EX-10.(E) 5 exh10pe.txt GAS TRANSPORTATION AGREEMENT Exhibit 10(e) Service Package 9069 Amendment No. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-G Rate Schedule) THIS AGREEMENT is made and entered into as of the 19th day of December, 1994 by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and DELTA NATURAL GAS COMPANY INC, a KENTUCKY 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 (MDQ) 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 month of each year during the term hereof. Shipper shall elect a Transportation Quantity (TQ) for each month of the year and specify the delivery point meters to which service under this Rate Schedule applies. Any limitations of the quantities to be 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 in accordance with Rate Schedule FT-G, 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 Receipt and Delivery Points 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. l. 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, including compensation for system fuel and losses, shall be in accordance with Transporter's Rate Schedule FT-G 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 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-G (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-G 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 B, 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. l. 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 19th day of December, 1994, and shall remain in force and effect until 31st day of December, 1995 ("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 as 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 correct 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 tune 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 applicable to this Agreement, any notice in writing and mailed to the post office to receive the same, as follows: General Terms and Conditions under this Agreement shall be address of the Party intended as follows: TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: DELTA NATURAL GAS COMPANY INC 3617 LEXINGTON ROAD WINCHESTER, KY 40391-9797 Attention: GEORGE S. BILLINGS BILLING: DELTA NATURAL GAS COMPANY INC 3617 LEXINGTON ROAD WINCHESTER, KY 40391-9797 Attention: BRIAN S. RAMSEY 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. 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. 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 in several counterparts as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY: /S/ JAMES L. BUJNOCH ---------------------- Director, Transportation Services Central Region DELTA NATURAL GAS COMPANY INC. BY: /s/ GEORGE S. BILLINGS ----------------------- TITLE: MGR. - GAS SUPPLY ----------------- DATE: 2-20-95 ------- GAS TRANSPORTATION AGREEMENT (For Use Under FTG Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED DECEMBER 19, 1994 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND DELTA NATURAL GAS COMPANY INC.
MONTHLY MDQS: (01) January 250 (04) April 75 (07) July 50 (10) October 100 (02) February 250 (05) May 50 (08) August 50 (11) November 175 (03) March 150 (06) June 50 (09) September 100 (12) December 250 METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO BILLABLE-TO MONTH ---------------------------------------------------------------------------------------------------------------------------------- 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 250 250 01 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 250 250 02 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 150 150 03 20744 STA 542 POOLING POINT NOXUBEE MS O1 R 500 75 75 04 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 50 50 O5 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 50 50 06 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 50 50 07 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 50 50 O8 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 100 100 09 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 100 100 10 20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 175 175 11 20744 STA 542 POOLING POINT NOXUBEE MS O1 R 500 250 250 12 Total Receipt To: 1,550 1,550 0813 WEST BEND SALES POWELL KY 02 D 087 250 250 O1 0813 WEST BEND SALES POWELL KY 02 D 087 250 250 02 0813 WEST BEND SALES POWELL KY 02 D 087 150 150 03 0813 WEST BEND SALES POWELL KY 02 D 087 75 75 04 0813 WEST BEND SALES POWELL KY 02 D 087 50 50 05 GAS TRANSPORTATION AGREEMENT (For Use Under FTG Rate Schedule) (EXHIBIT "A" Cont.) METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO BILLABLE-TO MONTH ---------------------------------------------------------------------------------------------------------------------------------- 0813 WEST BEND SALES POWELL KY 02 D 087 50 50 06 0813 WEST BEND SALES POWELL KY 02 0 087 5O 50 07 0813 WEST BEND SALES POWELL KY 02 D 087 50 50 O8 0813 WEST BEND SALES POWELL KY 02 D 087 100 100 09 0813 WEST BEND SALES POWELL KY 02 D 087 100 100 10 0813 WEST BEND SALES POWELL KY 02 D 087 175 175 11 0813 WEST BEND SALES POWELL KY 02 D 087 250 250 12 Total Delivery To: 1,550 1,550 NUMBER OF RECEIPT POINTS AFFECTED: 1 NUMBER OF DELIVERY POINTS AFFECTED: 1 Note: Exhibit "A" is a reflection of the contract and all amendments as of the amendment effective date.
SCHEDULE OF OTHER GAS TRANSPORTATION AGREEMENTS This is a schedule of other Gas Transportation Agreements substantially identical to this exhibit in all material respects. The other Gas Transportation Agreements to which the Registrant is a party are set forth below with the material details that differ from this Exhibit: 1. Gas Transportation Agreement (contract No. 2448), dated September 1, 1993, by and between Tennessee Gas Pipeline Company and the Registrant. Materially different details: Maximum Daily Quantities for any given month are up to 1,500 Dekatherms for months of January, February and December; Initial Term expired November 1, 2000, but has same five year renewal periods as in exhibit. 2. Gas Transportation Agreement (contract No. 2515), dated September 1, 1993, by and between Tennessee Gas Pipeline Company and the Registrant. Materially different details: Maximum Daily Quantities for any given month are up to 5,500 Dekatherms for months of January, February and December; Initial Term expired November 1, 2000, but has same five year renewal periods as in exhibit. 3. Gas Transportation Agreement (contract No. 2555), dated September 1, 1993, by and between Tennessee Gas Pipeline Company and the Registrant. Materially different details: Maximum Daily Quantities for any given month are up to 8,561 Dekatherms for months of January, February and December; Initial Term expired November 1, 2000, but has same five year renewal periods as in exhibit. 4. Gas Transportation Agreement (Contract No. 2516), dated September 1, 1993, by and between Tennessee Gas Pipeline Company and the Registrant. Materially different details: Maximum Daily Quantities for any given month are up to 400 Dekatherms for months of January, February and December; Initial Term expired November 1, 2000, but has same five year renewal periods as in exhibit. 5. Gas Transportation Agreement (Contract No. 2747), dated September 1, 1993, by and between Tennessee Gas Pipeline Company and the Registrant. Materially different details: Rates, charges and surcharges to be paid by Registrant governed by Tennessee's Rate Schedule FT-A and not FT-G; Maximum Daily Quantities are 1,400 Dekatherms regardless of month, for months of January, February and December; Initial Term expired November 1, 2000, but has same five year renewal periods as in exhibit.