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EXHIBIT 10.11(d)
Contract No. 31028000B
No-Notice Storage and
Transportation Delivery Service Agreement
Rate Schedule NNT-1
between
COLORADO INTERSTATE GAS COMPANY
and
GREELEY GAS COMPANY,
A DIVISION OF ATMOS ENERGY CORPORATION
Dated: APRIL 1, 2000
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NO-NOTICE STORAGE AND TRANSPORTATION DELIVERY SERVICE AGREEMENT
RATE SCHEDULE NNT-1
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The Parties identified below, in consideration of their mutual promises,
agree as follows:
1. TRANSPORTER: COLORADO INTERSTATE GAS COMPANY
2. SHIPPER: GREELEY GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
3. APPLICABLE TARIFF: Transporter's FERC Gas Tariff, First Revised Volume
No. 1, as the same may be amended or superseded from time to time ("the
Tariff").
4. CHANGES IN RATES AND TERMS: Transporter shall have the right to propose to
the FERC changes in its rates and terms of service, and this Agreement
shall be deemed to include any changes which are made effective pursuant
to FERC Order or regulation or provisions of law, without prejudice to
Shipper's right to protest the same.
5. TRANSPORTATION SERVICE: Transportation Service at and between Point of
Withdrawal and Primary Point(s) of Delivery shall be on a firm basis.
Delivery of quantities at Secondary Point(s) shall be in accordance with
the Tariff.
6. DELIVERY: Transporter agrees to transport and deliver Delivery Quantities
to Shipper (or for Shipper's account) at the Point(s) of Delivery
identified in Exhibit "A."
7. RATES AND SURCHARGES: As set forth in Exhibit "B." For example,
Transporter and Shipper may agree that a specified discount rate will
apply: (a) only to certain specified firm service entitlements under this
Agreement; (b) only if specified quantity levels are actually achieved
under this Agreement (with higher rates, charges, and fees applicable to
all quantities above those levels, or to all quantities under the
Agreement if the specified levels are not achieved); (c) only to
production reserves committed by the Shipper; (d) only during specified
time periods; (e) only to specified Point(s) of Receipt, Point(s) of
Delivery, mainline area segments, supply areas, transportation routes, or
defined geographical areas; or (f) in a specified relationship to the
quantities actually Delivered (i.e., that the rates shall be adjusted in a
specified relationship to quantities actually Delivered); provided,
however, that any such discounted rates set forth above shall be between
the minimum and maximum rates applicable to the service provided under
this Agreement.
8. PEAK MONTH MDQ: 11,292 Dth per Day
MAXIMUM AVAILABLE CAPACITY ("MAC"): 422,142 Dth
MAXIMUM DAILY INJECTION QUANTITY ("MDIQ"): 2,814 Dth per Day
MAXIMUM DAILY WITHDRAWAL QUANTITY ("MDWQ"): 11,292 Dth per Day
All storage entitlements as stated herein (MAC, MDIQ, and MDWQ) are based
on an Average Thermal Content of Gas in Storage of 1,000 Btu per cubic
foot. The Available Daily Withdrawal Quantity ("ADWQ") and storage
entitlements shall be subject to the General Terms and Conditions of the
Tariff and stated on CIG's Xpress(R) system.
REDUCTION OF MDQ. Effective May 1, 2002, and May 1 of any year thereafter
through the term of this Agreement and subject to six months' prior
written notice, Shipper shall have the right to reduce the MDQ under this
Agreement subject to, and in accordance with, the following conditions and
limitations:
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(a) The applicable regulatory or legislative body issues a final and
nonappealable order allowing Shipper to permanently unbundle its
merchant and transportation functions;
(b) The following calculation shall be used to determine the amount of
MDQ, if any, no longer needed by Shipper to provide service to the
markets served by this Agreement resulting from sales volume losses
due to unbundling ("Excess MDQ"):
EXCESS MDQ = (A X B) - C
where:
AS = The Shipper system served by Transporter under this Agreement,
which is affected by unbundling.
A = The average peak day usage factor on the AS (in Dth per
customer).
B = Sales customer losses by Shipper on the AS due to unbundling,
excluding former Shipper sales customers being served by a
Shipper affiliate.
C = Any incremental transportation, gathering, and storage volumes
contracted for by Shipper for the AS after the execution of
this Agreement.
The resulting value may not be negative and shall be rounded down to
a whole number. However, should shipper demonstrate the loss of an
individual sales customer whose estimated peak day demand exceeds 10
Dth, excluding former Shipper sales customers being served by a
Shipper affiliate, then that volume shall be added to the Excess
MDQ, provided that the total Excess MDQ from such individual
customers is less than 1,000 Dth.
(c) Despite Shipper's use of its best efforts to acquire state approvals
for cost recovery to avoid incurring "stranded costs" (including
amounts due Transporter under this Agreement related to Excess MDQ),
the applicable regulatory or legislative body does not approve a
mechanism which provides Shipper the opportunity to recover from its
rate payers such stranded costs.
(d) Despite Shipper's use of its best efforts to assign and/or release
the Excess MDQ to recover the costs (if any) which Shipper was not
afforded an opportunity to recover from its ratepayers under an
approved mechanism, Shipper is unable to either so assign and/or
release the Excess MDQ; and
(e) Shipper has exercised all rights it has to reduce contract
entitlements under all firm transportation, gathering, and storage
agreements with parties other than Transporter under which
agreements gas is provided to the AS; then
(f) If the conditions set forth above have been satisfied, Shipper shall
have the right to reduce the MDQ by an amount up to the Excess MDQ
for the period from the effective date of Shipper's notice through a
date designated by Shipper (not to exceed the date of termination of
this Agreement). Provided, however, Transporter shall have the
option, by notice delivered to Shipper within 45 days' of
Transporter's receipt of Shipper's notice, to designate an
equivalent volume of the firm contract capacity under Transporter
firm transportation and/or storage agreement(s) serving the AS other
than this Agreement for reduction in lieu of a reduction of the MDQ
under this Agreement.
9. TERM OF AGREEMENT: Beginning: APRIL 1, 2000
Extending through: APRIL 30, 2005
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10. NOTICES, STATEMENTS, AND BILLS:
TO SHIPPER:
INVOICES FOR TRANSPORTATION:
Greeley Gas Company, a division of Atmos Energy Corporation
P.O. Box 650205
Dallas, Texas 75265-0205
Attention: John Hack
ALL NOTICES:
Greeley Gas Company, a division of Atmos Energy Corporation
P.O. Box 650205
Dallas, Texas 75265-0205
Attention: John Hack
TO TRANSPORTER:
See Payments, Notices, Nominations, and Points of Contact sheets
in the Tariff.
11. SUPERSEDES AND CANCELS PRIOR AGREEMENT: When this Agreement becomes
effective, it shall supersede and cancel the following agreement between
the Parties: The No-Notice Storage and Transportation Delivery Service
Agreement between Transporter and Shipper dated October 1, 1996, and
referred to as Transporter's Agreement No. 31028000A.
12. ADJUSTMENT TO RATE SCHEDULE NNT-1 AND/OR GENERAL TERMS AND CONDITIONS: N/A
13. INCORPORATION BY REFERENCE: This Agreement in all respects shall be
subject to the provisions of Rate Schedule NNT-1 and to the applicable
provisions of the General Terms and Conditions of the Tariff as filed
with, and made effective by, the FERC as same may change from time to time
(and as they may be amended pursuant to Section 12 of the Agreement).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
TRANSPORTER: SHIPPER:
COLORADO INTERSTATE GAS COMPANY GREELEY GAS COMPANY,
A DIVISION OF ATMOS ENERGY CORPORATION
By: /s/ THOMAS L. PRICE By: /s/ GORDON J. ROY
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Thomas L. Price
Vice President
Gordon J. Roy
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(Print or type name)
Vice President
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(Print or type title)
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