<PAGE> 1
EXHIBIT 10.20(c)
Service Package No: 27311
Amendment No: 0
GAS TRANSPORTATION AGREEMENT
(For Use under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1 day of November,
2000, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and UNITED CITIES GAS COMPANY, a
ILLINOIS 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 - 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 73656
dekatherms. Any limitations on 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. Except as provided to the contrary in
any written or electronic agreement(s) between Transporter and Shipper
in effect during the term of this Agreement, Shipper shall pay
Transporter the applicable maximum
<PAGE> 2
rate(s) and all other applicable charges and surcharges specified in
the Summary of Rates in Transporter's FERC Gas Tariff and in this Rate
Schedule. Transporter and Shipper may agree that a specific discounted
rate will apply only to certain volumes under the agreement.
Transporter and Shipper may agree that a specified discounted rate will
apply only to specified volumes (MDQ, TQ, commodity volumes, Extended
Receipt and Delivery Service Volumes or Authorized Overrun volumes)
under the Agreement; that a specified discounted rate will apply only
if specified volumes are achieved (with the maximum rates applicable to
volumes above the specified volumes or to all volumes if the specified
volumes are never achieved); that a specified discounted rate will
apply only during specified periods of the year or over a specifically
defined period of time; and/or that a specified discounted rate will
apply only to specified points, zones, markets or other defined
geographical area. Transporter and Shipper may agree to a specified
discounted rate pursuant to the provisions of this Section 6.1 provided
that the discounted rate is between the applicable maximum and minimum
rates for this service.
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 the
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.
<PAGE> 3
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 contract shall be effective as of 1st day of November, 2000, and
shall remain in force and effect, unless modified as per Exhibit B,
until 31st day of October, 2005, ('Primary Term') and will terminate on
that date.
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 Tariff shall survive the other parts of
this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance
not later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions
of Transporter's FERC Gas Tariff.
ARTICLE XIII - NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Director, Transportation Control
<PAGE> 4
SHIPPER:
NOTICES: UNITED CITIES GAS COMPANY
5300 MARYLAND WAY
BRENTWOOD, TN, USA-37027
Attention: DIRECTOR - GAS SUPPLY
BILLING: UNITED CITIES GAS COMPANY
5300 MARYLAND WAY
BRENTWOOD, TN, USA-37027
Attention: DIRECTOR - GAS SUPPLY
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 CONTRACT SHALL BE IN
ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.
15.2 If any provision of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
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 Electronic
Bulletin Board and Shipper has been notified through the Electronic
Bulletin Board 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.
<PAGE> 5
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ JAY DICKERSON
----------------------------
Agent and Attorney-in-Fact
DATE: January 7, 1999
----------------------------
UNITED CITIES GAS COMPANY, a division
of ATMOS ENERGY CORPORATION
BY: Gordon J. Roy
----------------------------
TITLE: Vice President
----------------------------
DATE: January 7, 1999
----------------------------
