EXHIBIT 10.42
THIS AGREEMENT shall be effective as of the 1st day of November, 1996, by and
between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and LOUISVILLE GAS & ELECTRIC O., 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 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 30,000
dekatherms. Any limitations of the quantities to be received from each
Point of Receipt and/or delivered to each Point of Delivery shall be as
specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All Facilities are or shall be in place as of the service commencement date 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.
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
XXXXXXXX AND PAYMENT
Transporter shall bid 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.
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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 provided however, that
Transporter shall initiate and provide service to Shipper under Subpart
B, Part 284, of the FERC Regulations until such time as the Commission
authorizes service under Subpart G.
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:
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(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 November, 1996,
the service commencement date, and shall remain in force and effect
until the 31st day of October, 2001, ("Primary Term") and on a year to
year basis thereafter unless terminated by Shipper upon at least one
year prior written notice to Transporter. 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. Tennessee warrants that it will not
file for abandonment of this service during the Primary Term or any
renewal term for a period of at least five years after the expiration
of the Primary Term.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive
the other parts of this Agreement until such time as such balancing has
been accomplished; provided, however, that Transporter notifies Shipper
of such imbalance no later than twelve months after the termination of
this Agreement.
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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
xxxx 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
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: LOUISVILLE GAS & ELECTRIC CO.
X.X. XXX 00000
XXXXXXXXXX, XX 00000
Attention: XXXX XXXXXX, MGR - GAS SUPPLY
BILLING: LOUISVILLE GAS & ELECTRIC CO.
X.X. XXX 00000
XXXXXXXXXX, XX 00000
Attention: XXXX XXXXXX, MGR - 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
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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 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.
15.5 Notwithstanding Section XXX of the General Terms & Conditions of TGP's
FERC Gas Tariff, in the event of a conflict between this Agreement or
any modification thereto, and the General Terms & Conditions of TGP's
FERC Gas Tariff, this Agreement or any modification thereto shall
prevail.
15.6 This agreement shall be subject to modification by written agreement
between Shipper and Transporter.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed.
TENNESSEE GAS PIPELINE COMPANY
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By: _______________________________
Its: _______________________________
LOUISVILLE GAS & ELECTRIC CO.
By: __________________________
Title: __________________________
Date: __________________________
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GAS TRANSPORTATION AGREEMENT
(or Use Under oT-A Rate Schedule)
Exhibit "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED November 1, 0000
XXXXXXX
XXXXXXXXX GAS PIPELINE COMPANY
AND
LOUISVILLE GAS & ELECTRIC CO.
LOUISVILLE GAS & ELECTRIC CO.
EFFECTIVE DATE OF AMENDMENT: November 1, 1996
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 10609
SERVICE PACKAGE TQ: 30,000 Dth
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
011306 CHANNEL-AGUA DULCE EXCH CHANNEL INDUSTRIES GAS CO NUECES TX 00 R 100 18,000 18,000
020743 STA 000 XXXXXXX XXXXX XXXXXXXX XX 01 R 800 12,000 12,000
Total Receipt TQ: 30,000 30,000
020001 COLUMBIA UF-BR RUN XXXX W VA COLUMBIA GAS TRANSMISSION CORP KANAWHA WV 03 D 087 30,000 30,000
NUMBER OF RECEIPT POINTS AFFECTED: 2
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date
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