
Customer Point(s) or CNG Point(s), and natural gas to be
delivered by Pipeline for Customer's account hereunder shall be
delivered at the outlet side of the measuring stations at or near
the following designated CNG Point(s) or Customer Point(s), in
accordance with the Maximum Daily Receipt Obligation (MDRO) plus
Applicable Shrinkage, Maximum Daily Delivery Obligation (MDDO),
receipt and delivery pressure obligations and measurement
responsibilities indicated below for each:
Customer Maximum Daily Pressure Measurement
Point Obligation Obligation Responsibilities
1. In Hunterdon County, 985 dth As requested Pipeline
New Jersey, and by Customer,
designated by Pipeline not to exceed
as Measuring Station 750 psig.
70087
2. In Morris County, New 985 dth As requested Pipeline
Jersey, and designated by Customer,
by Pipeline as not to exceed
Measuring Station 750 psig.
71078 Pipeline
3. AGT - Colonial Gas 0 N/A N/A
Company for nomination
purposes only
79821
Maximum
Daily Pressure Measurement
CNG Point Obligation Obligation Responsibilities
1. In Noble County, 0 dth 1/ At such pressure Pipeline
Ohio, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70450 Maximum Allowable
Operating Pressure.
2. In Monroe County, 0 dth 1/ At such pressure Pipeline
Ohio, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70471 Maximum Allowable
Operating
Pressure.
3. In Monroe County, 0 dth 1/ At such pressure CNG Transmission
Ohio, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70983 Maximum Allowable
Operating Pressure.
4. In Monroe County, 0 dth 1/ At such pressure Pipeline
Ohio, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70004 Maximum Allowable
Operating Pressure.
5. In Marshall County, 0 dth 1/ At such pressure Pipeline
West Virginia, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70372 Maximum Allowable
Operating Pressure.
6. In Greene County, 515 dth 1/ At such pressure Pipeline
Pennsylvania, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
75037 Maximum Allowable
Operating Pressure.
7. In Somerset County, 515 dth 1/ At such pressure Pipeline
Pennsylvania, and 515 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
70051 Maximum Allowable
Operating Pressure.
8. In Westmoreland 515 dth 1/ At such pressure CNG Transmission
County, 515 dth 2/ existing in
Pennsylvania, and Pipeline's
designated by facilities not
Pipeline as to exceed the
Measuring Station Maximum Allowable
75082 Operating Pressure.
9. In Clinton County, 470 dth 1/ At such pressure CNG Transmission
Pennsylvania, and 470 dth 2/ existing in
designated by Pipeline's
Pipeline as facilities not
Measuring Station to exceed the
75931 Maximum Allowable
Operating Pressure.
1/ for receipt by Pipeline for Customer's account
2/ for delivery by Pipeline for Customer's account
provided, however, that Pipeline's maximum daily receipt
obligation shall not exceed 515 dth in the aggregate at CNG
Points (6), (7) and (8) above;
further provided, however, that Pipeline's maximum daily delivery
obligation shall not exceed 515 dth in the aggregate at CNG
Points (1) through (8) above;
further provided, however, receipt of gas by Pipeline for
Customer's account at Customer Point(s) shall be accomplished
solely by the displacement of gas quantities otherwise
deliverable to Customer by Pipeline pursuant to other contractual
arrangements between Pipeline and Customer, and which quantities
shall be billed by Pipeline and paid by Customer as if such
deliveries in fact occurred pursuant to the relevant contractual
arrangements;
further provided, however, that until changed by a subsequent
Agreement between Pipeline and Customer, Pipeline's aggregate
maximum daily delivery obligations at each of the Customer Points
described above, including Pipeline's maximum daily delivery
obligations under this and all other Service Agreements existing
between Pipeline and Customer, shall in no event exceed the
following:
Aggregate Maximum
Customer Point Daily Delivery Obligation
No. 1 21,318 dth
No. 2 9,418 dth
and provided further that Pipeline shall have no obligation to
deliver natural gas designated as MDQ at any Customer Point other
than that listed below:
Customer Point
Measuring Station 70087, Hunterdon County, New Jersey
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certi-fied,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P.O. Box 3064
40 Market Street
Lowell, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
None
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents,
Vice Presidents or other duly authorized agents and their respec
tive corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By Diane T. Tom
Vice President
ATTEST:
Robert W. Reed, Secretary
COLONIAL GAS COMPANY
By John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuck
[END OF EXHIBIT 10y TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
[EXHIBIT 10z TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
Contract #: 331700
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-7
This Service Agreement, made and entered into this 1st day
of June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY herein called "Customer", whether one or
more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule FTS-7, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FTS-7, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to Customer's
MDQ. Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 3,016 dth
Pipeline shall receive for Customer's account, at the
Customer Point(s), for transportation hereunder daily quantities
of gas up to Customer's MDQ, plus Applicable Shrinkage. Pipeline
shall transport and deliver for Customer's account, at the CNG
Point(s), such daily quantities tendered up to such Customer's
MDQ.
Pipeline shall receive for Customer's account, at the CNG
Point(s), for transportation hereunder daily quantities of gas up
to Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at the Customer
Point(s), such daily quantities tendered up to such Customer's
MDQ.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity
of gas in excess of the applicable Maximum Daily Receipt
Obligation (MDRO), plus Applicable Shrinkage, but shall not
receive in the aggregate at all Points of Receipt on any day a
quantity of gas in excess of the applicable MDQ, plus Applicable
Shrinkage, as specified in the executed service agreement.
Pipeline shall not be obligated to, but may at its discretion,
deliver at any Point of Delivery on any day a quantity of gas in
excess of the applicable Maximum Daily Delivery Obligation
(MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable
MDQ, as specified in the executed service agreement.
ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall become effective on June 1,
1993, and shall continue in force and effect until April 15, 2000
and from year to year thereafter unless terminated by either
party upon twenty-four months' prior written notice. Subject to
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be
terminated at any time by Pipeline in the event Customer fails to
pay part or all of the amount of any bill for service hereunder
and such failure continues for thirty (30) days after payment is
due; provided, Pipeline gives thirty (30) days prior written
notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of
termination, Customer either pays such outstanding bill or
furnishes a good and sufficient surety bond guaranteeing payment
to Pipeline of such outstanding bill. Notwithstanding the
foregoing, service shall not be terminated unless and until
Pipeline has received abandonment authority pursuant to Section 7
of the Natural Gas Act. Customer shall have the right to oppose
Pipeline's application to the Federal Energy Regulatory
Commission, or any successor agency, for such abandonment
authority. For the 120 days following termination of this
Service Agreement, Pipeline shall utilize its best efforts to
provide Customer with such additional interruptible
transportation service, to be provided pursuant to Rate Schedule
IT-1 or successor of Rate Schedule IT-1, as is necessary for
Customer to withdraw and receive delivery of all gas remaining in
storage pursuant to CNG's Rate Schedule GSS.
Any portions of this Service Agreement necessary to correct
or cash-out imbalances under this Service Agreement as required
by the General Terms and Conditions of Pipeline's FERC Gas
Tariff, Volume No. 1, shall survive the other parts of this
Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FTS-7 and
of the General Terms and Conditions of Pipeline's FERC Gas Tariff
on file with the Federal Energy Regulatory Commission, all of
which are by this reference made a part hereof.
Customer shall pay Pipeline for, all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule FTS-7 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
Pipeline shall have the right from time to time, by the
filing of a revised rate schedule, to increase or decrease the
rates, to change the form of the applicable rate schedule and to
take such other and further action with respect thereto without
further consent by Customer and such changes in rates and other
changes shall become the Rate Schedule and Terms and Conditions
under which the gas shall be transported hereunder. Customer
shall have the right to oppose any of the foregoing and to
request reduction in rates to the extent that Customer is legally
permitted to do so under the Natural Gas Act.
ARTICLE IV
CUSTOMER POINT(S) AND CNG POINT(S)
Natural gas to be received by Pipeline for Customer's
account for service hereunder shall be received on the outlet
side of the measuring station at or near the following designated
Customer Point(s) or CNG Point(s), and natural gas to be
delivered by Pipeline for Customer's account hereunder shall be
delivered at the outlet side of the measuring stations at or near
the following designated CNG Point(s) or Customer Point(s), in
accordance with the Maximum Daily Receipt Obligation (MDRO) plus
Applicable Shrinkage, Maximum Daily Delivery Obligation (MDDO),
receipt and delivery pressure obligations and measurement
responsibilities indicated below for each:
Maximum Measurement
Daily Pressure Responsi-
Customer Point Obligation Obligation bilities
1. In Hunterdon 3016 dth As requested by Pipeline
County, NJ, and Customer not to
designated by exceed 750 psig
Pipeline as
Measuring
Station 70087
2. In Morris 3016 dth As requested by Pipeline
County, NJ, and Customer not to
designated by exceed 750 psig
Pipeline as
Measuring
Station 71078
3. AGT - Colonial 0 N/A N/A
Gas Company for
nomination
purposes only
79821
Maximum Measurement
Daily Pressure Responsi-
CNG Point Obligation Obligation bilities
1. In Westmoreland 3016 dth At such pressure Pipeline
County, PA, and necessary to enter
designated by Pipeline's
Pipeline as facilities not to
Measuring exceed the Maximum
Station 75082 Allowable Operating
Pressure
2. In Clinton 0 dth At such pressure CNG Transmission
County, PA, and necessary to enter
designated by Pipeline's
Pipeline as facilities not to
Measuring exceed the Maximum
Station 75931 Allowable Operating
Pressure
provided, however, receipt of gas by Pipeline for Customer's
account at Customer Point(s) shall be accomplished solely by the
displacement of gas quantities otherwise deliverable to Customer
by Pipeline pursuant to other contractual arrangements between
Pipeline and Customer, and which quantities shall be billed by
Pipeline and paid by Customer as if such deliveries in fact
occurred pursuant to the relevant contractual arrangements;
further provided, however, that until changed by a subsequent
Agreement between Pipeline and Customer, Pipeline's aggregate
maximum daily delivery obligations at each of the Customer Points
described above, including Pipeline's maximum daily delivery
obligations under this and all other firm Service Agreements
existing between Pipeline and Customer, shall in no event exceed
the following:
Customer Aggregate Maximum
Point Daily Delivery Obligation
No. 1 21,318 dth
No. 2 9,418 dth
and provided further that Pipeline shall have no obligation to
deliver natural gas designated as MDQ at any Customer Point other
than that listed below:
Customer Point
Measuring Station 70087, Hunterdon County, New Jersey
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P. O. BOX 3064
40 Market Street
Lowell, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
None
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents,
Vice Presidents or other duly authorized agents and their respec
tive corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By Diane T. Tom
Vice President
ATTEST: Robert W. Reed, Secretary
COLONIAL GAS COMPANY
By John P. Harrington
Vice President, Gas Supply
ATTEST: Phyllis G. Semenchuck
[END OF EXHIBIT 10z TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
[EXHIBIT 10aa TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 800289
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective June
1, 1993, subject to certain conditions set forth in the April 22,
1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made
its final Order No. 636 service elections on May 3, 1993 pursuant
to the April 22, 1993 order and Pipeline filed revised tariff
sheets to become effective June 1, 1993 in compliance with the
April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and Federal
Energy Regulatory Commission orders issued in Docket No. RS92-28,
is assigning its firm service rights on Pipeline directly to its
customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 1,951 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2009 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder
and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-1. Notwithstanding the foregoing, Customer
does not agree that Pipeline shall have the unilateral right
without the consent of Customer subsequent to the execution of
this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
NONE
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
75931 LEIDY STORAGE 1,951 dth CNG CNG CNG
FIELD, POTTER
CO., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M3 to M3 1,951
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 1,951 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ, NOT TO EXCEED
HUNTERDON CO., NJ 750 PSIG
71078 ALGONQUIN- 1,951 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NJ BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
[END OF EXHIBIT 10aa TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10bb TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 400142
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer," whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and
store for Customer's account quantities of natural gas up to the
following quantity:
Maximum Daily Injection Quantity (MDIQ) 677 dth
Maximum Storage Quantity (MSQ) 131,686 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 1,115 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule SS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage, and
to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule SS-1, including but not limited to
Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 04/30/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule SS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule SS-1, (b) Pipeline's
Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule SS-1. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDIQ, MSQ and MDWQ specified in Article I, to change the
term of the service agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change
the Point(s) of Delivery specified in Article IV, or to change
the firm character of the service hereunder. Pipeline agrees
that Customer may protest or contest the aforementioned filings,
and Customer does not waive any rights it may have with respect
to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "SS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, at Customer's request
any positive or negative variance between scheduled deliveries
and actual deliveries on any day at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into or withdrawn from storage for
Customer's account. In addition to accepting gas for storage
injection at the SS-1 Storage Point, Pipeline will accept gas
tendered at points of interconnection between Pipeline and third
party facilities at Oakford and Leidy Storage Fields provided
that such receipt does not result in Customer tendering aggregate
quantities for storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas
shall be specified in Exhibit A of the executed service
agreement.
Exhibit A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the General Terms and Conditions. Customer agrees that in the
event Customer tenders for service hereunder and Pipeline agrees
to accept natural gas which does not comply with Pipeline's
quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to
comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below: NONE
IN WITNESS WHEREOF, the Parties hereto have caused
this Service Agreement to be signed by their respective
Presidents, Vice Presidents, or other duly authorized
agents and their respective corporate seals to be
hereto affixed and attested by their respective
Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 1,115 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ, NOT TO EXCEED
HUNTERDON CO., NJ 750 PSIG
71078 ALGONQUIN- 1,115 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NJ BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT A, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________________
[END OF EXHIBIT 10bb TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10cc TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 400144
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer," whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and
store for Customer's account quantities of natural gas up to the
following quantity:
Maximum Daily Injection Quantity (MDIQ) 1,351 dth
Maximum Storage Quantity (MSQ) 262,860 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 4,381 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule SS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage, and
to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule SS-1, including but not limited to
Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 04/30/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule SS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule SS-1, (b) Pipeline's
Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule SS-1. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDIQ, MSQ and MDWQ specified in Article I, to change the
term of the service agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change
the Point(s) of Delivery specified in Article IV, or to change
the firm character of the service hereunder. Pipeline agrees
that Customer may protest or contest the aforementioned filings,
and Customer does not waive any rights it may have with respect
to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "SS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, at Customer's request
any positive or negative variance between scheduled deliveries
and actual deliveries on any day at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into or withdrawn from storage for
Customer's account. In addition to accepting gas for storage
injection at the SS-1 Storage Point, Pipeline will accept gas
tendered at points of interconnection between Pipeline and third
party facilities at Oakford and Leidy Storage Fields provided
that such receipt does not result in Customer tendering aggregate
quantities for storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas
shall be specified in Exhibit A of the executed service
agreement.
Exhibit A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the General Terms and Conditions. Customer agrees that in the
event Customer tenders for service hereunder and Pipeline agrees
to accept natural gas which does not comply with Pipeline's
quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to
comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
NONE
IN WITNESS WHEREOF, the Parties hereto have caused
this Service Agreement to be signed by their respective
Presidents, Vice Presidents, or other duly authorized
agents and their respective corporate seals to be
hereto affixed and attested by their respective
Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 1,881 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ, NOT TO EXCEED
HUNTERDON CO., NJ 750 PSIG
71078 ALGONQUIN- 2,500 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NH BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT A, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________________
[END OF EXHIBIT 10cc TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10dd TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 400143
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer," whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and
store for Customer's account quantities of natural gas up to the
following quantity:
Maximum Daily Injection Quantity (MDIQ) 344 dth
Maximum Storage Quantity (MSQ) 66,850 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 955 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule SS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage, and
to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule SS-1, including but not limited to
Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 04/30/2013 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule SS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule SS-1, (b) Pipeline's
Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule SS-1. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDIQ, MSQ and MDWQ specified in Article I, to change the
term of the service agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change
the Point(s) of Delivery specified in Article IV, or to change
the firm character of the service hereunder. Pipeline agrees
that Customer may protest or contest the aforementioned filings,
and Customer does not waive any rights it may have with respect
to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "SS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, at Customer's request
any positive or negative variance between scheduled deliveries
and actual deliveries on any day at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into or withdrawn from storage for
Customer's account. In addition to accepting gas for storage
injection at the SS-1 Storage Point, Pipeline will accept gas
tendered at points of interconnection between Pipeline and third
party facilities at Oakford and Leidy Storage Fields provided
that such receipt does not result in Customer tendering aggregate
quantities for storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas
shall be specified in Exhibit A of the executed service
agreement.
Exhibit A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the General Terms and Conditions. Customer agrees that in the
event Customer tenders for service hereunder and Pipeline agrees
to accept natural gas which does not comply with Pipeline's
quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to
comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below: NONE
IN WITNESS WHEREOF, the Parties hereto have caused
this Service Agreement to be signed by their respective
Presidents, Vice Presidents, or other duly authorized
agents and their respective corporate seals to be
hereto affixed and attested by their respective
Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
71078 ALGONQUIN- 955 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NJ BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT A, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 9,418
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________________
[END OF EXHIBIT 10dd TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10ee TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
Contract # .6428
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of June, 1993, by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as "Seller," first party,
and COLONIAL GAS COMPANY, hereinafter referred to as "Buyer,"
second party,
WITNESSETH
WHEREAS, pursuant to the requirements of Order Nos. 636, 636-A
and 636-B, issued by the Federal Energy Regulatory Commission,
Algonquin Gas Transmission Company ("Algonquin") has assigned to
several of its customers upstream capacity previously provided
under Seller's Rate Schedule X-284; and
WHEREAS, upon the effective date of the Agreement, the
contractual arrangement between Algonquin and Seller is terminated
and abandonment of service under Rate Schedule X-284 is automatically
authorized; and
WHEREAS, Buyer has been assigned a portion of Algonquin's
capacity previously provided under Rate Schedule X-284, and agrees
to such assignment and assumes, in part, Algonquin's obligations
pursuant to the Service Agreement and Seller's FT Rate Schedule
of Vol. 1 of its FERC Gas Tariff; and
WHEREAS, Seller will provide Incremental Leidy Line Annual
Firm Transportation service hereunder to Buyer pursuant to the Seller's
blanket certificate authorization and Rate Schedule FT for that portion
of assigned capacity designated hereinbelow.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement
and of Seller's Rate Schedule FT, Buyer agrees to deliver or
cause to be delivered to Seller gas for transportation and Seller
agrees to receive, transport and redeliver natural gas to Buyer
or for the account of Buyer, on a firm basis, up to the dekatherm
equivalent of a Transportation Contract Quantity ("TCQ") of 557
Mcf per day.
2. Transportation service rendered hereunder shall not be
subject to curtailment or interruption except as provided in
Section 11 of the General Terms and Conditions of Seller's FERC
Gas Tariff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the
point(s) of receipt hereunder at a pressure sufficient to allow
the gas to enter Seller's pipeline system at the varying
pressures that may exist in such system from time to time;
provided, however, the pressure of the gas delivered or caused to
be delivered by Buyer shall not exceed the maximum operating
pressure(s) of Seller's pipeline system at such point (s) of
receipt. In the event the maximum operating pressure(s) of
Seller's pipeline system, at the point(s) of receipt hereunder,
is from time to time increased or decreased, then the maximum
allowable pressure(s) of the gas delivered or caused to be
delivered by Buyer to Seller at the point(s) of receipt shall be
correspondingly increased or decreased upon written notification
of Seller to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this agreement shall be:
Point of Receipt
Interconnection between the facilities
of National Fuel and Seller at Wharton
in Potter County, Pennsylvania.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of
Buyer the gas transported hereunder at the following
point(s) of delivery at a pressure(s) of:
Point of Delivery Pressure
Existing Centerville point Prevailing pressure
of interconnect between in Seller's pipeline
Algonquin Gas Transmission system not to exceed
Company and Seller located 750 psig
in Somerset County,
New Jersey
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of June 1, 1993
and shall remain in force and effect until 8:00 a.m. Eastern
Standard Time June 1, 2008 and thereafter until terminated
by Seller or Buyer upon at least one year prior written
notice; provided, however, this agreement shall terminate
immediately and, subject to the receipt of necessary
authorizations, if any, Seller may discontinue service
hereunder if (a) Buyer, in Seller's reasonable judgment
fails to demonstrate credit worthiness, and (b) Buyer fails
to provide adequate security in accordance with Section 8.3
of Seller's Rate Schedule FT. As set forth in Section 8 of
Article II of Seller's August 7, 1989 revised Stipulation
and Agreement in Docket Nos. RP88-68 et.al., (a) pregranted
abandonment under Section 284.221(d) of the Commission's
Regulations shall not apply to any long term conversions
from firm sales service to transportation service under
Seller's Rate Schedule FT and (b) Seller shall not exercise
its right to terminate this service agreement as it applies
to transportation service resulting from conversions from
firm sales service so long as Buyer is willing to pay rates
no less favorable than Seller is otherwise able to collect
from third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered
to Buyer hereunder in accordance with Seller's Rate Schedule
FT and the applicable provisions of the General Terms and
Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be
legally amended or superseded from time to time. Such Rate
Schedule and General Terms and Conditions are by this
reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas
that Buyer delivers or causes to be delivered to Seller
shall include the quantity of gas retained by Seller for
applicable compressor fuel, line loss make-up (and injection
fuel under Seller's Rate Schedule GSS, if applicable) in
providing the transportation service hereunder, which
quantity may be changed from time to time and which will be
specified in the currently effective Sheet No. 44 of Volume
No. 1 of this Tariff which relates to service under this
agreement and which is incorporated herein.
3. In addition to the applicable charges for firm
transportation service pursuant to Section 3 of Seller's
Rate Schedule FT, Buyer shall reimburse Seller for any and
all filing fees incurred as a result of Buyer's request for
service under Seller's Rate Schedule FT, to the extent such
fees are imposed upon Seller by the Federal Energy
Regulatory Commission or any successor governmental
authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the
effective date hereof the following contract(s):
Algonquin/Transcontinental Gas Pipe Line
Corporation former X-284 Agreement, dated November
1, 1985; specifically for that portion of capacity
provided in Article I above.
2. No waiver by either party of any one or more
defaults by the other in the performance of any provisions
of this agreement shall operate or be construed as a waiver
of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this
agreement shall be in accordance with the laws of the State
of Texas, without recourse to the law governing conflict of
laws, and to all present and future valid laws with respect
to the subject matter, including present and future orders,
rules and regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective
successors and assigns.
5. Notices to either party shall be in writing and
shall be considered as duly delivered when mailed to the
other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P.O. Box 1396
Houston, Texas 77251
Attention: Customer Service, Northern Market
Area
(b) If to Buyer:
Colonial Gas Company
P.O. Box 3064
40 Market Street
Lowell, MA 01853
Attention: Mr. John P. Harrington
Such addresses may be changed from time to time by mailing
appropriate notice thereof to the other party by certified
or registered mail.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed by their respective officers or
representatives thereunto duly authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By Thomas E. Skains
Senior Vice President
Transportation and Customer Services
COLONIAL GAS COMPANY
By John P. Harrington
Vice President, Gas Supply
May 27, 1993
[END OF EXHIBIT 10ee TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
[EXHIBIT 10ff TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 330869
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective June
1, 1993, subject to certain conditions set forth in the April 22,
1993 order; and
WHEREAS, Customer made its final Order No. 636 service elections
on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline
filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 2,222 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder
and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-1. Notwithstanding the foregoing, Customer
does not agree that Pipeline shall have the unilateral right
without the consent of Customer subsequent to the execution of
this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
Service Agreement(s) dated, 12/19/1991 between Pipeline and
Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's
Contract No. 200211).
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
79923 COMPRESSOR 2,222 dth TETCO TETCO CNG
STATION 23 TRANS
FRANKLIN CO., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M3 to M3 2,222 dth
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 2,222 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY ALGONQUIN TRAN TRAN
NJ, PROVIDED HOW-
HUNTERDON CO., NJ EVER, THE
MAXIMUM DELIVERY
PRESSURE SHALL
NOT EXCEED 750
POUNDS PER SQUARE
INCH GAUGE
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
[END OF EXHIBIT 10ff TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10gg TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
FIRM GAS TRANSPORTATION SERVICE AGREEMENT Rate Schedule FTS
PURSUANT TO SECTION 284, SUBPART "G" or "B" Option SCO Yes [ ]
between KOCH GATEWAY PIPELINE COMPANY, as KGPC, and No [X]
COLONIAL GAS COMPANY, as CUSTOMER
Reference No.: 9580 Contract No.: 16247 Contract Date: December 1, 1993
CUSTOMER CUSTOMER Billing: Primary Term: 3 yrs.
Correspondence:
COLONIAL GAS COMPANY COLONIAL GAS COMPANY Beginning 7:00 A.M. on
40 Market Street 40 Market Street December 1, 1993
Lowell, MA 01852 Lowell, MA 01852 Thru 7:00 A.M. on October 31,
1996
Attn: John P. Attn: John P.
Harrington Harrington
Telephone No. Telephone No. Contract
(508)458-3177 x3440 (508)458-3177 x3440 Maximum Daily Quantity (MDQ)
Fax No. Fax No. 3,310 MMBtu
(508) 459-2314 (508) 459-2314 Contract Rate Type: IV
KGPC's Customer Telephone No. (800)890-0205 Fax No. (713)229-4624
Service Dept:
CUSTOMER's Dispatcher: Telephone No. (508)458-3177 Fax No. (508)459-2314
Joseph P. Murphy x3439
Primary Receipt Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT A --------
(Additional Primary Receipt Points may be continued on
Exhibit A which is hereby incorporated by reference)
Primary Delivery Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT B --------
(Additional Primary Delivery Points may be continued on
Exhibit B which is hereby incorporated by reference)
(ALL POINTS ARE AVAILABLE AS SUPPLEMENTAL RECEIPT AND DELIVERY
POINTS UP TO THE CONTRACT MDQ)
Special Service hereunder is provided pursuant to Section 284
Provisions: either Subpart G or B. Please indicate below as appropriate:
Subpart G [X] Service hereunder is subject to Section 284.223, Title
18, of the Code of Federal Regulations and may not exceed
one hundred twenty (120) days unless the transportation
arrangement herein provided has been authorized under the
prior notice procedures of Section 157.205 of the Code of
Federal Regulations, or
Subpart B [ ] Service hereunder is subject to Section 284.101, Title
18, of the Code of Federal Regulations, and CUSTOMER must
execute Exhibit C and the affidavits attached thereto,
all of which are hereby incorporated by reference and made
a part of this Agreement.
THE STANDARD TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE ARE
INCORPORATED HEREIN BY REFERENCE. IF YOU ARE IN AGREEMENT WITH THE
FOREGOING, PLEASE INDICATE IN THE SPACE PROVIDED BELOW.
KGPC Signature:
Name: R. A. Gafvert Title: President Date:
CUSTOMER Signature:
Name: John P. Harrington Title: Vice President- Date:
Gas Supply
STANDARD TERMS & CONDITIONS
1. CONDITIONS OF SERVICE: Services provided hereunder are subject to
and governed by the applicable rate schedule and the General Terms and
Conditions of KGPC's current tariff, as may be revised from time to
time, or any effective superseding tariff (Tariff) on file with the
Federal Energy Regulatory Commission (FERC). The Tariff is incorporated
by reference. In the event of any conflict between this Agreement and
the Tariff, the Tariff shall govern as to the conflict. KGPC shall have
the right to interrupt service under this Agreement to the extent
permitted by the Tariff.
2. TRANSPORTATION QUANTITY: CUSTOMER may deliver or cause to be delivered
to KGPC at the firm Primary Receipt Point(s) and Supplemental receipt
point(s) and KGPC agrees to accept, at such point(s) for transporta-
tion, daily quantities of natural gas up to the Contract MDQ. KGPC
shall redeliver Equivalent Quantities, as defined in the Tariff, to
CUSTOMER at firm Primary Delivery Points provided herein, and at
Supplemental delivery points as may be determined from time to time.
Should CUSTOMER desire a change in the Contract MDQ, CUSTOMER shall
notify KGPC in writing of the amount of the increase or decrease and
of the date CUSTOMER desires the change to become effective. If KGPC
advises it is not agreeable to the changed quantities of gas requested
in CUSTOMER's notice, the Contract MDQ shall remain unchanged. KGPC
shall review CUSTOMER's request within thirty (30) days subject to the
Tariff. Nothing herein shall require KGPC to install equipment or
facilities.
3. QUALITY AND PRESSURE: The gas received and delivered hereunder shall
be merchantable and of a quality sufficient to meet the Tariff
standards. Gas delivered to KGPC shall be at a delivery pressure
adequate to enter KGPC's facilities and such pressure shall not
exceed the Maximum Allowable Operating Pressure.
4. TERM: This Agreement shall become effective as of 7:00 A.M. on the
beginning Primary Term Date and continue as stated on the face hereof
and month to month thereafter.
5. TERMINATION: Subject to Section 30 of the General Terms and Conditions
of the Tariff, either party may cancel this Agreement effective as of
the end of the Primary Term or any succeeding one (1) month period
by giving written notice to the other at least thirty (30) days prior
to the date on which cancellation is requested. Termination of this
Agreement shall not relieve KGPC and CUSTOMER of the obligation to
correct any volume imbalances, or CUSTOMER to pay money due to KGPC
or KGPC to pay money due to CUSTOMER.
6. TRANSPORTATION CHARGES: CUSTOMER shall be obligated to pay KGPC
monthly for the service provided under this Agreement. CUSTOMER
shall pay KGPC for any transportation of liquid hydrocarbons and
liquefiables. CUSTOMER shall also pay KGPC a Fuel and Company Used
Gas allowance in-kind pursuant to the Tariff. Unless otherwise agreed
to by KGPC and CUSTOMER, charges hereunder will be the maximum rates
specified in the FTS Rate Schedule and/or the FTS Rate Sheet of the
Tariff. KGPC may from time to time elect in writing to collect a
rate lower than that specified in the FTS Rate Schedule of the Tariff.
KGPC shall have no obligation to make refunds to CUSTOMER unless the
maximum rate ultimately established by the FERC for the service covered
hereby is less than the rate paid by CUSTOMER.
7. PAYMENTS: Payment shall be made in compliance with the Tariff.
Payments by check shall be made to the remittance address indicated
on KGPC's invoice. Payment by wire transfer shall be to a bank account
designated by KGPC.
8. WAIVER: No waiver by either party of any one or more defaults by
the other in the performance of any provisions of this Agreement shall
operate or be construed as a waiver of any future default(s), whether
of a like or different character.
9. APPLICABLE LAW: THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE
STATE OF TEXAS, THE PARTIES AGREE THAT TEXAS' CHOICE OF LAW RULES MAY
NOT BE USED TO DIRECT OR DETERMINE THAT SOME OTHER STATES' LAW SHALL
GOVERN A DISPUTE ARISING UNDER THIS AGREEMENT.
10. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the respective heirs, representatives,
successors and assigns of the parties hereto. Except as provided
in the General Terms and Conditions of the Tariff, neither party may
assign, pledge or otherwise transfer or convey its rights, obligations
or interests hereunder for any purpose without the prior written
consent of the other party, which consent shall not unreasonably be
withheld. Any assignment, pledge, transfer or conveyance in breach of
this provision is voidable by the non-breaching party.
11. FILINGS: Each party shall make and diligently prosecute, all
necessary filings with governmental bodies as may be required for the
initiation and continuation of the transportation service subject to
this Agreement, as well as inform and, upon request, provide copies to
the other party of all filing activities. CUSTOMER shall reimburse
KGPC for all incurred filing fees. KGPC shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (i) the filed rates and charges applicable under
this Rate Schedule, including both the level and design of such rates
and charges; and/or (ii) this Rate Schedule and the General Terms and
Conditions. Customer shall have the right to protest or contest the
aforementioned filings.
12. NOTICES: Routine communications shall be considered delivered when
received by ordinary mail. Communications concerning scheduling,
curtailments, and changes in nominations shall be made via U-NITE or by
fax in the event of failure of KGPC's or the Customer's electronic
communication system. CUSTOMER's Dispatcher on the face hereof shall be
the recipient on a twenty-four (24) hour basis of all notices regarding
scheduling, curtailments, and changes in nominations. Either party
shall immediately notify the other of any changes of the designated
individuals or addresses herein.
All Administration Notices and Accounting Matters:
Koch Gateway Pipeline Company
P. O. Box 1478
Houston, Texas 77251-1478
Attention: Customer Service
Master Contract No.: 16247
EXHIBIT A
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
DECEMBER 01, 1993
RECEIPT POINT(S)
Point(s) of Receipt:
Gas shall be tendered by Customer for transportation hereunder at the
following receipt point(s):
Gathering Charges and
SLN Location Description Maximum Daily Quantity
(A) (B)
10144 The existing interconnection between $.0000 3,310
Transporter and Natural Gas Pipeline Co. of
America near Goodrich, Augustin Viesca, A-77,
Polk County, Texas. SLN 10144/671
Service Agreement MDQ -------
Aggregate Firm Receipt Point MDQ 3,310
=======
Maximum Operating Pressure
Maximum Allowable Operating Pressure (MAOP) is the maximum pressure (psig)
at which a pipeline or segment of a pipeline may be operated according to
federal safety standards defined in Part 192, Title 49, Code of Federal
Regulations or such safety standards, as may be applicable.
Delivery Pressure
Natural gas to be delivered by Customer to Pipeline at any receipt point(s)
shall be at a delivery pressure sufficient to enter Pipeline's facilities,
at a pressure available in Pipeline's facilities in from time to time; but
Customer shall not deliver gas at a pressure in excess of the Maximum
Allowable Operating Pressure (MAOP).
Column Headings
(A) Gathering Charge per MMBtu
(B) Maximum Daily Quantity in MMBtu
END OF EXHIBIT A
26158:0131t
Master Contract No.: 16247
EXHIBIT B
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
DECEMBER 01, 1993
RECEIPT POINT(S)
Point(s) of Receipt:
Gas shall be tendered by Shipper for transportation hereunder at the
following point(s):
Pipeline Charges and
SLN Location Description Maximum Daily Quantity
(A) (B) (C) (D)
2471 The existing interconnection $6.9200 $.0053 $.0025 3,310
between Transporter and Texas Eastern
Transmission Corporation near
Kosciusko, (UGPL to TET), Section 14,
T-13-N, R-7-E, Attala County,
Mississippi. SLN 2471
Service Agreement MDQ -------
Aggregate Firm Receipt Point MDQ 3,310
=======
Shipper shall initially pay the amounts listed above, however, such amounts
are subject to change pursuant to Article VI of this Service Agreement
without the need for this Exhibit B to be amended.
Delivery Pressure
Natural gas to be taken by Shipper from Transporter Delivery Point(s)
shall be at a pressure sufficient to satisfy the pressure requirement
of Texan Eastern at the Delivery Point(s), but not to exceed Koch
Gateway Pipeline Company's Maximum Allowable Operating Pressure (MAOP).
Column Headings
(A) Reservaition Charge per MMBtu
(B) Commodity Rate per MMBtu
(C) Annual Charage Adjustment (ACA)
(D) Maximum Daily Quantity in MMBtu
END OF EXHIBIT B
26159:0132t
[END OF EXHIBIT 10gg TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
[EXHIBIT 10hh TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 330916
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective June
1, 1993, subject to certain conditions set forth in the April 22,
1993 order; and
WHEREAS, Customer made its final Order No. 636 service elections
on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline
filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 52 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder
and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-1. Notwithstanding the foregoing, Customer
does not agree that Pipeline shall have the unilateral right
without the consent of Customer subsequent to the execution of
this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
Service Agreement(s) dated, 01/13/1993 between Pipeline and
Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's
Contract No. 200417).
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
72822 CNG, N. Summit 52 dth TETCO TETCO CNG
Storage Fayette
Co., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M2 to M3 52
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 52 AT ANY TX EAST TX EAST ALGONQUIN
LAMBERTVILLE PRESSURE TRAN TRAN
NJ, REQUESTED BY
HUNTERDON CO., NJ CUSTOMER,
PROVIDED, HOWEVER,
THE MAXIMUM
DELIVERY PRESSURE
SHALL NOT EXCEED
750 POUNDS PER
SQUARE INCH
GAUGE
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION COPRORATION
("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED
JUNE 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM M2 TO M3: 52
EXHIBIT C (Continued)
COLONIAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
FROM M2 TO M3: 52
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT C DATED:_____________
[END OF EXHIBIT 10hh TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10ii TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 330211
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective June
1, 1993, subject to certain conditions set forth in the April 22,
1993 order; and
WHEREAS, Customer made its final Order No. 636 service elections
on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline
filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 52 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 10/31/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. Subject to Section 22 of Pipeline's General Terms and
Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days
after payment is due; provided, Pipeline gives thirty (30) days
prior written notice to Customer of such termination and provided
further such termination shall not be effective if, prior to the
date of termination, Customer either pays such outstanding bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder
and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-1. Notwithstanding the foregoing, Customer
does not agree that Pipeline shall have the unilateral right
without the consent of Customer subsequent to the execution of
this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
Service Agreement(s) dated, 12/19/1991 between Pipeline and
Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's
Contract No. 200211).
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
72822 CNG, N. Summit 52 dth TETCO TETCO CNG
Storage Fayette
Co., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M2 to M3 52
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 52 AT ANY TX EAST TX EAST ALGONQUIN
LAMBERTVILLE PRESSURE TRAN TRAN
NJ, REQUESTED BY
HUNTERDON CO., NJ CUSTOMER,
PROVIDED, HOWEVER,
THE MAXIMUM
DELIVERY PRESSURE
SHALL NOT EXCEED
750 POUNDS PER
SQUARE INCH GAUGE
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED
JUNE 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM M2 TO M3: 52
EXHIBIT C (Continued)
COLONIAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
FROM M2 TO M3: 52
SIGNED FOR IDENTIFICATION:
CUSTOMER: John P. Harrington
SUPERCEDES EXHIBIT C DATED:_________________
[END OF EXHIBIT 10ii TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10jj TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
933003
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE PSS-T)
This Agreement ("Agreement") is made and entered into this 1st day of
August, 1993, by and between Algonquin Gas Transmission Company, a
Delaware Corporation (herein called "Algonquin"), and Colonial Gas
Company a Massachusetts Corporation (herein called "Customer" whether
one or more persons).
WHEREAS, Algonquin and Customer entered into a Service Agreement
dated April 2, 1990 for service under Rate Schedule PSS-T; and
WHEREAS, Algonquin applied for authority to institute new service
agreements under Rate Schedule PSS-T as part of its compliance filing
under FERC Order No. 636 in Docket No. RS92-28-000; and
WHEREAS, the Federal Energy Regulatory Commission approved
Algonquin's compliance filing in Docket No. RS92-28-000 by orders dated
February 11, 1993 and May 13, 1993; and
WHEREAS, Algonquin and Customer agree to execute a superseding
service agreement under Rate Schedule PSS-T to conform with the terms
approved in the Commission's orders in Docket No. RS92-28-000;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of
Algonquin's Rate Schedule PSS-T, Algonquin agrees to receive from or
for the account of Customer for transportation on a firm basis
quantities of natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall not tender
without the prior consent of Algonquin, at any Point of Receipt on
any day a quantity of natural gas in excess of the applicable
Maximum Daily Receipt Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or
in any year a cumulative quantity of natural gas, without the prior
consent of Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity 2,222 MMBtu
Maximum Annual Transportation Quantity 811,030 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of
Customer at the Point(s) of Delivery and Customer agrees to accept
or cause acceptance of delivery of the quantity received by
Algonquin on any day, less the Fuel Reimbursement Quantities;
provided, however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural gas in excess
of the applicable Maximum Daily Delivery Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth
hereinabove and shall continue in effect for a term ending March 31,
2012 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one
year or more prior to the end of the Primary Term or any successive
term thereafter. Algonquin's right to cancel this Agreement upon
the expiration of the Primary Term hereof or any succeeding term
shall be subject to Customer's rights pursuant to Section 8 of the
General Terms and Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the
event Customer fails to pay part or all of the amount of any bill
for service hereunder and such failure continues for thirty days
after payment is due; provided Algonquin gives ten days prior
written notice to Customer of such termination and provided further
such termination shall not be effective if, prior to the date of
termination, Customer either pays such outstanding bill or furnishes
a good and sufficient surety bond guaranteeing payment to Algonquin
of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed
bill if Customer complies with the billing dispute procedure
currently on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and
for the availability of such service under Algonquin's Rate Schedule
PSS-T as filed with the Federal Energy Regulatory Commission and as
the same may be hereafter revised or changed.
3.2 This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of Algonquin's
applicable rate schedules and of Algonquin's General Terms and
Conditions on file with the Federal Energy Regulatory Commission, or
other duly constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate schedules and
General Terms and Conditions are by this reference made a part
hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Algonquin's Rate Schedule PSS-T, (b) Algonquin's Rate
Schedule PSS-T, pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to
Rate Schedule PSS-T. Algonquin agrees that Customer may protest or
contest the aforementioned filings, or may seek authorization from
duly constituted regulatory authorities for such adjustment of
Algonquin's existing FERC Gas Tariff as may be found necessary to
assure that the provisions in (a), (b), or (c) above are just and
reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer
hereunder shall be received at the outlet side of the measuring
station(s) at or near the Point(s) of Receipt set forth in Exhibit A of
the service agreement, with the Maximum Daily Receipt Obligation and the
receipt pressure obligation indicated for each such Point of Receipt.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer
hereunder shall be delivered on the outlet side of the measuring
station(s) at or near the Point(s) of Delivery set forth in Exhibit B of
the service agreement, with the Maximum Daily Delivery Obligation and
the delivery pressure obligation indicated for each such Point of
Delivery.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Algonquin's FERC Gas Tariff, any notice, request,
demand, statement, bill or payment provided for in this Agreement, or
any notice which any party may desire to give to the other, shall be in
writing and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post office address of
the parties hereto, as the case may be, as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by formal written
notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in
accordance with the laws of the Commonwealth of Massachusetts, excluding
conflicts of law principles that would require the application of the
laws of a different jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under Rate Schedule
PSS-T dated April 2, 1990.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective agents thereunto duly authorized, the day and
year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: August 1, 1993
To the Service Agreement under Rate Schedule PSS-T between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Receipt
Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 2,222 At any Pressure requested
by Algonquin not in excess
of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit A Dated ____________________________
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE PSS-T)
Exhibit B
Point(s) of Delivery
Dated: August 1, 1993
To the Service Agreement under Rate Schedule PSS-T between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Delivery
Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
Bourne, MA 766 200
Sagamore, MA 1,456 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit B Dated ____________________________
[END OF EXHIBIT 10jj TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10kk TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
9227
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-2)
This Agreement ("Agreement"), made and entered into this
1st day August, 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin") and Colonial Gas Company, a Massachusetts
Corporation (herein called "Customer" whether one or more
persons).
WHEREAS, Algonquin and Customer entered into a Service
Agreement dated July 24, 1992 for service under Rate
Schedule AFT-2; and
WHEREAS, Algonquin applied for authority to institute new
service agreements under Rate Schedule AFT-2 as part of its
compliance filing under FERC Order No. 636 in Docket No.
RS92-28-000; and
WHEREAS, the Federal Energy Regulatory Commission
approved Algonquin's compliance filing in Docket No. RS92-28-
000 by orders dated February 11, 1993 and May 13, 1993; and
WHEREAS, Algonquin and Customer agree to execute a
superseding service agreement under Rate Schedule AFT-2 to
conform with the terms approved in the Commission's orders
in Docket No. RS92-28-000;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, the parties do agree
as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-2, Algonquin agrees
to receive from or for the account of Customer for
transportation on a firm basis quantities of natural gas
tendered by Customer any day at the Point(s) of Receipt;
provided, however, Customer shall not tender, without
the prior consent of Algonquin, at any Point of Receipt
on any day a quantity of natural gas in excess of the
applicable Maximum Daily Receipt Obligation for such
Point of Receipt plus the applicable Fuel Reimbursement
Quantity; and provided further, that Customer shall not
tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the
prior consent of Algonquin, in excess of the following
quantities of natural gas plus the applicable Fuel
Reimbursement Quantities:
Maximum Daily Transportation Quantity 3,948 MMBtu
Maximum Annual Transportation Quantity 1,441,020 MMBtu
The above quantities are based on a Fuel Reimbursement
Percentage of 1.3%. Fuel Reimbursement will vary from
time to time. A decrease or increase in the daily Fuel
Reimbursement Quantity will result in an equal increase
or decrease, respectively, in the Maximum Daily
Transportation Quantity ("MDTQ") for all purposes other
than the computation of the Reservation Charge under
Section 3.2(a) of Rate Schedule AFT-2. Any such fuel-
related increase or decrease in MDTQ shall be reflected
proportionately in the Maximum Annual Transportation
Quantity.
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set
forth hereinabove and shall continue in effect for a
term ending twenty (20) years from November 1, 1993
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Section 8 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by Algonquin
in the event Customer fails to pay part or all of the
amount of any bill for service hereunder and such
failure continues for thirty days after payment is due;
provided Algonquin gives ten days prior written notice
to Customer of such termination and provided further
such termination shall not be effective if, prior to the
date of termination, Customer either pays such
outstanding bill or furnishes a good and sufficient
surety bond guaranteeing payment to Algonquin of such
outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of
a disputed bill if Customer complies with the billing
dispute procedure currently on file in Algonquin's
tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service under
Algonquin's Rate Schedule AFT-2 as filed with the
Federal Energy Regulatory Commission and as the same may
be hereafter revised or changed.
3.2 This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of Algonquin's
General Terms and Conditions on file with the Federal
Energy Regulatory Commission, or other duly constituted
authorities having jurisdiction, and as the same may be
legally amended or superseded, which rate schedules and
General Terms and Conditions are by this reference made
a part hereof.
3.3 Customer agrees that Algonquin shall have the unilateral
right to file with the appropriate regulatory authority
and make changes effective in (a) the rates and charges
applicable to service pursuant to Algonquin's Rate
Schedule AFT-2, (b) Algonquin's Rate Schedule AFT-2,
pursuant to which service hereunder is rendered or (c)
any provision of the General Terms and Conditions
applicable to Rate Schedule AFT-2. Algonquin agrees
that Customer may protest or contest the aforementioned
filings, or may seek authorization from duly constituted
regulatory authorities for such adjustment of
Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b) or
(c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Point(s) of Receipt
set forth in Exhibit A of the service agreement, with the
Maximum Daily Receipt Obligation and the receipt pressure
obligation indicated for each such Point of Receipt.
ARTICLE V
POINT(S) OF DELIVERY
Natural Gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Point(s) of Delivery
set forth in Exhibit B of the service agreement, with the
Maximum Daily Delivery Obligation and the delivery pressure
obligation indicated for each such Point of Delivery.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to other, shall be in writing and
shall be considered as duly delivered when mailed by
registered, certified or regular mail to the post office
address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b)Customer: Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under
Rate Schedule AFT-2 dated July 24, 1992.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-2 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Receipt
Maximum Daily Maximum
Point of Receipt Obligation Receipt
Pressure
Receipt (MMBtu) (Psig)
Mendon, MA 3,948 At any pressure
requested by
Algonquin not in
excess of 750
Psig.
Above quantities are based on a Fuel Reimbursement
Percentage of 1.3%. Fuel reimbursement will vary from time
to time. A decrease or increase in the Fuel Reimbursement
Quantity will result in an equal increase or decrease,
respectively, in the aggregate Maximum Daily Receipt
Obligation.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit A Dated ____________________________
9227
Exhibit B
Point(s) of Delivery
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-2 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Delivery
Maximum Daily Minimum
Point of Delivery Obligation Delivery
Pressure
Delivery (MMBtu) Psig)
Sagamore, MA 3,948 200
Bourne, MA 3,948 200
Algonquin's Maximum Daily Delivery Obligation for the
Sagamore and Bourne delivery points under this Agreement for
service under Rate Schedule AFT-2 shall not exceed a
combined daily total of 3,948 MMBtu.
Above quantities are based on a Fuel Reimbursement
Percentage of 1.3%. Fuel reimbursement will vary from time
to time. A decrease or increase in the Fuel Reimbursement
Quantity will result in an equal increase or decrease,
respectively, in the aggregate Maximum Daily Delivery
Obligation.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit B Dated ____________________________
[END OF EXHIBIT 10kk TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
92100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this 1st day of
August, 1993, by and between Algonquin Gas Transmission Company, a
Delaware Corporation (herein called "Algonquin"), and Colonial Gas
Company, a Massachusetts Corporation (herein called "Customer" whether
one or more persons).
WHEREAS, Algonquin and Customer entered into a Service Agreement
dated December 19, 1991 for service under Rate Schedule AFT-1; and
WHEREAS, Algonquin applied for authority to institute new service
agreements under Rate Schedule AFT-1 as part of its compliance filing
under FERC Order No. 636 in Docket No. RS92-28-000; and
WHEREAS, the Federal Energy Regulatory Commission approved
Algonquin's compliance filing in Docket No. RS92-28-000 by orders dated
February 11, 1993 and May 13, 1993; and
WHEREAS, Algonquin and Customer agree to execute a superseding
service agreement under Rate Schedule AFT-1 to conform with the terms
approved in the Commission's orders in Docket No. RS92-28-000;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of
Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or
for the account of Customer for transportation on a firm basis
quantities of natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall not tender
without the prior consent of Algonquin, at any Point of Receipt on
any day a quantity of natural gas in excess of the applicable
Maximum Daily Receipt Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or
in any year a cumulative quantity of natural gas, without the prior
consent of Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity 104 MMBtu
Maximum Annual Transportation Quantity 37,960 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of
Customer at the Point(s) of Delivery and Customer agrees to accept
or cause acceptance of delivery of the quantity received by
Algonquin on any day, less the Fuel Reimbursement Quantities;
provided, however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural gas in excess
of the applicable Maximum Daily Delivery Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth
hereinabove and shall continue in effect for a term ending March 31,
2012 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one
year or more prior to the end of the Primary Term or any successive
term thereafter. Algonquin's right to cancel this Agreement upon
the expiration of the Primary Term hereof or any succeeding term
shall be subject to Customer's rights pursuant to Sections 8 and 9
of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by Algonquin in the
event Customer fails to pay part or all of the amount of any bill
for service hereunder and such failure continues for thirty days
after payment is due; provided Algonquin gives ten days prior
written notice to Customer of such termination and provided further
such termination shall not be effective if, prior to the date of
termination, Customer either pays such outstanding bill or furnishes
a good and sufficient surety bond guaranteeing payment to Algonquin
of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed
bill if Customer complies with the billing dispute procedure
currently on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and
for the availability of such service under Algonquin's Rate Schedule
AFT-1 as filed with the Federal Energy Regulatory Commission and as
the same may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not be more than
the maximum rate under Rate Schedule AFT-1, nor less than the
minimum rate under Rate Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of Algonquin's
applicable rate schedules and of Algonquin's General Terms and
Conditions on file with the Federal Energy Regulatory Commission, or
other duly constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate schedules and
General Terms and Conditions are by this reference made a part
hereof.
3.3 Customer agrees that Algonquin shall have the unilateral right to
file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service
pursuant to Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to
Rate Schedule AFT-1. Algonquin agrees that Customer may protest or
contest the aforementioned filings, or may seek authorization from
duly constituted regulatory authorities for such adjustment of
Algonquin's existing FERC Gas Tariff as may be found necessary to
assure that the provisions in (a), (b), or (c) above are just and
reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer
hereunder shall be received at the outlet side of the measuring
station(s) at or near the Primary Point(s) of Receipt set forth in
Exhibit A of the service agreement, with the Maximum Daily Receipt
Obligation and the receipt pressure obligation indicated for each such
Primary Point of Receipt. Natural gas to be received by Algonquin for
the account of Customer hereunder may also be received at the outlet
side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer
hereunder shall be delivered on the outlet side of the measuring
station(s) at or near the Primary Point(s) of Delivery set forth in
Exhibit B of the service agreement, with the Maximum Daily Delivery
Obligation and the delivery pressure obligation indicated for each such
Primary Point of Delivery. Natural gas to be delivered by Algonquin for
the account of Customer hereunder may also be delivered at the outlet
side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Algonquin's FERC Gas Tariff, any notice, request,
demand, statement, bill or payment provided for in this Agreement, or
any notice which any party may desire to give to the other, shall be in
writing and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post office address of
the parties hereto, as the case may be, as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by formal written
notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in
accordance with the laws of the Commonwealth of Massachusetts, excluding
conflicts of law principles that would require the application of the
laws of a different jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under Rate Schedule
AFT-1 dated December 19, 1991.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective agents thereunto duly authorized, the day and
year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning
Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 104 At any Pressure requested
by Algonquin not in excess
of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit A Dated ____________________________
Exhibit B
Point(s) of Delivery
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
Bourne, MA 36 200
Sagamore, MA 68 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit B Dated ____________________________
[END OF EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10mm TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
CONTRACT NO.: 524
TENNESSEE GAS PIPELINE COMPANY
FERC GAS TARIFF
FIFTH REVISED VOLUME NO. 1 Original Sheet No. 526
GAS STORAGE CONTRACT
(For Use under Rate Schedule FS)
This Contract is made as of the 1st day of September 1993, by and between
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called
"Transporter," and Colonial Gas Company a Massachusetts corporation, herein
called "Shipper." Transporter and Shipper collectively shall be referred
to herein as the "Parties."
ARTICLE I - SCOPE OF CONTRACT
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 quantity of gas up to
Shipper's Maximum Injection Quantity (on any day) and Maximum Storage
Quantity of 1,053,898 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 of 7,504
Dth.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery by
Transporter to Shipper under this Contract shall be at the storage service
point at Tranporter'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 Rate Schedule FS 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.
GAS STORAGE CONTRACT (continued)
(For Use under Rate Schedule FS)
3. Shipper agrees that Transporter shall have the unilateral right to file
with the appropriate regulatory authority and make changes effective in
(a) the rates and charges applicable to service pursuant to
Transporter's Rate Schedule FS, (b) the rate schedule(s) pursuant to
which service hereunder is rendered, or (c) any provision of the General
Terms and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned filings,
or may seek authorization from duly constituted regulatory authorities
for such adjustment of Transporter's existing FERC Gas Tariff as may be
found necessary to assure Transporter just and reasonable rates.
ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS
This Agreement shall be subject to the terms of Transporter's Rate Schedule
FS, as filed with the Federal Energy Regulatory Commission, together with
the General Terms and Conditions applicable thereto (including any changes
in said Rate Schedule or General Terms and Conditions as may from time to
time be filed and made effective by Transporter).
ARTICLE V - TERM OF CONTRACT
This Agreement shall be effective as of September 1, 1993 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 Tennessee 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. Transporter shall
be required to seek specific abandonment authorization from the FERC prior
to terminating the Agreement pursuant to the preceding or pursuant to any
pregranted abandonment authorization that may be deemed to apply to this
Agreement.
GAS STORAGE CONTRACT (continued)
(For Use under Rate Schedule FS)
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:
TENNESSEE: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: James M. Stephens
BILLING: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: Marty DeBruin
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 contract. Otherwise no
assignment of the contract 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.
GAS STORAGE CONTRACT (continued)
(For Use under Rate Schedule FS)
It is agreed, however, that the restrictions on assignment contained in this
Article shall not in any way prevent either Party to the Contract from
pledging or mortgaging its rights therunder as security for its indebtness.
ARTICLE VIII - LAW OF CONTRACT
The interpretation and performance of this Contract shall be in accordance
with and controlled by the laws of the State of Texas, without regard to
doctrines governing choice of law.
ARTICLE IX - PRIOR AGREEMENTS CANCELLED
Transporter and Shipper agree that this Contract, as of the date hereof,
shall supersede and cancel the following contract(s) between the parties
hereto:
Contract for Storage Service Dated 7/1/92.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed by their authorized agents.
TENNESSEE GAS PIPELINE COMPANY
By___________________________
Agent and Attorney-in-fact
SHIPPER
By: John P. Harrington
Title: Vice President, Gas Supply
EXHIBIT "A"
TO GAS STORAGE AGREEMENT
DATED SEPTEMBER 01, 1993
RATE SCHEDULE FS
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
CONTRACT: 524
CONTRACT MSQ: 1,053,898
MAXIMUM
DAILY
METER AMENDMENT ZONE W/I QUANTITY
- ----- --------- ---- --- --------
070018 0 04 WITHDRAWAL 7,504
060018 0 04 INJECTION 7,026
[END OF EXHIBIT 10mm TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10nn TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE PACKAGE NO. 2025
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
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 25,196 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 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.
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.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect until
the 1st day of November, 2000,("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies
Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: JAMES M. STEPHENS
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: John P. Harrington
TITLE: Vice President, Gas Supply
DATE: 8/27/93
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2025
SERVICE PACKAGE TQ: 25,196 Dth
[RECEIPT POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
010008 UNION-WARDNER COASTAL PLT D 2,284 2,284
010031 UNION-E TEXAS PLT DEHYD 1,323 1,323
011306 CHANNEL-AQUA DULCE EXCH 5,212 5,212
011366 CHEVRON-VERMILION BLK 245E DE 8,215 8,215
012272 UNION-SHIP SHOAL BLK 180 2,871 2,871
018034 NEWFIELD-VERMILION 155 3,920 3,920
050136 TENNECO-UTOS JOHNSON BAYOU 1,371 1,371
[DELIVERY POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
020139 COLONIAL-TEWKSBURY MASS 25,196 25,196
020532 COLONIAL-WILMINGTON MASS 12,312 12,312
020572 COLONIAL-DRACUT MASS 12,312 12,312
020578 PENN-NFG-ANDREWS SETTLEMENT 13,679 13,679
060018 TGP-NORTHERN STORAGE INJECT 7,026 7,026
NUMBER OF RECEIPT POINTS: 7
NUMBER OF DELIVERY POINTS: 5
[END OF EXHIBIT 10nn TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10oo TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE PACKAGE NO. 435
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
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 17,300 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 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.
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.
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 April, 2013, ("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies
Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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: COLONIAL GAS CO
40 MARKET STREET
LOWELL, MA 01852
Attention: JAMES M. STEPHENS
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: John P. Harrington
TITLE: Vice President, Gas Supply
DATE: August 27, 1993
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 435
SERVICE PACKAGE TQ: 17,300 Dth
[RECEIPT POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
010331 UNION-E TEXASPLT DEHYD 10,000 10,000
010609 CRYSTAL-SEPASS DE 2,765 2,765
012043 AGIP-SOUTHPASS BL 4,535 4,535
[DELIVERY POINT]
Meter Number Meter Name Total Billable
Quantity Quantity
020139 COLONIAL-TEWKSBURY MASS 17,300 17,300
NUMBER OF RECEIPT POINTS: 3
NUMBER OF DELIVERY POINTS: 1
[END OF EXHIBIT 10oo TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10pp TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE PACKAGE NO. 2029
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
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 7,504 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 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.
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.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect until
the 1st day of November, 2000,("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies
Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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: COLONIAL GAS CO
40 MARKET STREET
LOWELL, MA 01852
Attention: JAMES M. STEPHENS
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: John P. Harrington
TITLE: Vice President, Gas Supply
DATE: August 27, 1993
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2029
SERVICE PACKAGE TQ: 7,504 Dth
[RECEIPT AND DELIVERY POINTS FOR WITHDRAWAL]
Meter Number Meter Name Total Billable
Quantity Quantity
070018 CNG-ELLISBURG WITHDRAWAL 7,504 7,504
020139 COLONIAL-TEWKSBURY, MASS 7,504 7,504
020532 COLONIAL-WILMINGTON, MASS 7,504 7,504
020572 COLONIAL-DRACUT, MASS 7,504 7,504
[RECEIPT AND DELIVERY POINTS FOR INJECTION]
Meter Number Meter Name Total Billable
Quantity Quantity
020139 COLONIAL-TEWKSBURY, MASS 32,700 32,700
020532 COLONIAL-WILMINGTON, MASS 12,312 12,312
020572 COLONIAL-DRACUT, MASS 12,312 12,312
070018 CNG-ELLISBURG WITHDRAWAL 7,026 7,026
020578 PENN-NFG-ANDREWS SETTLEMENT 13,679 13,679
[END OF EXHIBIT 10pp TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10qq TO COLONIAL GAS COMPANY]
FORM 10-K FOR YEAR ENDING 12/31/93]
FST-LG3
SERVICE AGREEMENT
(Applicable to Service Under Rate Schedule FST-LG)
This Agreement, is made and entered into this 1st day
of October, 1993, by and between Algonquin LNG, Inc., a
Delaware corporation (hereinafter referred to as "ALNG") and
Colonial Gas Company, a Massachusetts Corporation
(hereinafter referred to as "Customer" whether one or more
persons).
In consideration of the premises and of the mutual
covenants herein contained, the parties do agree as follows:
ARTICLE I
QUANTITY OF LNG TO BE STORED
Subject to the terms, conditions and limitations hereof and
of ALNG's Rate Schedule FST-LG, ALNG agrees to:
- receive for Customer's account and inject into its
storage facility liquefied natural gas ("LNG") in
liquid form;
- store such LNG up to a total quantity at any one
time of
12,000 barrels, to constitute Customer's
Contract Storage Capacity; and
-withdraw such stored gas as requested by Customer
and deliver it to Customer or for Customer's
account.
ARTICLE II
TERM OF AGREEMENT
2.1 This agreement shall become effective as of October 1,
1993 shall continue in effect for a term ending May 31,
1994 ("Primary Term") and shall remain in force from
year-to-year thereafter unless terminated by either
party pursuant to Section 12 of the General Terms and
Conditions.
ARTICLE III
RATE SCHEDULE AND ADJUSTMENTS
3.1 Customer shall pay for all services rendered hereunder
and for the availability of such service under ALNG's
Rate Schedule FST-LG, as filed with the Federal Energy
Regulatory Commission, and as the same may be hereafter
revised or changed. The rate to be charged Customer
for storage hereunder shall not be more than the
maximum rate under Rate Schedule FST-LG, nor less than
the minimum rate under Rate Schedule FST-LG.
3.2 Customer agrees that ALNG shall have the unilateral
right to file with the appropriate regulatory authority
and make changes effective in (a) the rates and charges
applicable to service pursuant to ALNG's Rate Schedule
FST-LG, (b) ALNG's Rate Schedule FST-LG, pursuant to
which service hereunder is rendered or (c) any
provision of the General Terms and Conditions
applicable to Rate Schedule FST-LG. ALNG agrees that
Customer may protest or contest the aforementioned
filings, or may seek authorization from duly
constituted regulatory authorities for such adjustment
of ALNG's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or
(c) above are just and reasonable.
ARTICLE IV
ADDRESSES
Except as herein otherwise provided, or as provided in
the General Terms and Conditions of ALNG's FERC Gas
Tariff, any notice, request, demand, statement, bill or
payment provided for in this Agreement, or any notice
which any party may desire to give to the other, shall
be in writing and shall be considered as duly delivered
when mailed by registered, certified, or first class
mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) ALNG: 1284 Soldiers Field Road, Boston, MA
02108
(b) Customer: 40 Market Street, Lowell, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE V
RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of ALNG's
applicable rate schedules and of ALNG's General Terms and
Conditions on file with the Federal Energy Regulatory
Commission, or other duly constituted authorities having
jurisdiction, and as the same may be legally amended or
superseded, which rate schedules and General Terms and
Conditions are by this reference made a part hereof.
ARTICLE VI
INTERPRETATION
The interpretation and performance of this Agreement shall
be in accordance with the laws of the state of Rhode Island,
excluding conflicts of law principles that would require the
application of the laws of a different jurisdiction.
ARTICLE VII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
(as of the date of commencement of service hereunder) the
following agreements between parties hereto for the storage
of natural gas by ALNG for Customer:
Service Agreement executed by Customer and ALNG under Rate Schedule
ST-LG dated November 1, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN LNG, INC.
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
[END OF EXHIBIT 10qq TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10rr TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE AGREEMENT
APPLICABLE TO TRANSPORTATION OF NATURAL GAS
UNDER RATE SCHEDULE FTNN
AGREEMENT made as of this first day of October,
1993, by and between CNG TRANSMISSION CORPORATION, a
Delaware corporation, hereinafter called "Pipeline," and
COLONIAL GAS COMPANY, a Massachusetts corporation,
hereinafter called "Customer."
WITNESSETH: That, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
Quantities
A. During the term of this Agreement, Pipeline
will transport for Customer, on a firm basis, and Customer
may furnish, or cause to be furnished, to Pipeline natural
gas for such transportation, and Customer will accept, or
cause to be accepted, delivery from Pipeline of the
quantities Customer has tendered for transportation.
B. The maximum quantities of gas which Pipeline
shall deliver and which Customer may tender shall be as set
forth on Exhibit A, attached hereto.
ARTICLE II
Rate
A. Unless otherwise mutually agreed in a written
amendment to this Agreement, beginning on October 1, 1993,
Customer shall pay Pipeline for transportation services
rendered pursuant to this Agreement, the maximum rates and
charges provided under Rate Schedule FTNN set forth in
Pipeline's effective FERC Gas Tariff, including applicable
surcharges and the Fuel Retention Percentage.
B. Pipeline shall have the right to propose,
file and make effective with the Federal Energy Regulatory
Commission or any other body having jurisdiction, revisions
to any applicable rate schedule, or to propose, file, and
make effective superseding rate schedules for the purpose of
changing the rate, charges, and other provisions thereof
effective as to Customer; provided, however, that (i)
Section 2 of Rate Schedule FTNN "Applicability and Character
of Service," (ii) term, (iii) quantities, and (iv) points of
receipt and points of delivery shall not be subject to
unilateral change under this Article. Said rate schedule or
superseding rate schedule and any revisions thereof which
shall be filed and made effective shall apply to and become
a part of this Service Agreement. The filing of such
changes and revisions to any applicable rate schedule shall
be without prejudice to the right of Customer to contest or
oppose such filing and its effectiveness.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein,
this Agreement shall be effective as of October 1, 1993, and
shall continue in effect for a primary term through and
including March 31, 2003, and from year to year thereafter,
until either party terminates this Agreement by giving
written notice to the other at least twelve months prior to
the start of the next contract year.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt and Delivery and the maximum
quantities for each point for all gas that may be received
for Customer's account for transportation by Pipeline shall
be as set forth on Exhibit A.
ARTICLE V
Regulatory Approval
Performance under this Agreement by Pipeline and
Customer shall be contingent upon Pipeline and Customer
receiving all necessary regulatory or other governmental
approvals upon terms satisfactory to each. Should Pipeline
or Customer be denied such approvals to provide or continue
the service contemplated herein or to construct and operate
any necessary facilities therefor upon the terms and
conditions requested in the application therefor, then
Pipeline's and Customer's obligations hereunder shall
terminate.
ARTICLE VI
Incorporation By Reference of Tariff Provisions
To the extent not inconsistent with the terms and
conditions of this Agreement, the following provisions of
Pipeline's effective FERC Gas Tariff, and any revisions
thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference:
1. All of the provisions of Rate Schedule
FTNN, or any effective superseding rate schedule or
otherwise applicable rate schedule; and
2. All of the provisions of the General
Terms and Conditions, as they may be revised or superseded
from time to time.
ARTICLE VII
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in
writing by the parties hereto; provided, however, that the
parties do not intend that this Article VII.A. requires a
further written agreement either prior to the making of any
request or filing permitted under Article II hereof or prior
to the effectiveness of such request or filing after
Commission approval, provided further, however, that nothing
in this Agreement shall be deemed to prejudice any position
the parties may take as to whether the request, filing or
revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in
this Agreement, or any notice which either party may desire
to give the other, shall be in writing and sent to the
following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: John P. Harrington
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any
responsibility either party may have had for drafting this
Agreement.
D. The subject headings of the provisions of
this Agreement are inserted for the purpose of convenient
reference and are not intended to become a part of or to be
considered in any interpretation of such provisions.
ARTICLE VIII
Prior Contracts
If this Service Agreement becomes effective as an
executed Service Agreement, it shall supersede and cancel,
as of its effective date, the Service Agreement between
Customer and Pipeline Applicable to Transportation of
Natural Gas under Rate Schedule TF dated June 1, 1993, and
the Service Agreement between Customer and Pipeline
Applicable to the Sales of Natural Gas Under Rate Schedule
CD dated June 1, 1993. Otherwise, each of these instruments
shall remain in full force and effect unless it shall have
expired by its own terms.
IN WITNESS WHEREOF, the parties hereto intending
to be legally bound, have caused this Agreement to be signed
by their duly authorized officials as of the day and year
first written above.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: __________________________
Its: Vice President
COLONIAL GAS COMPANY
(Customer)
By: John P. Harrington
Its: Vice President, Gas Supply
(Title)
EXHIBIT A
To The FTNN Agreement
Dated October 1, 1993
Between CNG Transmission Corporation
And Colonial Gas Company
A. Quantities
The maximum quantities of gas which Pipeline shall
deliver and which Customer may tender shall be as
follows:
1. A Maximum Daily Transportation Quantity (MDTQ) of
5,529 dekatherms ("Dt").
2. A Maximum Annual Transportation Quantity (MATQ) of
2,018,085 Dt.
B. Points of Receipt
The Points of Receipt and the maximum quantities
for each point shall be as set forth below. Pipeline
will use due care and diligence to assure, and Customer
will use due care and diligence to cause its
transporter to assure, that uniform pressures will be
maintained at the Receipt Points as reasonably may be
required to render service hereunder, but Pipeline will
not be required to accept gas at less than the minimum
pressures specified herein. In addition to the
quantities specified below, Customer may increase the
quantities furnished to Pipeline at each receipt point,
so long as such quantities, when reduced by the fuel
retention percentage specified in Pipeline's currently
effective FERC Gas Tariff, do not exceed the quantity
limitation specified below for each receipt point.
1. Up to 1,951 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern
Transmission Corporation ("Texas Eastern") or
other pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford
Interconnection, at a pressure of not less than
five hundred seventy-five (575) pounds per square
inch gauge (psig).
2. Up to a combined maximum daily quantity of 3,578
Dt at existing points of interconnection between
the facilities of Pipeline and Tennessee Gas
Pipeline Company in Kanawha County, West Virginia,
known as the Cornwell Interconnection, at a
pressure of not less than four hundred seventy
five (475) psig; or the Institute Interconnection,
at a pressure of not less than four hundred (400)
psig, with the specific allocation of quantities
among these points to be determined by Pipeline.
C. Points of Delivery
The Points of Delivery and the maximum quantities
for each point shall be as set forth below. Pipeline
will use due care and diligence to assure, and Customer
will use due care and diligence to cause its
transporter to assure, that uniform pressures will be
maintained at the Delivery Points as reasonably may be
required to render service hereunder, and Pipeline will
use due care and diligence to deliver gas within the
pressure limitations specified herein.
1. Up to 5,529 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern,
Transcontinental Gas Pipe Line Corporation, or
other pipeline(s) in Clinton County, Pennsylvania,
known as the Leidy Interconnection, at a pressure
of not less than one-thousand, two-hundred (1,200)
psig.
2. Up to 3,578 Dt per day at an existing point of
interconnection between the facilities of Pipeline
and Tennessee in Potter County, Pennsylvania,
known as the Ellisburg Interconnection, at a
pressure of not more than one thousand (1,000)
psig.
[END OF EXHIBIT 10rr TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10ss TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE AGREEMENT
APPLICABLE TO THE STORAGE OF NATURAL GAS
UNDER RATE SCHEDULE GSS
(SECTION 7(c))
AGREEMENT made as of this October 1, 1993, by and
between CNG TRANSMISSION CORPORATION, a Delaware
corporation, hereinafter called "Pipeline," and COLONIAL GAS
COMPANY, a Massachusetts corporation, hereinafter called
"Customer."
WITNESSETH: That in consideration of the mutual
covenants herein contained, the parties hereto agree that
Pipeline will store natural gas for Customer during the
term, at the rates and on the terms and conditions
hereinafter provided and, with respect to gas delivered by
each of the parties to the other, under and subject to
Pipeline's Rate Schedule GSS and all of the General Terms
and Conditions contained in Pipeline's FERC Gas Tariff and
any revisions thereof that may be made effective hereafter:
ARTICLE I
Quantities
Beginning as of October 1, 1993 and thereafter for
the remaining term of this agreement, Customer agrees to
deliver to Pipeline and Pipeline agrees to receive for
storage in Pipeline's underground storage properties, and
Pipeline agrees to inject or cause to be injected into
storage for Customer's account, store, withdraw from
storage, and deliver to Customer and Customer agrees to
receive, quantities of natural gas as set forth on Exhibit
A, attached hereto.
ARTICLE II
Rate
A. For storage service rendered by Pipeline to
Customer hereunder, Customer shall pay Pipeline in
accordance with Rate Schedule GSS contained in Pipeline's
effective FERC Gas Tariff or any effective superseding rate
schedule. Said rate schedule or superseding rate schedule
and any revisions thereof which shall be filed and made
effective shall apply to and be a part of this Agreement.
Pipeline shall have the right to propose to and file with
the Federal Energy Regulatory Commission or other body
having jurisdiction, changes and revisions of any effective
rate schedule, or to propose and file superseding rate
schedules, for the purpose of changing the rate, charges,
and other provisions thereof effective as to Customer;
provided, however, that any request by Pipeline to amend the
terms and conditions of Rate Schedule GSS must be consistent
with the terms and conditions of Article VII, Part 2,
Paragraph (F) of the Stipulation filed on March 31, 1993 by
Pipeline in Docket No. RS92-14 and conform to the
requirements of Section 7(b) of the Natural Gas Act, if
applicable, and provided further that Pipeline and Customer
agree that they will not seek to place in effect a change in
any aspect of the terms and conditions under Section 8 of
Rate Schedule GSS for a period of two years from the date of
such request. The filing of requests, changes and revisions
of Rate Schedule GSS shall be without prejudice to the right
of Customer to contest or oppose such requests, filings or
revisions and their effectiveness.
B. The Storage Demand Charge and the Storage
Capacity Charge provided in the aforesaid rate schedule
shall commence on October 1, 1993.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein,
this Agreement shall be effective as of October 1, 1993, and
shall continue in effect for a primary term through and
including March 31, 2006, and for subsequent annual terms of
April 1 through March 31 thereafter, until either party
terminates this Agreement by giving written notice to the
other at least twenty-four months prior to the start of an
annual term.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt for Customer's tender of
storage injection quantities, and the Point(s) of Delivery
for withdrawals from storage shall be specified on Exhibit
A, attached hereto.
ARTICLE V
Special Operating Conditions
For the sole purpose of calculating Customer's
Storage Gas Balance to determine the initial decline in
Customer's Daily Entitlement, Pipeline shall multiply
Customer's actual Storage Gas Balance by a factor of 1.176.
For purposes other than calculating the initial decline in
Customer's Daily Entitlement, Customer's Storage Gas Balance
shall remain equal to Customer's actual inventory in
storage.
ARTICLE VI
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in
writing by the parties hereto; provided, however, that the
parties do not intend that this Article VI.A. requires a
further written agreement either prior to the making of any
request or filing permitted under Article II hereof or prior
to the effectiveness of such request or filing after
Commission approval, provided further, however, that nothing
in this Agreement shall be deemed to prejudice any position
the parties may take as to whether the request, filing or
revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in
this Agreement, or any notice which either party may desire
to give the other, shall be in writing and sent to the
following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: John P. Harrington
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any
responsibility either party may have had for drafting this
Agreement.
D. The subject headings of the provisions of
this Agreement are inserted for the purpose of convenient
reference, and are not intended to become a part of or to be
considered in any interpretations of such provisions.
ARTICLE VII
Prior Contracts
This Service Agreement shall supersede and cancel,
as of the effective date, the Service Agreements for storage
service between Customer and Pipeline dated June 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed by their duly authorized
officials as of the day and year first above written.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: _________________________
Its: Vice President
COLONIAL GAS COMPANY
(Customer)
By: John P. Harrington
Its: Vice President, Gas Supply
(Title)
EXHIBIT A
To The GSS (Section 7(c))
Storage Service Agreement
Dated October 1, 1993
Between CNG Transmission Corporation and
Colonial Gas Company
A. Quantities
The quantities of natural gas storage service which
Customer may utilize under this Service Agreement, as well
as Customer's applicable Billing Determinants, are as
follows:
1. Storage Capacity of 823,529 Dekatherms (Dt), and
2. Storage Demand of 11,000 Dt per day.
B. Points of Receipt and Delivery
1. The Points of Receipt for Customer's tender of storage
injection quantities, and the maximum quantities and
character of service for each point shall be as set
forth below. Pipeline will use due care and diligence
to assure, and Customer will use due care and diligence
to cause its transporter to assure, that uniform
pressures will be maintained at the Receipt Points as
reasonably may be required to render service hereunder,
but Pipeline will not be required to accept gas at less
than the minimum pressures specified herein. Pipeline
will not be required to accept gas for injection into
storage at the points specified in B.1.b., below,
unless either (i) Customer tenders at the same time no
less than 474 Dt per day at the Leidy Interconnection
or (ii) Customer, during that Summer Period, has
already tendered 71,574 Dt or more at the Leidy
Interconnection.
a. Up to 4,575 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern
Transmission Corporation ("Texas Eastern") or
Transcontinental Gas Pipe Line Corporation
("Transco") or other pipeline(s) in Clinton
County, Pennsylvania, known as the Leidy
Interconnection, at a pressure of not less than
one thousand (1,000) pounds per square inch gauge
("psig").
b. Up to 4,575 Dt per Day at the "Texas Eastern
Market Zone 2 Point" which shall consist of any
combination of the following points:
1. The interconnection of the facilities of
Pipeline and Texas Eastern or other
pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford
Interconnection, at a pressure of not less
than five hundred seventy-five (575) psig.
2. An existing point of interconnection between
Pipeline and Texas Eastern Transmission
Corporation ("Texas Eastern") located in
Noble County, Ohio, at Texas Eastern
Measuring Station 450, at the operating
pressure existing at the point of delivery.
3. An existing point of interconnection between
Pipeline and Texas Eastern located in Monroe
County, Ohio, at Texas Eastern Measuring
Station 471, at a pressure of not less than
two hundred (200) psig.
4. An existing point of interconnection between
Pipeline and Texas Eastern located in Monroe
County, Ohio, at Texas Eastern Measuring
Station 983, at a pressure of not less than
three hundred (300) psig.
5. An existing point of interconnection between
Pipeline and Texas Eastern located in Monroe
County, Ohio, at Texas Eastern Measuring
Station 004, at the pressure provided for in
the General Terms and Conditions of Texas
Eastern's FERC Gas Tariff.
6. An existing point of interconnection between
Pipeline and Texas Eastern located in
Marshall County, West Virginia at Texas
Eastern Measuring Station 372, at the
operating pressure existing at the point of
delivery.
7. An existing point of interconnection between
Pipeline and Texas Eastern located in Green
County, Pennsylvania at Texas Eastern
Measuring Station 037, at the pressure
provided for in the General Terms and
Conditions of Texas Eastern's FERC Gas
Tariff.
8. An existing point of interconnection between
Pipeline and Texas Eastern located in
Somerset County, Pennsylvania at Texas
Eastern Measuring Station 051, at the
pressure provided for in the General Terms
and Conditions of Texas Eastern's FERC Gas
Tariff.
2. The quantity of gas which Customer shall be entitled to
tender to Pipeline for injection into storage at the
Leidy Interconnection on a firm basis on any Day during
the Storage Year shall be one-one hundred eightieth
(1/180th) of Customer's Storage Capacity whenever
Customer's Storage Gas Balance is less than or equal to
one half of Customer's Storage Capacity, and one-two
hundred fourteenth (1/214th) of Customer's Storage
Capacity whenever Customer's Storage Gas Balance is
greater than one half of Customer's Storage Capacity.
3. The Points of Delivery for withdrawals from storage,
and the maximum quantities and character of service for
each point, shall be as set forth below. Pipeline will
use due care and diligence to assure, and Customer will
use due care and diligence to cause its transporter to
assure, that uniform pressures will be maintained at
the Delivery Points as reasonably may be required to
render service hereunder, and Pipeline will use due
care and diligence to deliver gas (or cause gas to be
delivered) within the pressure limitations specified
herein.
a. Up to 474 Dt per Day on a firm basis (and up to
10,526 Dt per Day, if, in Pipeline's sole opinion,
its operating or other circumstances permit) at
the interconnection of the facilities of Pipeline
and Texas Eastern Transmission Corporation ("Texas
Eastern") or Transcontinental Gas Pipe Line
Corporation ("Transco") or other pipeline(s) in
Clinton County, Pennsylvania, known as the Leidy
Interconnection, at a pressure of not less than
one-thousand, two-hundred (1,200) psig.
b. Up to 11,000 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern or
other pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford
Interconnection, at a pressure of not less than
eight hundred fifty (850) psig.
c. Up to 11,000 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern, in Franklin County,
Pennsylvania, known as the Chambersburg
Interconnection, on an interruptible basis if
operating conditions permit, at a pressure of not
more than seven hundred (700) psig.
d. Up to 11,000 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern, in Greene County, Pennsylvania,
known as the Crayne Interconnection, on an
interruptible basis if operating conditions
permit, at a pressure of not more than eight
hundred sixty-five (865) psig.
e. Up to 11,000 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern, in Cambria County,
Pennsylvania, known as the Rager Mountain
Interconnection, on an interruptible basis if
mutually agreed between Pipeline and Customer, at
the operating pressure existing at the point of
delivery.
[END OF EXHIBIT 10ss TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10tt TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE AGREEMENT
APPLICABLE TO THE STORAGE OF NATURAL GAS
UNDER RATE SCHEDULE GSS-II
AGREEMENT made as of this September 30, 1993, by and
between CNG TRANSMISSION CORPORATION, a Delaware corporation,
hereinafter called "Pipeline," and COLONIAL GAS COMPANY, a
Massachusetts corporation, hereinafter called "Customer."
WITNESSETH: That in consideration of the mutual
covenants herein contained, the parties hereto agree that
Pipeline will store natural gas for Customer during the term, at
the rates and on the terms and conditions hereinafter provided
and, with respect to gas delivered by each of the parties to the
other, under and subject to Pipeline's Rate Schedule GSS-II and
all of the General Terms and Conditions contained in Pipeline's
FERC Gas Tariff and any revisions thereof that may be made
effective hereafter:
ARTICLE I
Quantities
Beginning as of October 1, 1993 and thereafter for the
remaining term of this agreement, Customer agrees to deliver to
Pipeline and Pipeline agrees to receive for storage in Pipeline's
underground storage properties, and Pipeline agrees to inject or
cause to be injected into storage for Customer's account, store,
withdraw from storage, and deliver to Customer and Customer
agrees to receive, quantities of natural gas as set forth on
Exhibit A, attached hereto.
ARTICLE II
Rate
A. For storage service rendered by Pipeline to
Customer hereunder, Customer shall pay Pipeline in accordance
with Rate Schedule GSS-II contained in Pipeline's effective FERC
Gas Tariff or any effective superseding rate schedule. Said rate
schedule or superseding rate schedule and any revisions thereof
which shall be filed and made effective shall apply to and be a
part of this Agreement. Pipeline shall have the right to propose
to and file with the Federal Energy Regulatory Commission or
other body having jurisdiction, changes and revisions of any
effective rate schedule, or to propose and file superseding rate
schedules, for the purpose of changing the rate, charges, and
other provisions thereof effective as to Customer; provided,
however, that any request by Pipeline to amend the terms and
conditions of Rate Schedule GSS-II must be consistent with the
terms and conditions of Article VII, Part 2, Paragraph (F) of the
Stipulation filed on March 31, 1993 by Pipeline in Docket No.
RS92-14 and conform to the requirements of Section 7(b) of the
Natural Gas Act, if applicable, and provided further that
Pipeline and Customer agree that they will not seek to place in
effect a change in any aspect of the terms and conditions under
Section 8 of Rate Schedule GSS-II for a period of two years from
the date of such request. The filing of requests, changes and
revisions of Rate Schedule GSS-II shall be without prejudice to
the right of Customer to contest or oppose such requests, filings
or revisions and their effectiveness.
B. The Storage Demand Charge and the Storage Capacity
Charge provided in the aforesaid rate schedule shall commence on
October 1, 1993.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein, this
Agreement shall be effective as of October 1, 1993, and shall
continue in effect for a primary term through and including March
31, 2012, and for subsequent annual terms of April 1 through
March 31 thereafter, until either party terminates this Agreement
by giving written notice to the other at least twenty-four months
prior to the start of an annual term.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt for Customer's tender of storage
injection quantities, and the Point(s) of Delivery for
withdrawals from storage shall be specified on Exhibit A,
attached hereto.
ARTICLE V
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in writing
by the parties hereto; provided, however, that the parties do not
intend that this Article V.A. requires a further written
agreement either prior to the making of any request or filing
permitted under Article II hereof or prior to the effectiveness
of such request or filing after Commission approval, provided
further, however, that nothing in this Agreement shall be deemed
to prejudice any position the parties may take as to whether the
request, filing or revision permitted under Article II must be
made under Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in this
Agreement, or any notice which either party may desire to give
the other, shall be in writing and sent to the following
addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: John P. Harrington
Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: Joseph P. Murphy
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any responsibility
either party may have had for drafting this Agreement.
D. The subject headings of the provisions of this
Agreement are inserted for the purpose of convenient reference,
and are not intended to become a part of or to be considered in
any interpretations of such provisions.
ARTICLE VI
Prior Contracts
This Service Agreement shall supersede and cancel, as
of the effective date, the Service Agreement for storage service
between Customer and Pipeline dated June 23, 1989.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officials as of
the day and year first above written.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: _________________________
Its: Vice President
COLONIAL GAS COMPANY
(Customer)
By: John P. Harrington
Its: Vice President, Gas Supply
(Title)
EXHIBIT A
To The Storage Service Agreement
Dated September 30, 1993
Between CNG Transmission Corporation and
Colonial Gas Company
A. Quantities
The quantities of natural gas storage service which
Customer may utilize under this Service Agreement, as well as
Customer's applicable Billing Determinants, are as follows:
1. Storage Capacity of 222,200 Dekatherms (Dt), and
2. Storage Demand of 2,222 Dt per day.
B. Points of Receipt and Delivery
1. The Points of Receipt for Customer's tender of storage
injection quantities, and the maximum quantities and
character of service for each point shall be as set forth
below. Each of the parties will use due care and diligence
to assure that uniform pressures will be maintained at the
Receipt Point as reasonably may be required to render
service hereunder, but Pipeline will not be required to
accept gas at less than the minimum pressures specified
herein.
a. Up to 1,234 Dt per Day at the interconnection of the
facilities of Pipeline and Texas Eastern Transmission
Corporation ("Texas Eastern") or Transcontinental Gas
Pipe Line Corporation ("Transco") or other pipeline(s)
in Clinton County, Pennsylvania, known as the Leidy
Interconnection, at a pressure sufficient to enter
Pipeline's facilities at the point(s) of
interconnection.
b. Upon mutual agreement of Pipeline and Customer, up to
1,234 Dt per day at other interconnections on the
system of Pipeline, at a pressure sufficient to enter
Pipeline's facilities at the point(s) of
interconnection.
2. The Points of Delivery for withdrawals from storage, and the
maximum quantities and character of service for each point,
shall be as set forth below. Each of the parties will use
due care and diligence to assure that uniform pressures will
be maintained at the Delivery Points as reasonably may be
required to render service hereunder, but Pipeline will not
be required to deliver gas at greater than the maximum
pressures specified herein.
a. Up to 2,222 Dt per Day at an existing point of
interconnection between the facilities of Pipeline and
Texas Eastern Transmission Corporation ("Texas
Eastern"), in Franklin County, Pennsylvania, known as
the Chambersburg Interconnection, at a pressure of not
more than seven hundred (700) psig.
b. Upon mutual agreement of Pipeline and Customer, up to
2,222 Dt per day at other interconnections between the
facilities of Pipeline and Texas Eastern, at a pressure
sufficient to enter the system of Texas Eastern.
c. Upon mutual agreement of Pipeline and Customer, up to
2,222 Dt per day at other interconnections on the
system of Pipeline, at a pressure sufficient to enable
delivery by Pipeline.
d. Up to 2,222 Dt per Day at an existing point of
interconnection between the facilities of Pipeline and
Texas Eastern, in Greene County, Pennsylvania, known as
the Crayne Interconnection, on an interruptible basis
if operating conditions permit, at a pressure of not
more than eight hundred sixty-five (865) psig.
e. Up to 2,222 Dt per Day at the interconnection of the
facilities of Pipeline and Texas Eastern or other
pipeline(s) in Westmoreland County, Pennsylvania, known
as the Oakford Interconnection, on an interruptible
basis if operating conditions permit, at a pressure of
not less than eight hundred fifty (850) psig.
3. Pipeline shall deliver on a firm basis up to Customer's
Storage Demand, as adjusted pursuant to Section 8 of Rate
Schedule GSS-II and Article V of this Service Agreement.
SERVICE AGREEMENT
APPLICABLE TO THE STORAGE OF NATURAL GAS
UNDER RATE SCHEDULE GSS-II
AGREEMENT made as of this September 30, 1993, by
and between CNG TRANSMISSION CORPORATION, a Delaware
corporation, hereinafter called "Pipeline," and COLONIAL GAS
COMPANY, a Massachusetts corporation, hereinafter called
"Customer."
WITNESSETH: That in consideration of the mutual
covenants herein contained, the parties hereto agree that
Pipeline will store natural gas for Customer during the
term, at the rates and on the terms and conditions
hereinafter provided and, with respect to gas delivered by
each of the parties to the other, under and subject to
Pipeline's Rate Schedule GSS-II and all of the General Terms
and Conditions contained in Pipeline's FERC Gas Tariff and
any revisions thereof that may be made effective hereafter:
ARTICLE I
Quantities
Beginning as of October 1, 1993 and thereafter for
the remaining term of this agreement, Customer agrees to
deliver to Pipeline and Pipeline agrees to receive for
storage in Pipeline's underground storage properties, and
Pipeline agrees to inject or cause to be injected into
storage for Customer's account, store, withdraw from
storage, and deliver to Customer and Customer agrees to
receive, quantities of natural gas as set forth on Exhibit
A, attached hereto.
ARTICLE II
Rate
A. For storage service rendered by Pipeline to
Customer hereunder, Customer shall pay Pipeline in
accordance with Rate Schedule GSS-II contained in Pipeline's
effective FERC Gas Tariff or any effective superseding rate
schedule. Said rate schedule or superseding rate schedule
and any revisions thereof which shall be filed and made
effective shall apply to and be a part of this Agreement.
Pipeline shall have the right to propose to and file with
the Federal Energy Regulatory Commission or other body
having jurisdiction, changes and revisions of any effective
rate schedule, or to propose and file superseding rate
schedules, for the purpose of changing the rate, charges,
and other provisions thereof effective as to Customer;
provided, however, that any request by Pipeline to amend the
terms and conditions of Rate Schedule GSS-II must be
consistent with the terms and conditions of Article VII,
Part 2, Paragraph (F) of the Stipulation filed on March 31,
1993 by Pipeline in Docket No. RS92-14 and conform to the
requirements of Section 7(b) of the Natural Gas Act, if
applicable, and provided further that Pipeline and Customer
agree that they will not seek to place in effect a change in
any aspect of the terms and conditions under Section 8 of
Rate Schedule GSS-II for a period of two years from the date
of such request. The filing of requests, changes and
revisions of Rate Schedule GSS-II shall be without prejudice
to the right of Customer to contest or oppose such requests,
filings or revisions and their effectiveness.
B. The Storage Demand Charge and the Storage
Capacity Charge provided in the aforesaid rate schedule
shall commence on October 1, 1993.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein,
this Agreement shall be effective as of October 1, 1993, and
shall continue in effect for a primary term through and
including March 31, 2012, and for subsequent annual terms of
April 1 through March 31 thereafter, until either party
terminates this Agreement by giving written notice to the
other at least twenty-four months prior to the start of an
annual term.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt for Customer's tender of
storage injection quantities, and the Point(s) of Delivery
for withdrawals from storage shall be specified on Exhibit
A, attached hereto.
ARTICLE V
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in
writing by the parties hereto; provided, however, that the
parties do not intend that this Article V.A. requires a
further written agreement either prior to the making of any
request or filing permitted under Article II hereof or prior
to the effectiveness of such request or filing after
Commission approval, provided further, however, that nothing
in this Agreement shall be deemed to prejudice any position
the parties may take as to whether the request, filing or
revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in
this Agreement, or any notice which either party may desire
to give the other, shall be in writing and sent to the
following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: John P. Harrington
Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: Joseph P. Murphy
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any
responsibility either party may have had for drafting this
Agreement.
D. The subject headings of the provisions of
this Agreement are inserted for the purpose of convenient
reference, and are not intended to become a part of or to be
considered in any interpretations of such provisions.
ARTICLE VI
Prior Contracts
This Service Agreement shall supersede and cancel,
as of the effective date, the Service Agreement for storage
service between Customer and Pipeline dated June 23, 1989.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed by their duly authorized
officials as of the day and year first above written.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: _________________________
Its: Vice President
COLONIAL GAS COMPANY
(Customer)
By: John P. Harrington
Its: Vice President, Gas Supply
(Title)
EXHIBIT A
To The Storage Service Agreement
Dated September 30, 1993
Between CNG Transmission Corporation and
Colonial Gas Company
A. Quantities
The quantities of natural gas storage service
which Customer may utilize under this Service Agreement, as
well as Customer's applicable Billing Determinants, are as
follows:
1. Storage Capacity of 10,400 Dekatherms (Dt), and
2. Storage Demand of 104 Dt per day.
B. Points of Receipt and Delivery
1. The Point of Receipt for Customer's tender of storage
injection quantities, and the maximum quantities and
character of service for such point shall be as set
forth below. Each of the parties will use due care and
diligence to assure that uniform pressures will be
maintained at the Receipt Point as reasonably may be
required to render service hereunder, but Pipeline will
not be required to accept gas at less than the minimum
pressure specified herein.
Up to 58 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern Transmission Corporation ("Texas
Eastern"), in Fayette County, Pennsylvania, known
as the North Summit Interconnection, at a pressure
of not less than seven hundred (700) pounds per
square inch ("psig").
2. The Points of Delivery for withdrawals from storage,
and the maximum quantities and character of service for
each point, shall be as set forth below. Each of the
parties will use due care and diligence to assure that
uniform pressures will be maintained at the Delivery
Points as reasonably may be required to render service
hereunder, but Pipeline will not be required to deliver
gas at greater than the maximum pressures specified
herein.
a. Up to 104 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern, in Fayette County,
Pennsylvania, known as the North Summit
Interconnection, at a pressure of not more than
one thousand (1,000) psig.
b. Up to 104 Dt per Day at an existing point of
interconnection between the facilities of Pipeline
and Texas Eastern, in Greene County, Pennsylvania,
known as the Crayne Interconnection, on an
interruptible basis if operating conditions
permit, at a pressure of not more than eight
hundred sixty-five (865) psig.
c. Up to 104 Dt per Day at the interconnection of the
facilities of Pipeline and Texas Eastern or other
pipeline(s) in Westmoreland County, Pennsylvania,
known as the Oakford Interconnection, on an
interruptible basis if operating conditions
permit, at a pressure of not less than eight
hundred fifty (850) psig.
3. Pipeline shall deliver on a firm basis up to Customer's
Storage Demand, as adjusted pursuant to Section 8 of
Rate Schedule GSS-II and Article V of this Service
Agreement.
[END OF EXHIBIT 10tt TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10uu TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 800350
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 1st day
of October, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer", whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and
order issued April 22, 1993 (63 FERC P61,100), the Federal Energy
Regulatory Commission accepted Pipeline's revised tariff sheets
filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, CNG Transmission Corporation ("CNG") made its final
Order No. 636 service elections on May 3, 1993 pursuant to the
April 22, 1993 order and Pipeline filed revised tariff sheets to
become effective June 1, 1993 in compliance with the
April 22, 1993 order; and
WHEREAS, Customer is also a customer of CNG; and
WHEREAS, CNG, in compliance with Order No. 636 and Federal
Energy Regulatory Commission orders issued in Docket No. RS92-21,
is assigning its firm service rights on Pipeline directly to its
customers; and
WHEREAS, Customer's service rights hereunder are part of CNG's
service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of CNG's service
rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 1,996 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
October 1, 1993 and shall continue in force and effect until
10/31/1999 and year to year thereafter unless this Service
Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a
termination date of any year occurring on or after the expiration
of the primary term. Subject to Section 22 of Pipeline's General
Terms and Conditions and without prejudice to such rights, this
Service Agreement may be terminated at any time by Pipeline in
the event Customer fails to pay part or all of the amount of any
bill for service hereunder and such failure continues for thirty
(30) days after payment is due; provided, Pipeline gives thirty
(30) days prior written notice to Customer of such termination
and provided further such termination shall not be effective if,
prior to the date of termination, Customer either pays such
outstanding bill or furnishes a good and sufficient surety bond
guaranteeing payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT
TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL
GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S
RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS
AND CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-1 and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule FT-1 as filed with the Federal Energy Regulatory
Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right
to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's
Rate Schedule FT-1 pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule FT-1. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
service agreement as specified in Article II, to change Point(s)
of Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer
agrees that in the event Customer tenders for service hereunder
and Pipeline agrees to accept natural gas which does not comply
with Pipeline's quality specifications, as expressly provided for
in Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be con
sidered as duly delivered when mailed by registered, certified,
or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: COLONIAL GAS COMPANY
40 MARKET STREET
LOWELL, MA 01853
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and
future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
NONE
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED OCTOBER 1, 1993
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED OCTOBER 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) (dth) Responsibilities Owner Operator
70028 SOUTHERN 6* TX EAST TRAN TX EAST SOTHN
NATURAL (FROM T.E.) TRN NAT GAS
- KOSCIUSKO, MS TO
ATTALA CO., MS
70217 UNITED GAS 121* UNIT GAS PL UNIT GAS UNIT GAS
KOSCIUSKO, MS PL PL PL
ATTALA CO., MS
* Included in Firm Receipt Point entitlements as set forth in section
14 of Pipeline's General Terms and Conditions at the Kosciusko,
Mississippi Point of Receipt.
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M1 to M2 1,996
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED OCTOBER 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED OCTOBER 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70004 CNG TRANS- As provided TX EAST TX EAST TX EAST
MISSION - in Section 6 TRAN TRAN TRAN
CLARINGTON, of the Gen-
OH MONROE eral Terms
CO., OH and Condi-
tions of
Pipeline's
FERC Gas
Tariff
70051 CNG TRANS- As provided TX EAST TX EAST CNG TRANS
MISSION - in Section 6 TRAN TRAN
SOMERSET, PA of the Gen-
SOMERSET eral Terms
CO., PA and Condi-
tions of
Pipeline's
Gas Tariff
70372 CNG TRANS- At the oper- TX EAST TX EAST CNG TRANS
MISSION - ating pres- TRAN TRAN
MOUNDS- sure exist-
VILLE, WV ing at the
MARSHALL point of
CO., WV delivery
70450 CNG TRANS- At the oper- TX EAST TX EAST CNG TRANS
MISSION - ating pres- TRAN TRAN
SUMMERFIELD, sure exist-
OH NOBLE ing at the
CO., OH point of
delivery
70471 CNG TRANS- 200 pounds TX EAST TX EAST CNG TRANS
MISSION - per square TRAN TRAN
WOODSFIELD, inch gauge
OH MONROE
CO., OH
70983 CNG TRANS- 300 pounds CNG CNG CNG TRANS
MISSION per square TRANS TRANS
POWHATAN inch gauge
POINT, OH
MONROE CO.,
OH
72533 DAMSON At the oper- PEOPLES PEOPLES DAMSON
(PEOPLES) ating pres- NG(PA) NG(PA) OIL
MM - SOMER- sure exist-
SET, PA ing at the
SOMERSET point of
CO., PA delivery
75037 CNG As provided TX EAST TX EAST CNG TRANS
TRANSMISSION- in Section 6 TRAN TRAN
WAYNESBURG, of the Gen-
PA(D70037) eral Terms
GREENE CO., and Condi-
PA tions of
Pipeline's
FERC Gas
Tariff
75082 TETCO - 575 pounds CNG TX EAST CNG TRANS
OAKFORD per square TRANS TRAN
STORAGE, PA- inch gauge
(D70082/R76082)
WESTMORELAND
CO., PA
79921 COMPRESSOR At any pres- TX EAST TX EAST CNG TRANS
STATION 21A sure pro- TRAN TRAN
(UNIONTOWN) vided by
FAYETTE CO., Texas East-
PA ern not to
exceed 1,000
pounds per
square inch
gauge
79849 CNG - 1,996 N/A N/A N/A N/A
COLONIAL
GAS COMPANY
FOR NOMINA-
TION PUR-
POSES
provided, however, that all service under this Service Agreement shall
be within the limitations set forth in the Dispatching Agreement dated
___________________between Pipeline, Customer and CNG Transmission
Corporation.
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED OCTOBER 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("PIPELINE") AND COLONIAL GAS COMPANY ("CUSTOMER")
DATED OCTOBER 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM STX TO M1-TGC: 53
FROM ETX TO M1-24: 225
FROM ETX TO M1-TXG: 80
FROM WLA TO M1-TXG: 24
FROM WLA TO M1-TGC: 53
FROM ELA TO M1-30: 1,590
FROM M1-24 TO M2-24: 225
FROM M1-30 TO M2-30: 1,590
FROM M1-TXG TO M2-TXG: 105
FROM M1-TGC TO M2-TGC: 106
[END OF EXHIBIT 10uu TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10vv TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDINGE 12/31/93]
SERVICE PACKAGE NO. 2496
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
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 224 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 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.
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.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect until
the 1st day of November, 2000,("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies
Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: JOHN P. HARRINGTON
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: John P. Harrington
TITLE: Vice President, Gas Supply
DATE: October 20, 1993
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2496
SERVICE PACKAGE TQ: 224 Dth
[RECEIPT POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
001366 TRANSCONTINENTAL-UTOS EXCH 11 11
010031 UNION-E TEXAS PLT DEHYD 79 79
011366 CHEVRON-VERMILION BLK 245E DE 99 99
012013 TENNESSEE-SABINE RIVER TRANS 35 35
[DELIVERY POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
020076 NATIONAL-HAMBURG NY 224 224
020077 NATIONAL-E AURORA NY 119 119
020088 NATIONAL-MAYVILLE NY 224 224
020092 NATIONAL-LEWISTON NY 119 119
020243 NATIONAL-NASHVILLE STG NY 224 224
020326 NATIONAL-PEKIN NY 119 119
020428 NATIONAL-SHERMAN NY 224 224
NUMBER OF RECEIPT POINTS: 4
NUMBER OF DELIVERY POINTS: 7
[END OF EXHIBIT 10vv TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10ww TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE AGREEMENT
(EFT Service)
AGREEMENT made this 28th day of October, 1993, by and
between NATIONAL FUEL GAS SUPPLY CORPORATION, a Pennsylvania
corporation, hereinafter called "Transporter" and COLONIAL
GAS COMPANY, a Massachusetts 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 EFT Rate Schedule, Transporter agrees to
transport for Shipper's account up to the following
quantities of natural gas: Contract Maximum Daily
Transportation Quantity (MDTQ) of 577 Deatherms (Dth)
ARTICLE II
Rate
Unless otherwise mutually agreed in a written
amendment to this Agreement, for each dekatherm of gas
transported for Shipper by Transporter hereunder, Shipper
shall pay Transporter the maximum rate provided under Rate
Schedule EFT 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.
Shipper agrees to reimburse Transporter for the
filing fees associated with this service and paid to the
Commission.
ARTICLE III
Term of Agreement
This Agreement shall be effective as of August 1,
1993 and shall continue in effect until October 31, 2000, and
shall continue in effect from year to year thereafter until
terminated by either Shipper or Transporter upon twelve (12)
months written notice to the other.
ARTICLE IV
Points of Receipt and Delivery
The Point(s) of Receipt for all gas that may be
received for Shipper's account for transportation by
Transporter, and the receipt entitlements applicable to each
point of receipt, or combinations of receipt points, are set
forth in Appendix A.
The Point(s) of Delivery for all gas to be
delivered by Transporter for Shipper's account are set forth
in Appendix B.
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 EFT, 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
Cancellation of Prior Contracts
If this Agreement becomes effective as an executed
service agreement, it shall supersede and cancel all prior
gas sales agreements between the parties, including but not
limited to Shipper's interest in the Gas Sales Agreement
dated February 27, 1984 between Algonquin Gas Transmission
Company as Buyer and National Fuel Gas Supply Corporation as
Seller.
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.
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: Colonial Gas Company
Attn: John P. Harrington, Vice President
Gas Supply
40 Market Street
P.O. Box 3064
Lowell, MA 01853
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. Transporter and Shipper shall proceed with due
diligence to obtain such governmental and other regulatory
authorizations as may be required for the rendition of the
services contemplated herein, provided that Transporter
reserves the right to file and prosecute applications for
such authorizations, any supplements or amendments thereto
and, if necessary, any court review, in such manner as it
deems to be in its best interest, including the right to
withdraw the application or to file leadings and motions
(including motions for dismissal).
6. 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
parities, 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.
7. 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.
8. 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.
9. The interpretation and performance of this
Agreement shall be in accordance with the laws of the State
of Pennsylvania, without recourse to the law regarding the
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed by their duly authorized
personnel and attested by their respective Secretaries or
Assistant Secretaries, the day any year first above written.
NATIONAL FUEL GAS SUPPLY CORPORATION
Transporter
Attest:
__________________ By:_______________________
Secretary President
(Corporate Seal)
COLONIAL GAS COMPANY
Shipper
Attest:
Carol E. Elden By: John P. Harrington
Secretary Vice President, Gas Supply
(Corporate Seal)
Appendix A
Receipt Entitlements
Colonial Gas Company
(all Quantities in Dth)
Upstream Receipts
TGP Zone 4 Points 365
Zone 5 Points 224
Total Upstream Receipts 589
Total Receipt Entitlements 589
Available Receipt Points
Meter Name Meter Number Line Designation
Zone 5 points
Clarence 2-0497 XM-2
Colden Storage 6-0003 T
East Aurora 2-0077 X
Hamburg (E. Eden) 2-0076 T,X
Lewiston 2-0092 8 inch
Mayville 2-0088 6 inch
Nashville Storage 2-0243 RM-32
Pekin 2-0326 Z
Sherman 2-0428 4 inch
Zone 4 points
Cochranton 2-0314 S-M2
Coudersport 2-0074 Y-M2
Cranberry Sales 2-0703 H
Hebron Storage 6-0001 Storage
Lamont 2-0072 K
Mercer 2-0069 N-M44
Pettis 2-0071 H-M2
Rose Lake 2-0527 Y-M2
Russel City 2-0301 L
Sharon 2-0496 N-M51
Townville 2-0390 4 inch
Union City 2-0200 Q
Wattsburg 2-0075 D-20
National-Camp 2-0767 200 leg
Perry Sales
Appendix B
Available Delivery Points
Meter Name Meter Number Line Designation
Wharton 3261 YM7
[END OF EXHIBIT 10ww TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10xx TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE PACKAGE NO. 2521
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
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 365 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 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.
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.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect until
the 1st day of November, 2000,("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies
Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
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: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: JOHN P. HARRINGTON
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: John P. Harrington
TITLE: Vice President, Gas Supply
DATE: October 20, 1993
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: September 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2521
SERVICE PACKAGE TQ: 365 Dth
[RECEIPT POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
001366 TRANSCONTINENTAL-UTOS EXCH 23 23
010031 UNION-E TEXAS PLT DEHYD 110 110
012013 TENNESSEE-SABINE RIVER TRANS 54 54
012100 ENSEARCH-KATY EXCHANGE 18 18
011366 CHEVRON VERMILION BLK 245E DE 160 160
[DELIVERY POINTS]
020069 NATIONAL-MERCER PA 365 365
020071 NATIONAL-PETTIS PA 365 365
020074 NATIONAL-COUDERSPORT PA 159 159
020075 NATIONAL-WATTSBURG PA 142 142
020200 NATIONAL-UNION CITY PA 142 142
020301 NATIONAL-RUSSELL CITY PA 53 53
020314 NATIONAL-COCHRANTON PA 365 365
NUMBER OF RECEIPT POINTS: 5
NUMBER OF DELIVERY POINTS: 7
[END OF EXHIBIT 10xx TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10yy TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
0003-LG
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
This Agreement ("Agreement") is made and entered into this 15th
day of September, 1993, by and between Algonquin Gas Transmission
Company, a Delaware Corporation (herein called "Algonquin"), and
Colonial Gas Company (herein called "Customer" whether one or
more persons).
W I T N E S S E T H :
WHEREAS, under the superseded Rate Schedule T-LG, Algonquin
transported gas received by displacement from Providence Gas
Company ("Providence Gas"), which delivery by Providence Gas was
accomplished by physical deliveries to Providence Gas from the
storage facilities of Algonquin LNG, Inc. in Providence, Rhode
Island; and
WHEREAS, as a result of restructuring under Order No. 636,
Rate Schedule T-LG has been superseded and replaced by service
under Rate Schedule AIT-1 with the quantities being treated as
"old interruptible service" for purposes of scheduling of service
under Section 23 of the General Terms and Conditions;
NOW, THEREFORE, in consideration of the premises and mutual
agreements, herein contained, Algonquin and Customer do agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AIT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on an interruptible basis quantities
of natural gas tendered by Customer on any date at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, in excess of the following
quantities of natural gas plus the applicable Fuel
Reimbursement Quantities:
The Maximum Daily Transportation Quantity which, on any
day, shall be equal to (i) the sum of the Maximum Daily
Transportation Quantities for service under Customer's
existing service agreements under firm rate schedules
in Algonquin's FERC Gas Tariff minus (ii) the total
quantity of gas actually scheduled for delivery to
Customer under such rate schedules and the Backup
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE I
SCOPE OF AGREEMENT
(Continued)
Portion of Storage Demand under former Rate Schedules
STB and SS-III on that day, as applicable. Customer's
Maximum Daily Receipt Obligation shall equal Customer's
Maximum Daily Transportation Quantity for each day;
provided, however, that only quantities received by
displacement from Providence Gas at the Providence
Point of Receipt shall be treated as "old interruptible
service" under Section 23.1 of the General Terms and
Conditions; and
The Maximum Annual Transportation Quantity, which is
equal to the yearly aggregate of Customer's Maximum
Daily Transportation Quantity.
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantity; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation ("MDDO"). Customer's MDDO for each such
Point of Delivery on any day shall be equal to (i) the
sum of the MDDOs set forth in Customer's existing
service agreements under firm rate schedules in
Algonquin's FERC Gas Tariff minus (ii) the total
quantity of gas actually scheduled for delivery to
Customer at each such Point of Delivery under such rate
schedules and the Backup Portion of Storage Demand
under former Rate Schedules STB and SS-III, as
applicable, on that day.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending May 31, 1994 ("Primary Term") and shall
remain in force from month to month thereafter unless
terminated by either party by written notice one year
or more prior to the end of the Primary Term or any
successive term thereafter.
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE II
TERM OF AGREEMENT
(Continued)
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AIT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AIT-1, nor less than the minimum rate under Rate
Schedule AIT-1.
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AIT-1, (b) Algonquin's Rate
Schedule AIT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AIT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE IV
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road, Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street, P. O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE V
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VI
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under
Rate Schedule T-LG dated November 1, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
[EXHIBIT 10yy TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 10zz TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE PACKAGE NO. 3894
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of
October, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware Corporation, hereinafter referred to as "Transporter" and
COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred
to as "Shipper." Transporter and Shipper shall collectively be
referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each year
during the term hereof, which shall be 3,661 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 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.
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.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
October, 1993, and shall remain in force and effect until
the 31st day of October, 2000,("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice
to the other Party; provided, however, that if the Primary
Term is one year or more, then unless Shipper elects upon
one year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term
of five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service
rendered pursuant to this Agreement authorizes abandonment
of such service, this Agreement shall terminate on the
abandonment date permitted by the FERC or such other
governmental body.
12.2 Any portions of this Agreement necessary to resolve or 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: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: JAMES M. STEPHENS
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01852-3064
Attention: MARTIN DEBRUIN
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 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY: [executed through electronic bulletin board]
Agent and Attorney-in-Fact
COLONIAL GAS CO
BY: [executed through electronic bulletin board]
TITLE: ________________________
DATE: _________________________
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED October 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: October 1st, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 3894
SERVICE PACKAGE TQ: 3,661 Dth
[RECEIPT POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
020744 STA 542 POOLING POINT 3,661 3,661
[DELIVERY POINTS]
Meter Number Meter Name Total Billable
Quantity Quantity
020044 CNG-BRRUN CORNWELL W FA 3,661 3,661
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 1
[END OF EXHIBIT 10zz TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 13a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING DECEMBER 31, 1993]
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts) Year Ended December 31,
1993 1992 1991
Operating Revenues $166,261 $145,054 $137,719
Cost of gas sold 90,915 75,143 73,288
Operating Margin 75,346 69,911 64,431
Operating Expenses:
Operations 32,748 31,481 29,764
Maintenance 5,631 5,477 5,124
Depreciation and amortization 6,831 5,914 5,488
Local property taxes 2,496 2,059 1,683
Other taxes 1,359 1,300 1,184
Total Operating Expenses 49,065 46,231 43,243
Income Taxes:
Federal income tax 6,111 5,390 3,803
State franchise tax 1,280 1,139 963
Total Income Taxes 7,391 6,529 4,766
Utility Operating Income 18,890 17,151 16,422
Other Operating Income (Expense):
Truck transportation revenues 7,558 9,799 8,087
Truck transportation expenses,
including income taxes and interest (7,163) (9,622) (8,678)
Truck Transportation Net Income(Loss) 395 177 (591)
Other, net of income taxes (186) (141) (142)
Total Other Operating Income(Expense) 209 36 (733)
Non-Operating Income, Net of Income Taxes 1,064 922 769
Income Before Interest and Debt Expense 20,163 18,109 16,458
Interest and Debt Expense 8,141 7,466 8,141
Net Income $ 12,022 $ 10,643 $ 8,317
Average Common Shares Outstanding 7,931 7,728 7,529
Income per Average Common Share $ 1.52 $ 1.38 $ 1.10
Dividends Paid per Common Share $ 1.235 $ 1.213 $ 1.193
The accompanying notes are an integral part of these statements.
[END OF CONSOLIDATED STATEMENTS OF INCOME]
CONSOLIDATED BALANCE SHEETS
Assets December 31,
(In Thousands) 1993 1992
Utility Property:
At original cost $260,570 $236,515
Accumulated depreciation (57,857) (52,700)
Net Utility Property 202,713 183,815
Non-Utility Property - Net 3,235 4,039
Net Property 205,948 187,854
Capital Leases - Net 3,914 4,366
Current Assets:
Cash and cash equivalents 5,482 4,433
Accounts receivable 16,156 18,535
Allowance for doubtful accounts (1,682) (1,187)
Accrued utility revenues 7,170 5,492
Unbilled gas costs 16,759 18,881
Fuel inventory - at average cost 13,717 13,432
Materials and supplies - at average cost 3,812 3,868
Prepayments and other current assets 6,254 8,309
Total Current Assets 67,668 71,763
Deferred Charges and Other Assets:
Unrecovered deferred income taxes 12,689 12,928
Unrecovered environmental costs incurred 4,062 3,119
Unrecovered environmental costs accrued 5,300 13,800
Unrecovered transition costs accrued 2,000 -
Unrecovered pension costs 3,215 2,962
Excess cost of investments over net
assets acquired 2,798 2,798
Other 4,524 3,332
Total Deferred Charges and
Other Assets 34,588 38,939
Total Assets $312,118 $302,922
CONSOLIDATED BALANCE SHEETS
Capitalization and Liabilities December 31,
(In Thousands) 1993 1992
Capitalization:
Common Equity:
Common Stock $ 26,739 $ 26,122
Premium on Common Stock 45,799 42,133
Retained earnings 21,745 19,516
Total Common Equity 94,283 87,771
Long-Term Debt 87,432 90,750
Total Capitalization 181,715 178,521
Capital Lease Obligations 3,149 3,591
Current Liabilities:
Current maturities of long-term debt 3,318 1,500
Current capital lease obligations 765 776
Notes payable 32,600 24,500
Gas inventory purchase obligations 15,233 14,741
Accounts Payable 12,161 12,543
Accrued interest 1,017 1,024
Pipeline refunds due customers 2,076 1,456
Accrued pipeline charges 305 911
Current deferred income taxes 2,212 4,323
Other current liabilities 3,726 2,793
Total Current Liabilities 73,413 64,567
Deferred Credits and Reserves:
Deferred income taxes - Funded 23,395 19,054
Deferred income taxes - Unfunded 12,689 12,928
Deferred income taxes - Due customers 1,238 1,293
Accrued environmental costs 5,300 13,800
Accrued transition costs 2,000 -
Unamortized investment tax credits 4,449 4,703
Pension reserve 3,586 3,331
Other deferred credits and reserves 1,184 1,134
Total Deferred Credits and
Reserves 53,841 56,243
Total Capitalization and Liabilities $312,118 $302,922
The accompanying notes are an integral part of these statements.
[END OF CONSOLIDATED BALANCE SHEETS]
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In Thousands) 1993 1992 1991
Cash Flows From Operating Activities:
Net Income $12,022 $10,643 $ 8,317
Adjustments to reconcile net income
to net cash:
Depreciation and amortization 7,703 6,995 6,524
Deferred income taxes 2,139 6,264 2,176
Amortization of investment tax credits (255) (259) (273)
Provision for uncollectible accounts 2,102 1,697 1,516
Other, net 190 832 893
23,901 26,172 19,153
Changes in current assets and liabilities:
Accounts receivable 773 (5,133) (1,779)
Accrued utility revenues (1,678) 1,366 (1,745)
Unbilled gas costs 2,122 (9,183) (7,494)
Fuel inventory (285) (1,664) 468
Materials and supplies 56 (199) 158
Prepayments and other current assets 2,055 (3,027) (557)
Accounts payable (382) 35 1,499
Accrued interest (7) (135) (90)
Pipeline refunds due customers 620 (20) (1,222)
Accrued pipeline charges (606) (2,189) 3,100
Current deferred income taxes (2,111) 4,323 -
Other current liabilities 933 (39) 1,076
Net Cash Provided by Operating Activities 25,391 10,307 12,567
Cash Flows From Investing Activities:
Utility capital expenditures (25,703) (26,948) (16,685)
Non-utility capital expenditures (453) (218) (629)
Sale of non-utility assets 586 - -
Change in deferred accounts (354) (4,781) 880
Net Cash Used in Investing Activities (25,924) (31,947) (16,434)
Cash Flows From Financing Activities:
Dividends paid on Common Stock (9,793) (9,379) (8,981)
Issuance of Common Stock 4,283 4,286 2,776
Issuance of long-term debt - 45,000 -
Retirement of long-term debt (1,500) (15,634) (6,628)
Change in notes payable 8,100 (3,500) 15,900
Change in gas inventory purchase
obligations 492 3,015 (1,554)
Net Cash Provided by Financing Activitie 1,582 23,788 1,513
Net Increase (Decrease) in Cash and
Cash Equivalents 1,049 2,148 (2,354)
Cash and Cash Equivalents at Beginning
of Year 4,433 2,285 4,639
Cash and Cash Equivalents at End of Year $ 5,482 $ 4,433 $ 2,285
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest - net of amount capitalized $ 8,891 $8,390 $ 7,921
Income and state franchise taxes $ 4,939 $3,639 $ 2,455
The accompanying notes are an integral part of these statements.
[END OF CONSOLIDATED STATEMENTS OF CASH FLOWS]
CONSOLIDATED STATEMENTS OF COMMON EQUITY
(In Thousands Except Per Share Amounts) Year ended December 31,
1993 1992 1991
Common Stock
$3.33 par value; authorized 15,000 shares;
outstanding, 8,030 in 1993, 7,844 in 1992,
and 7,625 in 1991
Beginning of year $26,122 $25,391 $24,806
Issuance of Common Stock through
Dividend Reinvestment and Common
Stock Purchase Plan and three
employee savings plans (186 shares
in 1993, 219 shares in 1992 and 176
shares in 1991) 617 731 585
End of year $26,739 $26,122 $25,391
Premium on Common Stock
Beginning of year $42,133 $38,578 $36,387
Issuance of Common Stock through
Dividend Reinvestment and Common
Stock Purchase Plan and three
employee savings plans 3,666 3,555 2,191
End of year $45,799 $42,133 $38,578
Retained Earnings
Beginning of year $19,516 $18,252 $18,916
Net income 12,022 10,643 8,317
Cash dividends on Common Stock ($1.235
a share in 1993, $1.213 a share in
1992 and $1.193 a share in 1991) (9,793) (9,379) (8,981)
End of year $21,745 $19,516 $18,252
Total Common Equity $94,283 $87,771 $82,221
The accompanying notes are an integral part of these statements.
[END OF CONSOLIDATED STATEMENTS OF COMMON EQUITY]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A: Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial
statements include the accounts of the Company and its
subsidiaries. All material intercompany items have been eliminated
in consolidation.
Utility Regulation - The Company's utility operations are subject
to regulation by the Massachusetts Department of Public Utilities
(DPU) with respect to rates charged for natural gas sales and
transportation, among other things. The Company's policies conform
with generally accepted accounting principles, as applied to
regulated public utilities.
Utility Property and Non-Utility Property - Utility property and
non-utility property are stated at original cost, including labor,
materials, taxes and overheads. The amount of interest capitalized
as a component of construction overheads amounted to $227,000,
$181,000 and $156,000 in 1993, 1992 and 1991, respectively.
The original cost of depreciable utility property retired,
together with the cost of removal, net of salvage, is charged to
accumulated depreciation. Depreciation applicable to the Company's
utility property in service is calculated in accordance with
depreciation rates as approved by the DPU. The composite
depreciation rate was approximately 2.91% through October 31,
1993, which was increased to approximately 3.77% effective with a
rate increase as approved by the DPU on November 1, 1993. The
composite depreciation rate is applied to the utility property
balance at the beginning of each year. Depreciation on non-utility
property is computed by various methods.
Operating Revenues - Operating revenues are accrued based upon the
amount of gas delivered to utility customers through the end of
the accounting period. Accrued utility revenues of $7,170,000 and
$5,492,000, as reported in the Consolidated Balance Sheets at
December 31, 1993 and 1992, respectively, represent the accrual of
unbilled operating revenues net of related gas costs. The
Company's policy is to record lost margins and financial
incentives relating to the Company's demand side management
programs as revenue when earned by the Company and approved by the
DPU. No lost margins or incentives have been recorded to date.
Unbilled Gas Costs - The Company charges or credits its utility
customers for increases or decreases in gas costs from those
reflected in its base tariffs by applying a cost of gas adjustment
clause (CGAC). In accordance with the CGAC, any under or over
recoveries of gas costs are charged or credited to the unbilled
gas cost account and recorded as a current asset or liability.
Such under or over recoveries are collected or refunded, with
interest accrued at the prime rate, in subsequent periods.
Unbilled gas costs as of December 31, 1993 includes $305,000 of
accrued pipeline charges relating to restructured gas supply
contracts. It also includes $2,833,000 of transition costs that
have been paid but not yet recovered from utility customers (see
Note I).
Pipeline Refunds Due Customers - The Company periodically receives
refunds from interstate pipeline companies related to rate
adjustments ordered by the Federal Energy Regulatory Commission
(FERC). All of the refunds are returned to utility customers under
methods approved by the DPU.
Excess Cost of Investments over Net Assets Acquired - This asset
arose principally from the pre-1971 acquisitions of utility
operations. No amortization has been provided since, in the
opinion of management, there has been no diminution in value of
the applicable investments.
Income Taxes - The Company records deferred income taxes for the
income tax effect of the difference between book and tax
depreciation and all other temporary book and tax differences, in
accordance with Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes" (SFAS 109). Unamortized
investment tax credits, which were allowed under Federal income
tax laws prior to 1987, have been deferred and are being amortized
as a credit to income tax expense over the estimated service lives
of the corresponding assets.
Interest and Debt Expense - Interest and debt expense includes
interest on long-term debt, interest on short-term notes payable
and regulatory interest. As approved by the DPU, regulatory
interest is interest expense or income charged or credited on
regulatory assets or liabilities.
Pension Plans - The Company and its subsidiaries have defined
benefit pension plans covering substantially all employees. These
include two qualified union plans, one qualified plan for non-
union employees, and various unqualified individual deferred
compensation agreements covering certain key employees and
retirees. The Company's funding policy is to contribute annually
an amount at least equal to the normal cost plus a 30-year
amortization of the unfunded actuarially calculated accrued
liability and additional contributions to fund the unqualified
individual deferred compensation plans.
Cash and Cash Equivalents - For the purposes of the Consolidated
Balance Sheets and Statements of Cash Flows, the Company considers
cash investments with an original maturity of three months or less
to be cash equivalents.
Note B: Federal Income Tax
During 1992, the Company adopted Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" (SFAS 109). During
1991, the Company recorded deferred income taxes under Statement
of Financial Accounting Standards No. 96 "Accounting for Income
Taxes" (SFAS 96). The adoption of SFAS 109 had no significant
impact on the Company's financial statements. SFAS 109 requires,
among other things, the recording of cumulative deferred income
taxes on all temporary timing differences. Prior to October 1981
as approved by the DPU, the Company did not record deferred income
taxes but rather "flowed through" tax benefits to utility
customers. At December 31, 1993, the Company has a liability of
$12,689,000 on the Consolidated Balance Sheet as Deferred Income
Taxes - Unfunded and a corresponding unrecovered deferred charge.
The liability represents the tax effect of pre-1981 timing
differences for which deferred income taxes had not been provided,
increased in accordance with SFAS 109 for the tax effect of future
revenue requirements. The Company is recovering these unfunded
deferred taxes from utility customers over the remaining book life
of utility property.
The Company has a liability (Deferred Income Taxes- Due
Customers) of $1,238,000 at December 31, 1993, representing the
amount of pre-July 1, 1987 deferred income taxes that were
recorded in excess of the current Federal statutory income tax
rate. This amount is being returned to utility customers over the
remaining book life of utility property.
Federal income tax expense is comprised of the following
components:
Year Ended December 31,
(In Thousands) 1993 1992 1991
Charged (credited) to operations:
Current $5,191 $(362) $2,348
Deferred:
Unbilled gas costs (1,753) 3,590 -
Accelerated depreciation 2,157 2,092 1,727
Cost of removal 190 149 138
Construction contribution - - (343)
Environmental response costs (33) (223) (175)
Pension 141 131 110
Recovery of unfunded deferred taxes 556 578 572
Miscellaneous (93) (316) (311)
Amortization of investment tax credits (245) (249) (263)
Total 6,111 5,390 3,803
Charged (credited) to other income 578 486 (90)
Total Federal income tax expense $6,689 $5,876 $3,713
The effective Federal income tax rate and the reasons for the
difference from the statutory Federal income tax rate are as
follows:
1993 1992 1991
Statutory Federal income tax rate 35% 34% 34%
Increases (reductions) in taxes
resulting from:
Amortization of investment tax credits (1) (2) (2)
Construction contribution - - (3)
Recovery of unfunded deferred taxes 3 4 5
Miscellaneous items (1) - (3)
Effective Federal income tax rate 36% 36% 31%
Temporary differences which gave rise to the following deferred
tax assets and liabilities at December 31, 1993 are:
(In Thousands) Deferred Tax Assets (Liabilities)
Construction contributions $ 1,176
Other 940
Total deferred tax assets 2,116
Accelerated depreciation (32,333)
Cost of removal (2,105)
Unbilled gas costs (2,212)
Environmental response costs (1,634)
Other (2,128)
Total deferred tax liabilities (40,412)
Total deferred taxes $ (38,296)
Note C: Capital Stock
As a result of the 3 for 2 stock split effective July 29, 1992,
the par value of the Company's Common Stock changed from $5.00 per
share to $3.33 per share. Also during 1992, the number of
authorized shares was increased from 8,000,000 to 15,000,000.
Pursuant to the Company's dividend reinvestment and common stock
purchase plan, stockholders can automatically reinvest their cash
dividends and can invest optional limited amounts of cash payments
in newly issued shares.
The Company has authorized and unissued 547,559 shares of Class
A Preferred Stock, $25 par value, of which 100,000 shares have
been designated a Junior Preferred Stock series and reserved for
issuance under the Rights Plan described below, and 370,000 shares
of Class B Preferred Stock, $1 par value.
On November 9, 1993, the Company's Board of Directors adopted a
Shareholder Rights Plan (the "Rights Plan") and declared a
dividend distribution of one share purchase right (a "Right") for
each outstanding share of the Company's Common Stock, to
stockholders of record on December 1, 1993. Each Right entitles
the holder to purchase one one-hundredth of a share of the
Company's Series A-1 Junior Participating Preferred Stock, par
value $25 per share, at a price of $60 per share, subject to
adjustment. The exercise of the Rights is subject to obtaining DPU
approval. The description and terms of the Rights are set forth in
a Rights Agreement between the Company and The First National Bank
of Boston. The Rights attach to each outstanding share issued and
to be issued and expire on December 1, 2003. The Rights do not
carry voting or dividend rights, have no dilutive effect and do
not impact the earnings of the Company.
The Rights only become exercisable, or separately transferable,
10 days after a person or group acquires, or announces an
intention to acquire, beneficial ownership of 20% or more of the
Company's Common Stock. The Rights are redeemable by the Board at
a price of $.01 per Right, at any time prior to the earliest of
the expiration of ten days after the acquisition by a person or
group of beneficial ownership of 20% or more of the Company's
Common Stock; and the final expiration date.
Note D: Retained Earnings
The Company's ability to pay dividends on its Common Stock from
retained earnings is restricted by the first mortgage bond
indenture and by the bank line of credit. Under the most
restrictive covenant, approximately $15,776,000 of retained
earnings was available to pay dividends on Common Stock as of
December 31, 1993.
Note E: Long-Term Debt
The composition of long-term debt is as follows:
December 31,
(In Thousands) 1993 1992
First mortgage bonds:
14.00% Series CC due 1999 $ 2,750 $ 3,250
8.86% Series CD due 2001 8,000 9,000
9.40% Series CE due 1997 15,000 15,000
10.25% Series CF due 2004 20,000 20,000
8.05% Series CG due 1999 20,000 20,000
8.80% Series CH due 2022 25,000 25,000
Total 90,750 92,250
Less: Long-term debt due within one year 3,318 1,500
Total long-term debt $ 87,432 $ 90,750
The aggregate amount of maturities and sinking fund requirements
for the years 1994, 1995, 1996, 1997, and 1998 are $3,318,000,
$8,318,000, $8,318,000, $8,318,000, and $3,318,000, respectively.
In addition to these normal sinking fund requirements, the Company
will have the option to call all or a portion of the Series CC
first mortgage bonds on or after June 15, 1994.
The first mortgage bonds are collateralized by utility property.
The Company's first mortgage bond indenture includes, among other
provisions, limitations on the issuance of long-term debt, leases
and the payment of dividends from retained earnings.
Note F: Short-Term Debt
In June 1993, the Company established a one-year bank line of
credit of $60,000,000 with a consortium of five banks to replace
its expiring $50,000,000 bank line of credit. The bank line of
credit allows the Company to borrow on a demand basis up to
$60,000,000, less whatever amount has been borrowed through the
Company's gas inventory trust (described below). The line of
credit allows the Company the option to borrow under four
alternative rates: prime rate, certificate of deposit rate,
eurodollar rate (LIBOR), and a competitive bid option. At December
31, 1993, the credit available under the bank line of credit was
$12,167,000. The weighted average interest rates for the Company's
short-term debt were 3.64% and 3.76% at December 31, 1993 and
1992, respectively.
The Company has an agreement with a single-purpose Massachusetts
trust, the Company's gas inventory trust, under which the Company
sells supplemental gas inventory to the trust at the Company's
cost. The Company's agreement with the trust requires it to
repurchase such inventory at cost when needed and reimburse the
trust for expenses incurred to finance the gas inventory. The
trust finances such purchases of inventory by borrowing under a
bank line of credit with a maximum borrowing commitment of
$30,000,000 that is complementary to and on similar terms as the
Company's bank line of credit described above. The DPU has
approved the inventory trust arrangement and has permitted the
cost of such gas inventory, including fees and financing costs, to
be recovered through the Company's CGAC. During 1993, 1992 and
1991 approximately $390,000, $433,000 and $671,000, respectively,
of financing costs were incurred by the trust.
Note G: Lease Obligations
The Company leases certain facilities and equipment used in its
operations. In accordance with accounting for regulated public
utilities, the Company has capitalized certain of these leases and
reflects lease payments as rental expense in the periods to which
they relate. This capitalization has no impact on the Company's
net income.
Assets held under capital leases amounted to approximately
$7,475,000 and $8,329,000 at December 31, 1993 and 1992,
respectively. Accumulated amortization on assets held under
capital leases amounted to approximately $3,561,000 and $3,963,000
at December 31, 1993 and 1992, respectively.
The most significant agreements which meet the criteria for
capital lease classification are a lease which expires in 1998 for
a liquefied natural gas storage tank in South Yarmouth,
Massachusetts and a lease which expires in 2002 for office
facilities in Lowell, Massachusetts. Both leases have fair market
renewal options at the end of their initial terms.
Total rental expense for the years 1993, 1992 and 1991
approximated $1,808,000, $1,984,000 and $2,163,000, respectively.
At December 31, 1993, the future minimum payments (including
interest) under the Company's lease agreements are: $1,069,000 in
1994; $917,000 in 1995; $719,000 in 1996; $572,000 in 1997;
$389,000 in 1998; and $882,000 thereafter.
Note H: Employee Benefit Plans
Savings Plans - The Company sponsors three employee 401(k) Savings
Plans. The Company's matching contribution, exclusive of plan
administration costs, was $418,000, $316,000 and $291,000 for
1993, 1992 and 1991, respectively.
Pension Plans - The Company and its subsidiaries have various
defined benefit pension plans covering substantially all
employees.
Net periodic pension cost is comprised of the following
components:
Year Ended December 31,
(In Thousands) 1993 1992 1991
Benefits earned during the period $ 1,031 $ 958 $ 752
Interest cost on projected benefit
obligation 2,690 2,500 2,093
Actual return on plan assets (2,656) (469) (7,839)
Net amortization and deferral 325 (1,760) 6,276
Net periodic pension cost $1,390 $1,229 $1,282
Assumptions used in actuarial calculations were as follows:
Year Ended December 31,
1993 1992 1991
Weighted average discount rate 7.25% 8.00% 8.00%
Future compensation increases 5.00% 5.50% 5.50%
Expected long-term rate of return
on assets 9.00% 9.00% 9.00%
The funded status of the plans at December 31, 1993 and 1992 is as
follows:
1993 1992
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
(In Thousands) Benefits Assets Benefits Assets
Projected benefit
obligations:
Vested $(23,689) $(9,208) $(19,728) $(8,287)
Nonvested (562) (356) (420) (414)
Accumulated (24,251) (9,564) (20,148) (8,701)
Due to recognition of
future salary increases (5,665) (6) (4,978) -
Total (29,916) (9,570) (25,126) (8,701)
Plan assets at fair 28,250 5,186 26,226 4,799
value
Projected benefit
obligation
(in excess of) less
than plan assets (1,666) (4,384) 1,100 (3,902)
Unrecognized net loss
(gain) 1,695 909 (1,203) 281
Unrecognized
transition amount 2,818 2,312 2,665 2,681
Additional liability
accrued - (3,215) - (2,962)
Prepaid (accrued)
pension costs $2,847 $(4,378) $2,562 $(3,902)
Assets of the employee benefit plans are invested in domestic and
international equities, medium-term domestic fixed income
securities, international fixed income securities and other short-
term debt instruments.
Postretirement Life and Health Benefit Plan - The Company sponsors
a postretirement benefit plan that covers substantially all
employees. The plan provides medical, dental and life insurance
benefits. The plan is contributory for retirees, with respect to
postretirement medical and dental benefits; the plan is
noncontributory with respect to life insurance benefits.
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106). Prior to
1993, expense was recognized when benefits were paid, which was
$148,000 and $168,000 in 1992 and 1991, respectively. In
accordance with SFAS 106, the Company began recording the cost for
this plan on an accrual basis for 1993. As permitted by SFAS 106,
the Company will record the transition obligation over a twenty-
year period. The Company's cost under this plan for 1993 was
$817,000. A regulatory asset of $431,000 has been recorded,
leaving a net expense of $386,000. This regulatory asset
represents the excess of postretirement benefits on the accrual
basis over the paid amounts for the period of January 1, 1993
until November 1, 1993, the effective date of the DPU's approval
of the Company's new rates. Currently, the DPU allows
Massachusetts utilities to recover the tax deductible portion of
these postretirement benefits.
Beginning in 1990, the Company has funded a portion of these
costs through the combination of a trust under Section 501(c)(9)
of the Internal Revenue Code and separate accounts of the trust
under Section 401(h) of the Internal Revenue Code. The Company is
currently funding an amount each year equal to the maximum tax
deductible amount.
The following table sets forth the Plan's funded status
reconciled with the amounts recognized in the Company's financial
statements at December 31, 1993:
(In Thousands)
Accumulated postretirement
benefit obligation:
Retirees $(2,523)
Fully eligible active plan participants (1,629)
Other active plan participants (2,388)
(6,540)
Plan assets at fair value 2,940
Accumulated postretirement benefit obligation
in excess of plan assets (3,600)
Unrecognized net (gain) from past experience
different from that assumed and from
changes in assumptions (60)
Unrecognized transition obligation 5,123
Prepaid postretirement benefit cost $1,463
Net periodic postretirement benefit cost for 1993 included the
following components:
(In Thousands)
Service cost - benefits attributable to service
during the period $ 268
Interest cost on accumulated postretirement
benefit obligation 478
Actual return on plan assets (202)
Net amortization and deferral 273
Net periodic postretirement benefit cost 817
Regulatory asset (431)
Net expense $ 386
For measurement purposes, a 9% (8% for medical costs after
age 65 and 4.5% for dental costs) annual rate of increase in the
per capita cost of covered health care benefits was assumed for
1994; the rate for medical costs was assumed to decrease gradually
to 5% for 2001 (to 4.5% for 2004 for medical costs after age 65)
and remain at that level thereafter. The health care cost trend
rate assumption has a significant effect on the amounts reported.
To illustrate, increasing the assumed health care cost trend rates
by 1% point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1993 by
$935,000 and the aggregate of the service and the interest cost
components of net periodic postretirement benefit cost for 1993 by
$124,000.
The weighted-average discount rate used in determining the
accumulated postretirement benefit obligation was 7.25%. The
expected long-term rate of return on plan assets was 9% for assets
in the Section 401(h) accounts and, after estimated taxes, was 6%
for assets in the Section 501(c)(9) trust.
Postemployment Benefits - The Company plans to adopt prospectively
for 1994 Statement of Financial Accounting Standards No. 112
"Employer's Accounting for Postemployment Benefits" (SFAS 112).
This statement requires accrual accounting for benefits to former
or inactive employees after employment but before retirement. The
adoption of SFAS 112 should not have a significant effect on the
Company's results of operations.
Note I: Other Commitments
Long-Term Obligations - The Company has contracts, which expire at
various dates through the year 2012, for the acquisition of gas
supplies and the storage and delivery of natural gas stored
underground. The contracts contain minimum payment provisions
which correspond to gas purchases that, in the opinion of
management, are not in excess of the Company's requirements. Based
on current rates, the minimum payments under these contracts total
$518,000,000 through the year 2012, of which approximately
$48,000,000 is due during each of the next five years.
FERC Order No. 636 Transition Costs - As a result of FERC Order
636, several of the Company's interstate pipeline service
providers have been required to unbundle their supply and
transportation services. This unbundling has caused the interstate
pipeline companies to incur substantial costs in order to comply
with Order 636. These transition costs include four types: (1)
unrecovered gas costs (gas costs that have been incurred but not
yet recovered by the pipelines when they were providing bundled
service to local distribution companies); (2) gas supply
realignment costs (the cost of renegotiating existing gas supply
contracts with producers); (3) stranded costs (unrecovered costs
of assets that can not be assigned to customers of unbundled
services); and (4) new facilities costs (costs of new facilities
required to physically implement Order 636).
Pipelines are expected to be allowed to recover prudently
incurred transition costs from customers such as the Company,
primarily through a demand charge, after approval by FERC. The
Company's transition cost liabilities are estimated to range from
$5,100,000 to $12,000,000. Through December 31, 1993, the Company
has paid $3,100,000 of transition costs. The Company is recovering
these costs from its customers, as approved by the DPU. As of
December 31, 1993, the Company has recorded on the balance sheet a
long-term liability of $2,000,000 ("Accrued Transition Costs") and
based upon rate recovery, has recorded a regulatory asset of
$2,000,000 ("Unrecovered Transition Costs Accrued"). Actual
transition costs to be incurred depends on various factors, and
therefore future costs may differ from the amounts discussed
above.
Note J: Contingencies
Working with the Massachusetts Department of Environmental
Protection, the Company is engaged in site assessments and
evaluation of remedial options for contamination that has been
attributed to the Company's former gas manufacturing site and at
various related disposal sites. During 1990, the DPU ruled that
Colonial and eight other Massachusetts gas distribution companies
can recover environmental response costs related to former gas
manufacturing operations over a seven-year period, without
carrying costs, through the CGAC. Through December 31, 1993, the
Company had incurred $7,750,000 of environmental response costs
related to these sites, $1,521,000 for the former gas
manufacturing site and $6,229,000 for the related disposal sites.
The Company expects to continue incurring costs arising from these
environmental matters.
As of December 31, 1993 the Company has recorded on the balance
sheet a long-term liability of $5,300,000 representing estimated
future response costs relating to these sites based on the
Company's preferred methods of remediation; of this amount
$2,200,000 relates to the gas manufacturing site. Based upon the
DPU order approving rate recovery of environmental response costs,
a regulatory asset of $5,300,000 has been recorded on the balance
sheet ("Unrecovered Environmental Costs Accrued"). This amount has
decreased from the prior year estimate based upon the completion
of certain remedial actions and a lower expectation of future
costs due to changes in environmental regulations and a better
understanding of on-site exposures. Actual environmental response
costs to be incurred depends on various factors, and therefore
future costs may differ from the amount currently recorded as a
liability.
As of December 31, 1993, the Company had settled claims relating
to this matter with all liability insurers and other known
potentially responsible parties ("PRP"), except for one. The
Company expects to receive $250,000 in 1994 from that PRP. In
accordance with the DPU order referred to above, half the costs
incurred in pursuing insurers and other PRP are recovered from the
ratepayers through the CGAC and half are initially borne by the
Company. Also, per this order, any insurance and other proceeds
are applied first to the Company's costs of pursuing recovery from
insurers and other PRP, with the remainder divided equally between
the ratepayers and shareholders.
The table below summarizes the environmental response costs
incurred and insurance and other proceeds received relating to
these environmental response costs:
(In Thousands) Insurance and
Other Proceeds
Response Costs Recorded as
Recovered Period Returned Non-Operating
from of Rate to Income
Year Incurred Customers Recovery Customers Net of Taxes
1988 $ 853 $ 488 1990-1997 - -
1989 4,031 2,303 1990-1997 - -
1990 639 274 1991-1998 - -
1991 374 107 1992-1999 $ 851 $ 525
1992 617 88 1993-2000 1,121 673
1993 1,236 - 1994-2001 469 290
Total $7,750 $3,260 $2,441 $1,488
Note K: Fair Value of Financial Instruments
In accordance with Statement of Financial Accounting Standards No.
107 "Disclosures About Fair Values of Financial Instruments", the
following methods and assumptions were used to estimate the fair
value for the following financial instruments:
Cash and Cash Equivalents and Short-term Debt - The carrying
amount approximates fair value.
Long-Term Debt - The fair value of long-term debt is estimated
based on the rates available to the Company at the end of each
respective year for debt of the same remaining maturities. The
carrying amount of long-term debt (including current maturities)
was $90,750,000 and $92,250,000 as of December 31, 1993 and 1992,
respectively. The fair value of long-term debt was $104,562,000 and
$101,440,000 as of December 31, 1993 and 1992, respectively.
Under current regulatory treatment, any premiums paid to refinance
long-term debt, would be recovered over the life of the new debt,
and would not have a significant impact on the Company's results
of operations.
Note L: Quarterly Financial Data (Unaudited)
(In Thousands Except Per Share Amounts)
Income
Utility (Loss) Per
Operating Net Average Dividends
Operating Income Income Common Paid Per
Quarter Ended Revenues (Loss) (Loss) Share Share
1993
December 31 $55,289 $8,780 $6,945 $ .87 $.310
September 30 12,259 (2,738) (3,722) (.47) .310
June 30 20,587 (1,417) (3,235) (.41) .310
March 31 78,126 14,265 12,034 1.53 .305
1992
December 31 $50,261 $7,547 $5,568 $ .71 $.305
September 30 12,458 (2,713) (3,922) (.51) .305
June 30 18,251 (1,838) (3,614) (.47) .303
March 31 64,084 14,155 12,611 1.65 .300
In the opinion of management, the quarterly financial data
includes all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of such information.
The Company typically reports profits during the first and fourth
quarters of each year while incurring losses during the second and
third quarters. This is due to significantly higher natural gas
sales during the colder months to satisfy customers' heating
needs.
Note M: Reclassifications
Certain amounts in the prior years have been reclassified to
conform with the 1993 financial statement presentation.
[END OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders of Colonial Gas Company
We have audited the accompanying consolidated balance sheets of
Colonial Gas Company and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of income, cash
flows, and common equity for each of the three years in the period
ended December 31, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Colonial Gas Company and subsidiaries as of
December 31, 1993 and 1992, and the consolidated results of their
operations and their consolidated cash flows for each of the three
years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
As discussed in Note H to the Consolidated Financial Statements,
in 1993 the Company changed its method of accounting for
postretirement benefits other than pensions.
Boston, Massachusetts
January 18, 1994
[END OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS]
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Income and Dividends
Net income was $12,022,000 or $1.52 per common share in 1993
compared to $10,643,000 or $1.38 per common share in 1992, and
$8,317,000 or $1.10 per common share in 1991.
Net income was impacted by significantly colder-than-normal
temperatures in 1993 and 1992 and significantly warmer-than-normal
temperatures in 1991, which is summarized as follows:
1993 1992 1991
Percent colder (warmer) than normal
Peak Season (January - April and
November - December) 8.0% 2.6% (8.1)%
Off-Peak Season (May - October) 3.7% 17.9% (15.4)%
Year Average 7.3% 4.8% (9.2)%
Percent colder (warmer) than prior year
Peak Season (January - April and
November - December) 5.2% 11.7% 3.2%
Off-Peak Season (May - October) (12.1)% 39.4% (12.6)%
Year Average 2.4% 15.5% 0.7%
Other items which had an impact on net income are discussed in the
following sections.
Dividends per common share were $1.235 in 1993, $1.213 in 1992
and $1.193 in 1991. The Company has paid dividends for 57
consecutive years, and has increased dividends each year for the
past fourteen years.
Operating Revenues
Operating revenues were $166,261,000 in 1993, $145,054,000 in 1992
and $137,719,000 in 1991. Operating revenues are impacted by the
volumes of gas sold and transported, changes in base rates, as
approved by the Massachusetts Department of Public Utilities
(DPU), and the pass-through of gas costs to customers via a cost
of gas adjustment clause (CGAC).
The volumes of gas sold are affected by fluctuations in weather
and the number of customers being served. Firm customers increased
by 11,239 over the last three years, an increase of 9.3%, which
increase has added to sales volume. The chart below summarizes
volumes of gas sold and transported and firm customers:
1993 1992 1991
Gas sold (In MMcf)
Firm 18,935 18,542 16,689
Interruptible 1,030 1,508 1,631
Gas transported
Firm 4,163 1,997 1,133
Interruptible 4,026 2,820 3,352
Total gas sold and
transported (In MMcf) 28,154 24,867 22,805
Firm Customers 132,188 127,965 123,185
Operating revenues increased $21,207,000, or 14.6%, from 1992 to
1993. This increase resulted primarily from weather that was
colder than the prior year, a growing customer base and a 4.9%
rate increase effective November 1, 1993. Temperatures were 2.4%
colder than the comparable 1992 period and 7.3% colder than
normal. This cooler weather pattern, together with continued
customer growth, helped raise firm gas sales by 2.1% or 393,000
Mcf.
Operating revenues increased $7,335,000, or 5.3%, from 1991 to
1992. This increase resulted primarily from weather that was
colder than the prior year and a growing customer base.
Temperatures were 15.5% colder than the comparable 1991 period and
4.8% colder than normal. This cooler weather pattern, together
with continued customer growth, helped raise firm gas sales by
11.1% or 1,853,000 Mcf.
Cost of Gas Sold
Average cost of gas sold per Mcf was $4.53 in 1993, $3.73 in 1992
and $3.98 in 1991. Cost of gas sold is based upon the sales
volumes, the price and mix of gas purchased and used to satisfy
demand, and profits on interruptible sales, which flow back to the
customers as a credit through the CGAC.
The Company distributes natural gas purchased under long-term
contracts as well as gas purchased on the spot market. The
following table summarizes the sources of gas purchased by the
Company:
(In MMcf) 1993 1992 1991
Gas purchased
Pipeline firm 9,804 8,292 5,053
Pipeline spot 5,179 8,341 9,604
Underground storage 3,501 2,666 3,018
LNG/Other 1,832 1,668 999
Total gas purchased 20,316 20,967 18,674
Underground storage consists primarily of spot gas purchased and
injected into storage during the summer and fall for use during
the following winter.
Operating Expenses
Operations expense was $32,748,000 in 1993, an increase of
$1,267,000 or 4.0%, from 1992, and $31,481,000 in 1992, an
increase of $1,717,000, or 5.8%, from 1991. The increase in 1993
was primarily due to increased labor and medical insurance costs
and and an increase in bad debt expense. The majority of the
increase in 1992 was the result of increased labor and medical
insurance costs.
Maintenance expense increased $154,000, or 2.8%, in 1993 from
1992 and increased $353,000, or 6.9%, in 1992 from 1991.
Depreciation and amortization expense increased 15.5% or
$917,000 in 1993 and 7.8% or $426,000 in 1992. The increase in
1993 was primarily due to an increase in utility property and to
increased depreciation rates as a result of the Company's 1993
rate order. The increase in 1992 was the result of an increase in
utility property.
Local property and other taxes increased 14.8% in 1993 from 1992
and 17.2% in 1992 from 1991 due to higher property and payroll
taxes, and additional property subject to property taxes.
Income Taxes
Total Federal income and state franchise taxes increased 13.2% or
$862,000 in 1993 and 37% or $1,763,000 in 1992 as a result of a
higher level of income.
Other Operating Income (Expense)
Other operating income (expense), net of income taxes was $209,000
in 1993, $36,000 in 1992 and $(733,000) in 1991. Other operating
income includes results from the Company's wholly-owned energy
trucking subsidiary (Transgas) and appliance sales.
Transgas' improved financial results in 1993 are attributable to
the closing of its unprofitable bulk cement trucking operation
during the first half of the year. The closing of this operation
permitted Transgas to reduce overhead expenses. In addition,
trucking equipment associated with this operation were sold at
prices exceeding net book value. Transgas' LNG transportation
revenue increased due to renewed demand from natural gas
distribution companies as a result of colder than normal weather
throughout the Northeast during the winter of 1992/1993. However,
this increase was more than offset by the decline in its portable
pipeline business.
Transgas returned to profitability in 1992 after a loss in 1991
due to more normal weather, which increased demand for
supplemental fuels throughout the region. In addition, portable
pipeline sales rose dramatically in 1992 due to increases in
construction and maintenance projects by pipeline companies.
Factors affecting the future financial results of Transgas
include the amount of liquefied natural gas ("LNG") used by local
distribution companies throughout the northeast United States to
satisfy requirements of their customers; the price of domestic and
Canadian natural gas compared to imported LNG; and the level of
construction and major maintenance projects of interstate pipeline
companies which drives the demand for portable pipeline services.
Non-Operating Income
Non-operating income, net of income taxes, was $1,064,000 in 1993,
$922,000 in 1992 and $769,000 in 1991. Non-operating income
includes interest income and miscellaneous other income. Included
in non-operating income were recoveries of $290,000, $673,000 and
$525,000 in 1993, 1992 and 1991, respectively, resulting from
settlements reached with insurers and other potentially
responsible parties relating to enviromental response costs as
described under "Environmental Matters". Also included in non-
operating income for 1993 is an insurance recovery of $509,000
relating to a line of business that was discontinued in 1979.
Interest and Debt Expense
Interest and debt expense increased 9.0% in 1993 and decreased
8.3% in 1992. The increase in 1993 was due to the issuance of $45
million of long-term debt in June 1992 partially offset by a
decrease in interest expense on regulatory assets and decreased
levels of short-term debt and lower short-term interest rates. The
decrease in 1992 was primarily due to reduced levels of long-term
debt during the first six months of the year and a decrease in
interest expense on regulatory assets, offset by increased levels
of short-term debt.
Effects of Inflation
Inflation generally has a negative impact upon the Company's
profitability since the rates charged to the Company's utility
customers, excluding changes in the cost of gas sold, cannot be
increased without formal proceedings before the DPU. Changes in
the cost of gas sold are automatically reflected in customer rates
pursuant to semi-annual adjustments under the CGAC. In the absence
of authorized rate increases, the Company must look to increased
productivity and higher sales volumes to offset inflationary
increases in its other costs of operations. The present regulatory
process permits the Company to earn a rate of return based on the
historical cost of utility property without recognition to the
current replacement cost. The Company's policy is to file for an
increase in rates only when increases in productivity and
customers are not sufficient to counteract the impact of
inflation.
Regulatory Matters
During 1990, the DPU ruled that the Company and eight other
Massachusetts gas distribution companies can recover environmental
response costs related to former gas manufacturing operations
through the CGAC as described under "Environmental Matters".
In August 1992, the DPU approved the second phase of the
Company's demand side management program. When completed this
program is expected to save over $15 million in gas costs that
would have been incurred over the lives of the installed
conservation measures. In order to achieve these savings, Colonial
is investing $8 million over a two-year period in customer
conservation measures such as insulation, heating systems controls
and water heating conservation devices. As a result, Colonial
expects to reduce customer bills by a net $7 million from the
levels they would have been at if no conservation occurred.
Colonial has been authorized by the DPU to fully recover all costs
associated with the program through the CGAC. In addition, the
Company is also authorized to recover the margins lost as a result
of this program and, if certain milestones are met, to receive an
additional financial incentive of up to $400,000. In January 1994,
the Company filed a request with the DPU to extend the operation
of this program from September 1994 until September 1995. A ruling
is expected shortly.
In October 1992, the Company received authorization from the DPU
to extend natural gas service into the Town of Eastham,
Massachusetts. Eastham, located at the eastern end of Cape Cod,
provides Colonial with new growth opportunities. Colonial believes
that there are 5,000 homes and businesses in Eastham that
currently utilize other fuels such as oil, electricity and propane
which present opportunities for natural gas conversions. The
Company has added 104 customers in the town since facilities were
constructed in the fourth quarter of 1992.
In November 1992, the DPU approved Colonial's request for two
new rate schedules which are designed to overcome equipment cost
disadvantages that existed in the natural gas air conditioning and
small scale cogeneration markets. By reducing , if not
eliminating, these cost disadvantages, the Company expects to
increase sales into these markets and increase the usage of its
distribution system during off peak periods. The Company has used
these new rate schedules to make proposals to potentially large
customers and expects to continue to pursue this new market
opportunity in 1994.
In April 1993, the Company applied for a $10.75 million or 7.87%
increase in its base rates. This was only the second base rate
increase requested by Colonial since 1984. Effective November 1,
1993, the Company received DPU approval of a settlement agreement
that called for a base rate increase designed to produce
additional revenues of $6.7 million or 4.9% annually. In addition
to this rate increase, the DPU approved a proposal to expand the
eligibility criteria for Colonial's discount rate to be applied to
low-income residential heating customers.
The table below summarizes the Company's recent rate activity:
Results of the Company's Request to Increase Base Revenue
Requested Approved
Date Effective Amount Percentage Amount Percentage
November 1, 1984 $ 4.30 million 3.73% $2.8 million 2.4%
November 1, 1990 $12.80 million 9.86% $7.9 million 5.6%
November 1, 1993 $10.75 million 7.87% $6.7 million 4.9%
In response to new marketing opportunities which may result from
the Federal Energy Regulatory Commission ("FERC") Order 636 and
the unbundling of interstate pipeline services, Colonial requested
in its 1993 rate filing and gained DPU approval to offer a firm
transportation service on the Company's distribution system in
order to provide customers with an alternative to traditional firm
sales service. The DPU order also permits the Company to retain
10% of the revenues generated from releasing the Company's
interstate pipeline transportation capacity to third parties above
a threshold of $2,500,000 for 1994. In 1993, the Company earned
$2,200,000 in capacity release revenue that was credited back to
firm customers and had no impact on earnings.
In October 1993, the DPU approved Colonial's proposal for a rate
targeted at the natural gas vehicle market. The approved rates
remain in effect over the course of a "market-development" period
that extends until January 1, 1997. To assist Colonial in selling
additional quantities of natural gas to the natural gas powered
vehicle market, the authorized rate is to be indexed $.50 below
the retail price of gasoline, provided that it cannot fall below a
floor rate equal to Colonial's marginal cost of gas plus 5%. As of
December 31, 1993, these rates are approximately equal to $0.70
per gallon equivalent for retail customers.
By the fall of 1993, two interstate pipelines serving Colonial
had implemented Order 636. Order 636, issued in 1992, required
interstate pipeline companies to "unbundle" gas supply,
transportation and storage services previously provided under a
unified tariffed service. Now, the Company is responsible for
procuring gas supplies and storage services to meet its load
requirements, with the pipelines providing transportation only
service. In general, Colonial pays negotiated rates for gas
supplies and FERC-approved tariffed rates for transportation and
storage services. On November 9, 1993, the Company filed each of
its gas supply purchase contracts to be reviewed by the DPU, which
has not previously exercised jurisdiction with respect to the
Company's base load supplies. These FERC ordered changes may
increase the contracting, supply and regulatory risk for the
Company. At the same time, they could also create a more
competitive market for gas supply which would permit the Company
to achieve savings in its cost of gas. Because the new rules have
recently been implemented, the Company cannot now predict their
impact, but it does not expect them to have a material direct
effect on its results of operations.
Environmental Matters
Working with the Massachusetts Department of Environmental
Protection, the Company is engaged in site assessments and
evaluation of remedial options for contamination that has been
attributed to the Company's former gas manufacturing site and at
various related disposal sites. During 1990, the DPU ruled that
Colonial and eight other Massachusetts gas distribution companies
can recover environmental response costs related to former gas
manufacturing operations over a seven-year period, without
carrying costs, through the CGAC. Through December 31, 1993, the
Company had incurred $7,750,000 of environmental response costs
related to these sites, $1,521,000 for the former gas
manufacturing site and $6,229,000 for the related disposal sites.
The Company expects to continue incurring costs arising from these
environmental matters.
As of December 31, 1993 the Company has recorded on the balance
sheet a long-term liability of $5,300,000 representing estimated
future response costs relating to these sites based on the
Company's preferred methods of remediation; of this amount
$2,200,000 relates to the gas manufacturing site. Based upon the
DPU order approving rate recovery of environmental response costs,
a regulatory asset of $5,300,000 has been recorded on the balance
sheet ("Unrecovered Environmental Costs Accrued"). This amount has
decreased from the prior year estimate based upon the completion
of certain remedial actions and a lower expectation of future
costs due to changes in environmental regulations and a better
understanding of on-site exposures. Actual environmental response
costs to be incurred depends on various factors, and therefore
future costs may differ from the amount currently recorded as a
liability.
As of December 31, 1993, the Company had settled claims relating
to this matter with all liability insurers and other known
potentially responsible parties ("PRP"), except for one. The
Company expects to receive $250,000 in 1994 from that PRP. In
accordance with the DPU order referred to above, half the costs
incurred in pursuing insurers and other PRP are recovered from the
ratepayers through the CGAC and half are initially borne by the
Company. Also, per this order, any insurance and other proceeds
are applied first to the Company's costs of pursuing recovery from
insurers and other PRP, with the remainder divided equally between
the ratepayers and shareholders.
The table below summarizes the environmental response costs
incurred and insurance and other proceeds received relating to
these environmental response costs:
(In Thousands) Insurance and
Other Proceeds
Response Costs Recorded as
Recovered Period Returned Non-Operating
from of Rate to Income
Year Incurred Customers Recovery Customers Net of Taxes
1988 $ 853 $ 488 1990-1997 - -
1989 4,031 2,303 1990-1997 - -
1990 639 274 1991-1998 - -
1991 374 107 1992-1999 $ 851 $ 525
1992 617 88 1993-2000 1,121 673
1993 1,236 - 1994-2001 469 290
Total $7,750 $3,260 $2,441 $1,488
Accounting Standards
During 1992, the Company adopted Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" (SFAS 109). During
1991, the Company recorded deferred income taxes under Statement
of Financial Accounting Standards No. 96 "Accounting for Income
Taxes" (SFAS 96). The adoption of SFAS 109 had no significant
impact on the Company's financial statements.
During 1993, the Company adopted Statement of Financial Accounting
Standards No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS 106). Prior to 1993, expense
was recognized when benefits were paid, which was $148,000 and
$168,000 in 1992 and 1991, respectively. In accordance with SFAS
106, the Company began recording the cost for this plan on an
accrual basis for 1993. As permitted by SFAS 106, the Company will
record the transition obligation over a twenty-year period. The
Company's cost under this plan for 1993 was $817,000. A regulatory
asset of $431,000 has been recorded, leaving a net expense of
$386,000. This regulatory asset represents the excess of
postretirement benefits on the accrual basis over the paid amounts
for the period of January 1, 1993 until November 1, 1993, the
effective date of the DPU's approval of the Company's new rates.
Currently the DPU allows Massachusetts utilities to recover the
tax deductible portion of these postretirement benefits.
The Company plans to adopt prospectively for 1994 Statement of
Financial Accounting Standards No. 112 "Employer's Accounting for
Postemployment Benefits" (SFAS 112). This statement requires
accrual accounting for benefits to former or inactive employees
after employment but before retirement. The adoption of SFAS 112
should not have a significant impact on the Company's results of
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is affected by its ability to generate
funds from operations and to access capital markets. The Company's
operations are seasonal with its cash flow reflecting this
seasonality. The Company typically generates approximately 70
percent of its annual operating revenues during the November
through April heating season, which results in a high level of
cash flow from operations from late winter through early summer.
As a result of this seasonality, the Company's liquidity can be
affected by significant variations in weather. Short-term
borrowings are highest during the fall and early winter months due
to the completion of the annual construction program and seasonal
working capital requirements.
The Company's capital additions were $26,156,000 in 1993,
$27,166,000 in 1992 and $17,314,000 in 1991. The Company's 1994
capital expenditure forecast is $27,000,000. The Company has
completed a comprehensive planning effort which resulted in the
development of a long-range capital plan. This plan calls for
annual capital expenditures averaging $28,400,000 over the next
five years as set forth in the chart below:
(In Thousands) 1994 1995 1996 1997 1998
Distribution $18,100 $19,900 $20,200 $22,500 $22,300
Production 1,400 3,800 5,900 3,200 1,000
Information Systems 4,400 4,200 4,300 700 700
Automated Meter
Reading 1,600 1,100 1,000 1,000 1,100
General 1,500 300 300 1,100 300
Total Capital
Expenditures $27,000 $29,300 $31,700 $28,500 $25,400
The Company has a $60 million credit facility that expires in
June 1994. Up to $30 million of the credit facility can be used by
the Company's gas inventory trust. This facility allows the
Company the option to borrow under any one of four alternative
rates. The Company expects to make new short-term credit
arrangements prior to the expiration of the credit facility.
The Company has raised permanent capital during the last three
years as follows:
(In Thousands) 1993 1992 1991
Common Stock Under
Dividend Reinvestment
and Common Stock
Purchase Plan and three
Employee Savings Plans $4,283 $4,286 $2,776
Long-Term Debt
Series CG, 8.05%,
due entirely in 1999 - $20,000 -
Series CH, 8.80%,
due entirely in 2022 - $25,000 -
The equity and debt components of the Company's capital structure
at the end of the year is shown in the table below:
1993 1992 1991
Equity 52% 49% 62%
Long-Term Debt 48% 51% 38%
[END OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS]
SELECTED FINANCIAL DATA
(For the Years Ending December 31)
(In Thousands Except Per
Share Amounts) 1993 1992 1991 1990
Balance Sheet Data:
Assets:
Utility property - net $202,713 $183,815 $162,736 $151,480
Non-utility property - net 3,235 4,039 4,767 5,076
Capital leases - net 3,914 4,366 4,557 4,962
Current assets 67,668 71,763 53,472 46,393
Deferred charges and other assets 34,588 38,939 38,789 29,925
Total $312,118 $302,922 $264,321 $237,836
Capitalization and Liabilities:
Capitalization:
Common equity $ 94,283 $ 87,771 $ 82,221 $ 80,109
Preferred stock - - - -
Long-term debt 87,432 90,750 50,410 64,604
Total Capitalization 181,715 178,521 132,631 144,713
Capital lease obligations 3,149 3,591 3,838 4,233
Current liabilities 73,413 64,567 73,993 47,729
Deferred credits and reserves 53,841 56,243 53,859 41,161
Total $312,118 $302,922 $264,321 $237,836
Income Statement Data:
Operating revenues $166,261 $145,054 $137,719 $134,298
Cost of gas sold (90,915) (75,143) (73,288) (78,930)
Operating margin 75,346 69,911 64,431 55,368
Operating expenses (including
income taxes) (56,456) (52,760) (48,009) (42,853)
Utility operating income 18,890 17,151 16,422 12,515
Other income - net of income taxes 1,273 958 36 1,625
Interest and debt expense (8,141) (7,466) (8,141) (8,445)
Accounting change - - - -
Preferred stock dividends - - - -
Net income applicable to
common stock $ 12,022 $ 10,643 $ 8,317 $ 5,695
Capitalization Ratios:
Common Stockholders' equity 51.9% 49.2% 62.0% 55.4%
Preferred stocks - - - -
Long-term debt 48.1% 50.8% 38.0% 44.6%
Common Stock Data (a):
Average shares outstanding 7,931 7,728 7,529 6,963
Income per share (b) $1.52 $1.38 $1.10 $0.82
Dividends paid per share:
Common stock $1.235 $1.213 $1.193 $1.167
Class A common stock - - - -
Per weighted average common share $1.235 $1.213 $1.193 $1.167
Dividend payout rate 81% 88% 108% 142%
Book value per share $11.74 $11.19 $10.78 $10.75
Dividends as a percent of book value 11% 11% 11% 11%
Market price per share $22.50 $21.25 $17.50 $15.00
Market price as a percent of
book value 192% 190% 162% 139%
Return on average common equity 13.2% 12.5% 10.2% 7.8%
___________________________________________________________________________
(a) Adjusted to reflect 3 for 2 stock split on July 29, 1992.
(b) 1988 includes the cumulative effect of an accounting change
in the amount of $2,014 ($.50 per share).
SELECTED FINANCIAL DATA
(For the Years Ending December 31)
(In Thousands Except Per
Share Amounts) 1989 1988 1987
Balance Sheet Data:
Assets:
Utility property - net $139,764 $131,450 $121,034
Non-utility property - net 3,893 2,793 3,167
Capital leases - net 5,853 6,679 6,563
Current assets 56,753 50,414 36,757
Deferred charges and other assets 27,464 21,050 20,376
Total $233,727 $212,386 $187,897
Capitalization and Liabilities:
Capitalization:
Common equity $ 66,568 $ 63,027 $ 58,238
Preferred stock - - -
Long-term debt 69,512 55,102 58,572
Total Capitalization 136,080 118,129 116,810
Capital lease obligations 4,714 5,457 5,556
Current liabilities 54,590 53,375 34,781
Deferred credits and reserves 38,343 35,425 30,750
Total $233,727 $212,386 $187,897
Income Statement Data:
Operating revenues $139,892 $115,851 $117,947
Cost of gas sold (82,189) (63,401) (65,093)
Operating margin 57,703 52,450 52,854
Operating expenses (including
income taxes) (41,525) (38,844) (38,343)
Utility operating income 16,178 13,606 14,511
Other income - net of income taxes 956 1,046 233
Interest and debt expense (8,217) (7,369) (6,740)
Accounting change - 2,014 -
Preferred stock dividends - - -
Net income applicable to
common stock $ 8,917 $ 9,297 $ 8,004
Capitalization Ratios:
Common Stockholders' equity 48.9% 53.4% 49.9%
Preferred stocks - - -
Long-term debt 51.1% 46.6% 50.1%
Common Stock Data (a):
Average shares outstanding 6,200 6,065 5,948
Income per share (b) $1.44 $1.53 $1.35
Dividends paid per share:
Common stock $1.140 $1.113 $1.087
Class A common stock - $ .80 $ .76
Per weighted average common share $1.140 $1.013 $ .987
Dividend payout rate 79% 66% 73%
Book value per share $10.62 $10.27 $9.69
Dividends as a percent of book value 11% 11% 11%
Market price per share $14.67 $13.00 $11.83
Market price as a percent of
book value 138% 127% 122%
Return on average common equity 13.8% 15.3% 14.2%
____________________________________________________________________
(a) Adjusted to reflect 3 for 2 stock split on July 29, 1992.
(b) 1988 includes the cumulative effect of an accounting change
in the amount of $2,014 ($.50 per share).
SELECTED FINANCIAL DATA
(For the Years Ending December 31)
(In Thousands Except Per
Share Amounts) 1986 1985 1984
Balance Sheet Data:
Assets:
Utility property - net $111,214 $102,959 $ 95,526
Non-utility property - net 3,665 3,834 3,213
Capital leases - net 9,201 8,432 9,022
Current assets 37,234 45,411 47,172
Deferred charges and other assets 4,235 4,676 4,605
Total $165,549 $165,312 $159,538
Capitalization and Liabilities:
Capitalization:
Common equity $ 54,569 $ 46,053 $ 42,300
Preferred stock - 6,672 7,227
Long-term debt 47,528 40,007 46,252
Total Capitalization 102,097 92,732 95,779
Capital lease obligations 8,258 9,533 10,292
Current liabilities 41,151 50,413 43,250
Deferred credits and reserves 14,043 12,634 10,217
Total $165,549 $165,312 $159,538
Income Statement Data:
Operating revenues $126,099 $128,165 $121,732
Cost of gas sold (75,157) (80,623) (76,851)
Operating margin 50,942 47,542 44,881
Operating expenses (including
income taxes) (37,938) (35,312) (33,214)
Utility operating income 13,004 12,230 11,667
Other income - net of income taxes 383 1,201 862
Interest and debt expense (5,861) (6,010) (6,385)
Accounting change - - -
Preferred stock dividends (312) (724) (763)
Net income applicable to common stock $7,214 $6,697 $5,381
Capitalization Ratios:
Common Stockholders' equity 53.4% 49.7% 44.3%
Preferred stocks - 7.2% 7.5%
Long-term debt 46.6% 43.1% 48.2%
Common Stock Data (a):
Average shares outstanding 5,588 5,193 4,524
Income per share (b) $1.29 $1.29 $1.19
Dividends paid per share:
Common stock $1.060 $1.033 $1.007
Class A common stock $ .72 $ .68 $ .64
Per weighted average common share $ .960 $ .920 $ .887
Dividend payout rate 74% 71% 74%
Book value per share $9.25 $8.73 $8.27
Dividends as a percent of book value 11% 12% 12%
Market price per share $14.33 $11.59 $10.50
Market price as a percent of
book value 155% 133% 127%
Return on average common equity 14.3% 15.2% 14.0%
_____________________________________________________________________
(a) Adjusted to reflect 3 for 2 stock split on July 29, 1992
(b) 1988 includes the cumulative effect of an accounting change
in the amount of $2,014 ($.50 per share).
[END OF SELECTED FINANCIAL DATA]
SHAREHOLDER INFORMATION
Corporate Headquarters
Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, MA 01853-3064
(508) 458-3171
FAX: (508) 459-2314
Stock Listing
Colonial Gas Company Common Stock is traded on the NASDAQ
National Market System under the trading symbol "CGES". Stock
trading activity is reported in financial publications under the
abbreviation of ColGas or ClnGas.
Annual Meeting
The Annual Meeting of Stockholders will be held on April 20, 1994
at 10:00 A.M. at The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts.
Annual Report - Form 10-K
A copy of the Company's 1993 Annual Report on Form 10-K as filed
with the Securities and Exchange Commission, will be sent free of
charge to any shareholder who contacts Lisa Lynch, Manager of
Financial Services, at the corporate headquarters address above.
Transfer Agent
The First National Bank of Boston
P.O. Box 644
Mail Stop: 45-02-09
Boston, MA 02102-0644
(617) 575-2900
1-800-442-2001 (Outside MA)
1-800-827-1446 (Inside MA)
Independent Certified Public Accountants
Grant Thornton
98 North Washington Street
Boston, MA 02114
(617) 723-7900
Corporate Counsel
Palmer & Dodge
One Beacon Street
Boston, MA 02108
(617) 573-0100
Dividends
The Company has paid dividends on Common Stock for 57 consecutive
years and has increased dividends each year for the past fourteen
years. Common Stock dividends are payable when declared by the
Board of Directors.
Anticipated Record Date Anticipated Payment Date
March 1, 1994 March 15, 1994
June 1, 1994 June 15, 1994
September 1, 1994 September 15, 1994
December 1, 1994 December 15, 1994
Dividend Reinvestment Plan
The Company's Dividend Reinvestment and Common Stock Purchase
Plan (DRIP) provides shareholders of record with an economical
and convenient method for purchasing additional shares of the
Company's Common Stock without paying any brokerage fees.
Participants in the plan may elect to purchase additional
Colonial shares at a 5% discount from the market price by
reinvesting all or a portion of their dividends with no brokerage
fees. Participants in the plan may also make optional cash
purchases of Common Stock at the market price in amounts ranging
from a minimum of $10 to a maximum of $5,000 per calendar
quarter, with no brokerage fees.
Additional information describing the plan, including a
prospectus and enrollment information, can be obtained by
contacting the Company's Transfer Agent or Investor Relations
Department.
Investment Dates
The investment date for optional cash investments under the DRIP
will be the fifteenth day of each month or, if that day is not a
business day, the preceding business day. Optional cash
investments must be received by the Company's Transfer Agent five
business days before the investment date. The dates below will
help you plan for any optional cash investments.
Date Investment Must Be Received By Transfer Agent
April 7, 1994
May 5, 1994
June 7, 1994
July 7, 1994
August 5, 1994
September 7, 1994
October 5, 1994
November 4, 1994
December 7, 1994
SHAREHOLDER INFORMATION
Market Prices and Dividends
The following table reflects the high and low bid prices as reported by
the NASDAQ National Market System, for shares of the Company's Common
Stock for 1993 and 1992, and the quarterly dividends paid per share.
Bid Prices Dividends
High Low Paid per Share
_________________________________________________________________
1993 __________________________________
The Year $26.50 $20.00 $1.235
4th Quarter 25.00 21.75 .310
3rd Quarter 26.50 24.00 .310
2nd Quarter 25.00 20.00 .310
1st Quarter 25.25 21.25 .305
1992 __________________________________
The Year $23.50 $16.67 $1.213
4th Quarter 22.13 20.50 .305
3rd Quarter 23.50 18.50 .305
2nd Quarter 19.00 18.00 .303
1st Quarter 19.33 16.67 .300
_________________________________________________________________
Shareholders and Record Holders
At December 31, 1993, there were approximately 15,000
shareholders of the Company's Common Stock, including 5,783
shareholders of record.
Market Makers
Colonial currently has the following market makers: A. G. Edwards
& Sons, Inc.; Edward D. Jones & Co.; First Albany Corporation;
Herzog, Heine, Geduld, Inc.; Kidder, Peabody, & Co.; and Tucker
Anthony Incorporated.
Investment Information
Colonial Gas Company is a corporate member of the National
Association of Investors Corporation (NAIC). The Company is also
a participant in NAIC's Low Cost Investment Plan.
[END OF SHAREHOLDER INFORMATION]
[END OF EXHIBIT 13a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING DECEMBER 31, 1993]
[EXHIBIT 22a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
COLONIAL GAS COMPANY
SUBSIDIARIES OF REGISTRANT
Subsidiaries: Organized in Ownership
(a) Transgas Inc. Massachusetts 100%
(a) CGI Transport Limited (1) Canada 100%
(a) Included in consolidated financial statements.
(1) Owned by Transgas Inc.
[END OF EXHIBIT 22a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
[EXHIBIT 24a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated January 18, 1994
accompanying the consolidated financial statements and schedules
incorporated by reference or included in the Annual Report on
Form 10-K of Colonial Gas Company and subsidiaries for the year
ended December 31, 1993. We hereby consent to the incorporation
by reference of said reports in the Colonial Gas Company
Registration Statements on Forms S-8, as amended (File No. 33-
34068, File No. 33-34066, File No. 33-34067 and File No. 33-
44427) and Form S-16, as amended on Form S-3 (File No. 2-93005).
GRANT THORNTON
Boston, Massachusetts
March 18, 1994
[END OF EXHIBIT 24a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
