Exhibit 10.2
AGREEMENT FOR FIRM 311(a)(2)
TRANSPORTATION OF NATURAL GAS IN THE
STATE OF LOUISIANA
BETWEEN
LOUISIANA INTRASTATE GAS COMPANY L.L.C.
AND
TRANS LOUISIANA GAS COMPANY
A DIVISION OF ATMOS ENERGY CORPORATION
TABLE OF CONTENTS
Article Subject Page
I. Definitions 2
II. Transportation Service 5
III. Facilities 7
IV. Rates 8
V. Term 10
VI. Notices and Addresses 11
VII. General Conditions 13
VIII. Miscellaneous 13
Signatures 15
Exhibit A
Exhibit B
AGREEMENT FOR FIRM 311(a)(2)
TRANSPORTATION OF NATURAL GAS IN THE
STATE OF LOUISIANA
THIS AGREEMENT is made and entered into this 22nd day of
December, 1997, to be effective as of the Effective Date, by and
between LOUISIANA INTRASTATE GAS COMPANY L.L.C., a Louisiana
limited liability company, hereinafter referred to as
"Transporter" and TRANS LOUISIANA GAS COMPANY, a Division of
Atmos Energy Corporation, a Texas and Virginia corporation,
hereinafter referred to as "Customer."
WITNESSETH:
WHEREAS, Customer has or will have gas available in Louisiana
which is capable of being delivered into Transporter's pipeline
system; and
WHEREAS, Customer desires that Transporter transport gas on its
behalf on a firm basis; and
WHEREAS, Transporter has the ability in its system to move gas
from certain parts of Louisiana to Customer or for further
transportation to Customer on a firm basis; and
WHEREAS, Transporter and Customer are of the opinion that the
transaction referred to above falls within Section 311(a)(2) of the
Natural Gas Policy Act of 1978 (NGPA) and can be accomplished
without the prior approval of the Federal Energy Regulatory
Commission (FERC), and that such transaction will not cause
Transporter to become regulated as a "Natural Gas Company" within
the meaning of the Natural Gas Act of 1938, as subsequently
amended; and
WHEREAS, Transporter has on file with the FERC a Statement
Regarding Firm Transportation Service under Section 311(a)(2) of
the NGPA, and this Agreement is subject to such Statement.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto covenant and
agree as follows:
ARTICLE I.
DEFINITIONS
Except as otherwise herein provided, the following words and/or
terms as used in this Agreement shall have the following scope and
meaning:
1.1 The term "day" shall mean a period of twenty-four (24)
consecutive hours beginning and ending at 9:00 a.m. Central Clock
Time.
1.2 The term "month" shall mean the period beginning at 9:00
A.M. Central Clock Time on the first day of the calendar month and
ending at 9:00 A.M. Central Clock Time on the first day of the next
succeeding calendar month.
1.3 The term "year" shall mean a period of three hundred
sixty-five (365) consecutive days provided, however, that any such
year which contains a date of February 29 shall consist of three
hundred sixty-six (366) consecutive days.
1.4 The term "contract year" shall mean one-year periods
beginning at 9:00 A.M. Central Clock Time on the Effective Date.
1.5 The terms "gas" and "natural gas" shall mean natural gas
as produced in its natural state whether or not stored or processed
prior to delivery, natural gas or any other component thereof that
has been previously liquefied and restored to its gaseous state
prior to delivery to Customer, gas synthesized or manufactured from
oil, naphtha, coal or any other material that meets the quality
standards contained in this Agreement and which Transporter elects
to deliver in lieu of or commingled with one or more of the types
of gas described herein.
1.6 The term "MCF" shall mean one thousand (1,000) cubic feet
of gas as determined on the measurement basis set forth in Article
B-1 of Exhibit "B" hereto.
1.7 The terms "British thermal unit" or"Btu" shall mean the
amount of heat required to raise the temperature of one pound of
pure water from fifty-eight and five-tenths degrees
(58.5)Fahrenheit to fifty-nine and five-tenths degrees (59.5)
Fahrenheit.
1.8 The term "MMBtu" shall mean one million (1,000,000) Btu's.
1.9 The term "heating value" shall mean the gross number of
British thermal units, sometimes hereinafter referred to as Btu's,
produced by the combustion at constant pressure of the amount of
gas saturated with water vapor which would occupy a volume of one
(1) cubic foot at a temperature of sixty (60) degrees Fahrenheit,
under a pressure equivalent to that of thirty (30) inches of
mercury at thirty-two (32) degrees Fahrenheit and under
gravitational force (acceleration 980.665 cm. per sec. per sec.)
with air of the same temperature and pressure as the gas, when the
products of combustion are cooled to the initial temperature of the
gas and air, and when the water formed by combustion is condensed
to the liquid state, and expressed at a pressure base of 15.025
pounds per square inch absolute. Where a chromatograph is used
instead of a calorimeter, the gross Btu shall be determined by
analysis but shall be on the equivalent basis as above.
1.10 The term "equivalent quantity" shall mean a quantity
of gas of equal heating value as determined by the product of the
volumes in cubic feet and the heating value per cubic foot, less
Customer's pro rata share of Transporter s compressor fuel and
equivalents and use requirements and gas lost and unaccounted for,
which shall not exceed 1%, as well as any incremental compressor
fuel incurred by Transporter to compress the gas in order to
receive the gas at the Points of Receipt or deliver the gas at the
Points of Delivery.
1.11 The term "Points of Receipt" shall mean those points
identified on Exhibit "A" as Points of Receipt and such other
points as the parties hereto may mutually agree.
1.12 The term "Points of Delivery" shall mean those points
identified on Exhibit "A" as Points of Delivery and such other
points as the parties hereto may mutually agree.
1.13 The term "Statement of Operations" shall mean the most
recent Statement of Transporter Regarding Firm Transportation under
Section 311 of the NGPA then on file with the FERC, as such may
change from time-to-time pursuant to subsequent filings by
Transporter.
1.14 The term Effective Date shall mean July 1, 1997.
1.15 The term Sales Agreement shall mean that certain
Agreement For Natural Gas Service For Distribution and Resale dated
October 28, 1991, as amended by amendment of even date herewith,
between Customer, as buyer, and Transporter, as seller.
1.16 The term Intrastate Storage Agreement shall mean that
certain Firm Intrastate Storage Agreement of even date herewith, by
and between Equitable Storage Company L.L.C. and Customer.
1.17 The term 311 Storage Agreement shall mean that certain
Firm 311(a)(2) Gas Storage Agreement of even date herewith by and
between Equitable Storage Company L.L.C. and Customer.
1.18 The term Intrastate Transportation Agreement shall mean
that certain Agreement for Firm Intrastate Transportation of
Natural Gas in the State of Louisiana of even date herewith by and
between Transporter and Customer.
ARTICLE II.
TRANSPORTATION SERVICE
2.1 Commencing on the Effective Date and subject to the
provisions of this Agreement and the Statement of Operations
a. Customer may deliver or cause to be delivered to
Transporter for Customer s account a volume of gas on a firm
basis up to 80,000 MMBtu per day when combined with the volumes
transported under the Intrastate Transportation Agreement
( Demand Quantity ). In the event Customer exceeds 80,000 MMBtu
on any given day under the combination of this Agreement and the
Intrastate Transportation Agreement, then the Demand Quantity
shall be increased to such higher amount for the remaining term
of this Agreement.
b. Transporter shall redeliver or cause to be
redelivered to Customer or for Customer s account on a firm basis
the volume actually nominated for that day by Customer to be
delivered at that Point of Delivery but not to exceed the lesser
of (i) the volume specified for such Point of Delivery on Exhibit
A or (ii) the cumulative total of the volumes then being
delivered by Customer or for its account at all Points of
Receipt.
c. Transportation service shall be in accordance with
this Agreement and the Statement of Operations which are
expressly incorporated herein and shall be followed by
Transporter and Customer. In the event of any conflict between
this Agreement and the Statement of Operations, the terms and
conditions in the Statement of Operations shall control.
d. Customer, or any assignee of Customer, shall
nominate in accordance with the Terms and Conditions of this
Agreement and the Statement of Operations the volumes of gas to
be delivered at the Points of Receipt (except Point of Receipt
Number 10, the Equitable Storage point, unless Customer knows in
advance the quantity it desires to deliver at such point) or to
be received at the Points of Delivery (except Points of Delivery
Number 1, the distribution points, and Number 2, the Equitable
Storage point, unless Customer knows in advance the quantity it
desires to receive at such points).
2.2 It is understood and agreed that upon receipt of the
gas by Transporter at the Points of Receipt hereunder Transporter
shall, subject to Transporter's obligation to redeliver gas as
specified in Section 2.1 hereof, have the absolute and
unqualified right to treat such gas as its own, including, but
not by way of limitation, the right to commingle such gas, to
redeliver molecules different from those received, and to treat
the molecules delivered in any manner, including the right to
process the same, retaining in Transporter and to those claiming
under Transporter otherwise than through this Agreement, all
right, title and interest to any components obtained by virtue of
such processing.
2.3 Customer and Transporter agree that (i) confirmed
transportation volumes under the Intrastate Transportation
Agreement shall be the first gas delivered to the Points of
Delivery described at Number 1 on Exhibit A , (ii) confirmed
transportation volumes under this Agreement shall be the second
gas delivered to the Points of Delivery described at Number 1 on
Exhibit A , (iii) volumes withdrawn from storage under the
Intrastate Storage Agreement shall be the third gas delivered at
the Points of Delivery described at Number 1 on Exhibit A , and
(iv) volumes withdrawn from storage under the 311 Storage
Agreement shall be the fourth gas delivered to the Points of
Delivery described at Number 1 on Exhibit A .
2.4 Transporter agrees to determine with Customer a method
to calculate Customer s peak day and other requirements and to
provide a daily tabulation (furnished within 24 hours via fax or
other mutually agreeable method) of Customer s estimated natural
gas requirements, transportation receipts and deliveries and
storage balances. The current methodology utilized for farm taps
will be maintained. Customer s gas delivered to the storage
Point of Delivery each month will be the differences between the
estimates mentioned above and the actual volumes received and
delivered. On any day that Customer s confirmed transportation
volume for delivery to Transporter under this Agreement and the
Intrastate Transportation Agreement exceed the volumes actually
physically redelivered to Customer, those excess volumes will be
delivered to the storage Point of Delivery (Point of Redelivery
under the Intrastate Transportation Agreement) on a no notice
basis. Conversely, if the volumes delivered to Customer under
this Agreement and the Intrastate Transportation Agreement are
less than the requirements of Customer, volumes of Customer s gas
will be transported from the storage Point of Receipt (Point of
Delivery under the Intrastate Transportation Agreement) to the
Points of Delivery (Point of Redelivery under the Intrastate
Transportation Agreement) on a no notice basis.
ARTICLE III.
FACILITIES
3.1 Transporter and Customer recognize that the facilities
and equipment are currently in place in order to provide the
service contemplated hereunder. Transporter shall install, own,
operate and maintain, or cause the same to be done, at said
Points of Receipt and Delivery the meter, instruments, equipment,
and surface leases necessary to deliver the gas under this
Agreement. Installation and operation of meters, instruments and
other measurement equipment shall be in accordance with Article
B-I of the General Conditions of Exhibit "B" as determined by
Transporter in Transporter's reasonable judgment. Following
completion of such equipment and facilities, Transporter shall
render to Customer a statement, along with appropriate supporting
documentation, showing Transporter's total cost (including
without limitation, labor, materials, overhead, and interest) of
such surface lease, equipment and facilities including the cost
of tapping Transporter's line. All indirect costs, including
general overhead, and carrying costs shall be allocated
consistent with accounting practices applied to projects for the
sole account of Transporter. Within thirty (30) days following
receipt of such statement and supporting documentation, Customer
shall make payment to Transporter of Transporter's total cost of
such surface leases, equipment and facilities as shown on such
statement. Equipment and facilities installed by Transporter,
together with any buildings erected by it for such equipment,
shall be and remain Transporter's property. Transporter and
Customer shall not be obligated to install facilities to provide
service hereunder nor repair or replace any facilities or
equipment to continue service, except with respect to metering
equipment utilized for local distribution customers.
ARTICLE IV.
RATES
4.1 Customer shall pay to Transporter a monthly fee equal
to the lesser of (i) the sum of a Charge equal to the product of
$0.75 per MMBtu times the Demand Quantity applicable for such
month under this Agreement, plus a Commodity Fee of four cents
(4) for each MMBtu delivered during that month at the Points of
Delivery (except Point of Delivery No. 2, ESC) under this
Agreement, or (ii) Transporter s then effective maximum rates for
firm 311(a)(2) transportation service. Customer and Transporter,
as applicable, shall also make all other payments as required in
the Statement of Operations. Transporter shall provide Customer
with a copy of each Statement of Operations upon the filing of
each such Statement with the FERC.
4.2 Transporter has the right hereunder to file from time
to time with the Commissioner of Conservation of the State of
Louisiana ("Commissioner") or the FERC, or both, and/or any
successor thereto, whether executive, legislative or regulatory,
for any change in the rate provisions prescribed in 4.1 (ii)
above or the Statement of Operations. Effective as of the date
such change is approved and/or allowed to become effective or
otherwise allowed to go into effect, by the appropriate authority
or authorities, Customer agrees to abide by the terms and
provisions of the Statement of Operations as they were so
changed.
4.3 Transporter and Customer recognize that the fees per
MMBtu specified in this Agreement takes into account the
Louisiana Natural Gas Franchise Tax of 1% as applied to the
business of Transporter represented by this Agreement.
Transporter and Customer agree that if the Louisiana Natural Gas
Franchise Tax is increased, or if there is levied by law an
additional tax, charge or fee other than an income tax, after the
effective date of this Agreement, which tax, charge or fee is
levied on or measured by sales, the movement of, the value of, or
the quantity of the gas delivered to Customer and which tax is
payable by Transporter for the right to sell or transport gas and
if Transporter lawfully pays such tax, then Customer shall
reimburse Transporter for that portion of the tax, charge or fee
paid by Transporter which is attributable under generally
accepted accounting principles to that part of Transporter's
business represented by this Agreement. Customer shall be
responsible for all taxes, charges and fees of whatever kind due
or payable on the production or gathering of the gas and the
transportation of the gas prior to the receipt of such gas by
Transporter at the Points of Receipt and subsequent to the
delivery of such gas by LIG at the Points of Delivery.
4.4 Customer shall have the right, at its option, to
intervene in any proceeding held to give consideration to any
change in the Statement of Operations to oppose any change to the
Statement of Operations, and in the case of any change to the
Statement of Operations becoming effective, to seek relief
therefrom.
4.5 Customer agrees to reimburse Transporter for fifty
percent (50%) of all filing and other fees in connection with
this Agreement, that Transporter is obligated to pay to the
Commissioner, the FERC or any other governmental authority having
jurisdiction. Filing and other fees in connection with this
Agreement shall be limited to those fees required to implement,
commence and continue transportation under this Agreement.
4.6 Customer agrees to reimburse Transporter for all
charges (except those occurring as a result of Transporter s
negligence) that Transporter incurs from other parties in
rendering service for Customer, including but not limited to
penalties of any kind, imbalance cash outs, whether imposed
pursuant to a transportation service agreement, operational
balancing agreement or otherwise, which charges are related to
the transportation service rendered to Customer by Transporter
under this Agreement.
ARTICLE V.
TERM
5.1 This Agreement shall become effective as of the
Effective Date and shall remain in full force for a term of five
(5) years and for successive terms of one (1) year. This
Agreement may be terminated by either party effective at the end
of the fifth contract year or at the end of any subsequent
contract year by giving written notice at least six (6) months
prior to the end of the appropriate contract year.
5.2 In the event the Louisiana Public Service Commission
( LPSC ) does not allow Customer to recover in its resale rates
to its customers the costs incurred by Customer under this
Agreement, the Intrastate Transportation Agreement, the
Intrastate Storage Agreement, the 311 Storage Agreement or the
Sales Agreement, then Customer may terminate this Agreement upon
thirty (30) days prior written notice to Transporter.
5.3 In the event (i) the LPSC issues an order during the
term hereof which requires Customer to unbundle its sales
service, or (ii) either the LPSC or market conditions demand or
expect Customer to unbundle its sales service, then Customer may
elect to reduce its obligation to transport hereunder pro rata to
the extent Customer s system is unbundled (up to and including
termination of this Agreement by Customer) upon sixty (60) days
prior written notice to Transporter. For purposes hereof,
unbundle shall mean the separation of sales service from
transportation service and the obligation to offer to provide
transportation service only to its end users.
5.4 Each party agrees to pursue any necessary regulatory
filings with any governmental or regulatory body having
jurisdiction which may be necessary to implement or continue this
Agreement.
5.5 This Agreement is subject to the provisions of Subpart
C - Certain Transportation by Intrastate Pipelines of Part 284-
Certain Sales and Transportation of Natural Gas under the FERC's
Regulations pursuant to the NGPA and the Statement of Operations.
Should the FERC or any governmental body with jurisdiction in the
premises impose lawful terms and conditions upon the
transportation services to be rendered hereunder which shall be
deemed to be materially adverse to either Transporter or Customer
in their sole judgment reasonably exercised, then that party
shall have the right to terminate this Agreement without further
obligation to the other party except to redeliver quantities
actually accepted at the Points of Delivery, to render reports of
volumes transported, to make payments due for transportation
services rendered, and to make payments as provided in the
Statement of Operations. The party so adversely affected shall
provide written notice of the attachment of any such condition
and of its election to terminate this Agreement as soon as
reasonably possible.
ARTICLE VI.
NOTICES AND ADDRESSES
6.1 Notices - All notices are required to be given in
writing. Any correspondence provided for in this Agreement shall
be deemed sufficiently given when deposited in the United States
mail, postage prepaid, and addressed to the respective parties at
such address or such other addresses as the parties respectively
shall designate by written notice; provided however, any notice
to cancel this Agreement shall be sent Certified Mail.
6.2 Addresses
A. Notices and Correspondence - Until Customer is
otherwise notified in writing by Transporter, notices and
payments to Transporter shall be addressed to Transporter at the
addresses set forth below or at such other addresses as
Transporter may hereafter designate by notifying Customer in
writing:
Notices and Correspondence: Payments:
Louisiana Intrastate Louisiana Intrastate
Gas Co. L.L.C. Gas Co. L.L.C.
5555 San ▇▇▇▇▇▇ Suite ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ P. O. Box 200674
Attn: Transportation and ABA No. ▇▇▇▇▇▇▇▇▇
Exchange Department Account No. 00202825455
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
B. Payments - Customer agrees to make payment
hereunder to Transporter for its account by (1) wire transfer, or
(2) at the address indicated on the monthly billing, or such
other address as Transporter may designate in writing to Customer
from time to time.
Until Transporter is otherwise notified in writing by
Customer, notices and invoices to Customer shall be addressed to
Customer at the address set forth below or at such other address
as customer may hereafter designate by notifying Transporter in
writing:
Notices, Correspondence and Invoices:
Trans Louisiana Gas Company
P. O. Box 650205
Dallas, Texas 75265-0205
Attn: Gas Supply Department
ARTICLE VII.
GENERAL CONDITIONS
7.1 This Agreement is subject to Transporter's General
Conditions Applicable to Agreements for 311(a)(2) Transportation of
Natural Gas in the State of Louisiana, a copy of which is attached
hereto and made part hereof as Exhibit "B."
ARTICLE VIII.
MISCELLANEOUS
8.1 Modifications: No modifications of the terms and
provisions of this Agreement shall be or become effective except
by the execution of a supplementary written agreement.
8.2 Customer's Status: Customer represents and warrants
that it is a local distribution company in the State of Louisiana
and is eligible for service under Section 311(a)(2) of the NGPA.
8.3 Odorization: It is specifically understood and agreed
that Customer is responsible for any and all odorization that is
or may be required by any statute, ordinance, rule or regulation,
and that Customer shall construct, maintain and operate any
facilities required for the performance of this obligation.
Customer agrees that Transporter shall not be obliged to odorize
the gas transported and redelivered hereunder.
8.4 Abandonment: Without admitting to or acquiescing in
the jurisdiction of the Commissioner of Conservation of the State
of Louisiana over this Agreement pursuant to the provisions of
LSA R.S. 30:555(b) or of any body either State or Federal and
reserving rights with respect thereto, Transporter and Customer
contract and agree that each party will, in support of any
application of the other, seek pregranted approval for the
abandonment of service under this Agreement at the termination of
this Agreement by the Assistant Secretary of the Department of
Natural Resources for the State of Louisiana, or any other body
or otherwise successor, either Federal or State, that may have or
assert jurisdiction over the service provided under this
Agreement. Customer and Transporter confirm to each other that
the cessation of service at the termination of this Agreement is
an important consideration to each, and to this end, both
contract and agree with the other that neither will take any
action that may be construed by any regulatory official or body
that has jurisdiction as a basis for requiring deliveries of gas
by Transporter to Customer after the termination of this
Agreement. Both agree that at all times they will take
appropriate action, and cooperate with the other, to the end that
delivery of gas hereunder may be abandoned at the termination of
this Agreement and both agree that the termination of this
Agreement, for whatever reason shall constitute authority to
abandon service hereunder.
8.5 The Parties acknowledge that the rates and fees
applicable hereunder have been discounted below what would
otherwise be appropriate for the type of service to be rendered
by Transporter under this Agreement due to (i) the large volume
of Customer s gas to be transported hereunder, (ii) the load
balancing benefits on Transporter s pipeline because of the
system-wide nature of this Agreement, and (iii) the economic
situation prevailing in the industry at the time this Agreement
is negotiated.
IN WITNESS WHEREOF, this Agreement is executed effective as
of the date and year first above written.
WITNESSES:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ LOUISIANA INTRASTATE GAS
COMPANY L.L.C.
By: /s/ ▇. ▇. ▇▇▇▇
Title: President
WITNESSES:
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇ TRANS LOUISIANA GAS COMPANY
a Division of Atmos Energy
Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
EXHIBIT "A"
POINTS OF RECEIPT
Location Quantity
MMBtu/d
1.Existing interconnection between Transporter's
facilities and Tennessee Gas Pipeline Company
located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
(▇▇▇▇-▇▇-▇/▇▇▇▇▇▇▇) 10,000
2.Existing interconnection between
Transporter's10,000(1)facilities and Texas Gas
Transmission located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
(1764-40-3/Bayou Pompey) 10,000 (1)
3.Existing interconnection between Transporter's
facilities and Texas Gas Transmission located
in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 9
East, St. ▇▇▇▇ ▇▇▇▇▇▇, Louisiana.
(1055-01-1/Franklin) 50,000
4.Existing interconnection between Transporter's
facilities and ANR Pipeline Company located in
Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇,
▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
(1058-01-01/Calumet) 50,000
5.Existing interconnection between Transporter's
facilities and Trunkline Gas Company located
in Section ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
(1376-40-3/▇▇▇▇▇) 10,000
6.Existing interconnection between Transporter's
facilities and Trunkline Gas Company located
in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
(1059-40-8/Calumet/▇▇▇▇▇▇▇▇▇) 50,000
7.Existing interconnection between Transporter's
facilities and Texas Eastern Transmission
Corporation located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇ 2 East, St. Landry Parish,
Louisiana.
(1778-01-3/Lawtell) 10,000
8. Existing interconnection between Transporter's
facilities and Texas Eastern Transmission
Corporation located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ 13 East, Iberville Parish,
Louisiana.
(2031-01-9/White Castle) 10,000
9.Existing interconnection between Transporter's
facilities and Columbia Gulf Transmission
Company located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ 15 East, Terrebonne Parish,
Louisiana.
(1063-40-5/▇▇▇▇▇▇) 50,000
10.Existing interconnection between Transporter s
facilities and Equitable Storage Company
L.L.C. in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇ ▇▇▇▇, ▇▇▇▇▇▇ Parish, Louisiana.
(Jefferson Island) 80,000 under this
Agreement and the
Intrastate
Transportation
Agreement combined
11.Existing interconnection between Transporter s
facilities and ▇▇▇▇ Gateway Pipeline Company
located in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇
11 West, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana.
(Many) Volume as exists
from time-to-time
12.Existing interconnection between Transporter s
facilities and Transcontinental Gas Pipeline
Corporation located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 20,000
13.Existing interconnection between Transporter s
facilities and Nautilus Pipeline Company,
L.L.C. located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ 20,000
Note: (1) Texas Gas-Franklin
is also Zone SL on Texas Gas and should be utilized
during the months of April - November.
Points of Receipt shall include all other points as the parties
hereto may mutually agree.
POINTS OF DELIVERY
Location
Quantity
MMBtu/d
1. Those points of interconnection between
Transporter and Customer where gas is
physically taken to serve Customer s actual
gas demand for its distribution systems in
the state of Louisiana. As Required
2. Existing interconnection between
Transporter s facilities and Equitable
Storage Company L.L.C. in ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇
Parish,Louisiana.
(Jefferson Island) 30,000 under this
Agreement and the
Intrastate
Transportation
Agreement combined
3. Existing interconnection between
Transporter's facilities and ANR Pipeline
Company located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇
(1058-01-01/Calumet) 20,000
4. Existing interconnection between
Transporter's facilities and
Transcontinental Gas Pipeline Corporation
located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇ 16 East, Terrebonne Parish,
Louisiana.
(1062-40-9/▇▇▇▇▇▇▇▇'▇) 20,000(2)
5. Existing interconnection between
Transporter's facilities and Trunkline Gas
Company located in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
(1059-40-8/Calumet) 20,000(2)
6. Existing interconnection between
Transporter's facilities and Texas Eastern
Transmission Corporation located in Section
▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 13 East,
Iberville Parish, Louisiana.
(2031-01-9/White Castle) 20,000(1)
7. Existing interconnection between
Transporter's facilities and Mid Louisiana
Gas Company located in Section 37, Township
19 North, Range ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
(▇▇▇▇-▇▇-▇/▇▇▇▇▇▇▇▇▇▇▇) (3)
8. Existing interconnection between
Transporter's facilities and Southern
Natural Gas Company located in ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 15 West, DeSoto
Parish, Louisiana.
(1370-40-5/Logansport) (3)
9. Existing interconnection between
Transporter s facilities and Texas Gas
Transmission Corporation located in
Section ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
(1439-40-5/Pineville) 10,000 (1)
10. Existing interconnection between
Transporter's facilities and Texas Gas
Transmission located in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 9 East, St. ▇▇▇▇
▇▇▇▇▇▇, Louisiana.
(1055-01-1/Franklin) (2)
11. Existing interconnection between
Transporter's facilities and Tennessee Gas
Pipeline Company located in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 10 East, St. ▇▇▇▇
▇▇▇▇▇▇, Louisiana.
(1057-40-5/Centerville) (2)
12. Existing interconnection between
Transporter's facilities and ▇▇▇▇ Gateway
Pipeline Company located in ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 14 East,
Assumption Parish, Louisiana.
(1493-01-9/Napoleonville) (2)
Notes: (1) By compression; TransLa to bear fuel expense.
(2) By displacement.
(3) Interconnection is currently limited, available only on
an as, if and when basis.
Points of Delivery shall include all other points as the parties
hereto may mutually agree.
EXHIBIT "B"
GENERAL CONDITIONS
APPLICABLE TO
AGREEMENTS FOR 311(a)(2) TRANSPORTATION
OF NATURAL GAS
IN THE STATE OF LOUISIANA
LOUISIANA INTRASTATE GAS COMPANY L.L.C.
LOUISIANA INTRASTATE GAS COMPANY L.L.C.
GENERAL CONDITIONS
APPLICABLE TO
AGREEMENTS FOR 311(a)(2) TRANSPORTATION
OF NATURAL GAS
IN THE STATE OF LOUISIANA
TABLE OF CONTENTS
ARTICLE TITLE PAGE
B-I Measurements and Tests B-1
B-II Quality B-7
GENERAL CONDITIONS
ARTICLE B-I
MEASUREMENTS AND TESTS
1. The measurement of gas at each Point of Receipt and
Delivery shall be accomplished in accordance with the following:
(a) The unit of volumes for all purposes of measurement
hereunder shall be one (1) cubic foot of gas at a temperature of
sixty (60) degrees Fahrenheit and at an absolute pressure of
fifteen and twenty-five thousandths (15.025) pounds per square
inch absolute. The average atmospheric pressure shall be assumed
to be fourteen and seven tenths (14.7) pounds per square inch at
the Point(s) of Receipt and at the Point(s) of Delivery.
Whenever conditions of temperature and pressure differ from such
standard, conversion of the volume from such conditions to the
standard conditions shall be made in accordance with the Ideal
Gas Laws corrected for deviation of the gas from ▇▇▇▇▇'▇ Law in
accordance with the methods and formulas prescribed in the
American Gas Association's manual for the determination of
supercompressibility factors for natural gas as last amended and
superseded.
(b) The volume of gas transported hereunder shall be
measured by an orifice meter with flange type connections
installed at the Points of Receipt and at the Points of Delivery;
provided, however, that if measurement exists at a Point of
Delivery and is by a positive displacement meter, then such meter
will be used for measurement of gas delivered at such Point of
Delivery. Orifice meters shall be installed, operated and
volumes computed in accordance with the American National
Standard publication, Orifice Metering of Natural Gas, ANSI/API
2530, and in such amendments and revisions thereto and
superseding publications thereof. Differential and static
pressure chart cycles shall not exceed eight (8) days.
(c) The temperature of the gas transported hereunder
shall be determined by a recording thermometer continuously used
and installed so as to record properly the temperature of the gas
flowing through each meter. Temperature chart cycles shall not
exceed eight (8) days.
(d) The specific gravity of the gas shall be determined
at the point(s) of measurement by one of the following methods,
mutually acceptable to both parties: (1) by means of a properly
installed recording gravitometer of standard manufacture
utilizing the arithmetical average of the hourly specific gravity
recorded each day for computing the quantity of gas for that day,
(2) by an on line chromatograph, (3) by continuous sampling, or
(4) if (1), (2) or (3) is not considered feasible, then by use of
a portable specific gravity balance of standard manufacture
acceptable to both parties. Such determination to be made at
least once every thirty (30) days. If the recording gravitometer
fails, then the gravity from the chromatograph or the continuous
sampler shall be used if installed and working properly.
(e) The arithmetical average of the hourly temperature
when gas is flowing, the factor for specific gravity according to
the latest test therefor and the corrections for deviation from
▇▇▇▇▇'▇ Law applicable during each metering period shall be used
to make proper computations of gas volumes measured hereunder.
(f) The heating value of gas, as defined in Paragraph
1.9 of Article I of this Agreement shall, at Transporter's
option, be determined at each point(s) of measurement hereunder:
(1) by the use of a spot sample taken during such month to be
analyzed on a gas chromatograph, (2) by analysis samples from a
continuous gas sampler taken by Transporter and/or its nominee by
using an analytical chromatograph, (3) by a recording calorimeter
installed by Transporter and/or its designee, (4) by an on line
chromatograph installed by Transporter and/or its designee or (5)
by application of the methods contained in the American Gas
Association publication, Fuel Gas Energy Metering, Gas
Measurement Committee Report No. 5, and in such amendments and
revisions thereto and superseding reports thereof as recommended
by such committee. The heating value however determined shall be
converted to the same condition stipulated for the unit of volume
in "Article B-I, Paragraph 1.(a)." If an analytical
chromatograph is used, such analytical chromatograph shall be of
a design and manufacture mutually agreeable to both the Customer
and the Transporter. The method of Btu computation for a perfect
gas shall be derived from the "Table of Physical Constants of
Paraffin Hydrocarbons and Other Compounds" as published in the
Gas Processors Association Bulletin 2145-84 and superseding
revisions thereof. The analysis shall be complete and individual
values in mol percent or fraction of each hydrocarbon compound
shall be listed through CH6. The CH7 value shall include the sum
of the remaining hydrocarbons in the sample and the designated
value for CH7's+ shall be 50% CH7 and 50% CH8 or as determined
from an extended chromatograph breakdown. If an on line
chromatograph is used the appropriate CH + configuration shall be
set from the program choices by an independent spot analysis, the
value of which shall be used to select the program choice closest
to the actual CH7 + value. The analysis shall further include
the mol fraction or percent individually of additional compounds
contained in chromatographically measurable quantities contained
in the sample. The method to be used for chromatographic
analysis shall be that contained in Gas Processors Association
publication number 2261-72, GPA Method of Analysis for Natural
and Similar Gaseous Mixtures by Gas Chromatography.
(g) Upon mutual agreement of the parties, other types of
Btu per cubic foot measuring devices may be installed, operated
and Btu computed in accordance with the manufacturer instructions
for same and consistent with industry-accepted practices for
transmission Btu per cubic foot measurement.
(h) Gas samples taken from the pipeline system for
purposes of determining or deriving quantitative values that will
be used in the computation of gas volume and Btu per cubic foot
shall be obtained through use of a probe to be inserted
sufficiently beyond the periphery of the internal pipe walls to
assure that the gas being drawn for the sample is free of any
liquid accumulation from the internal pipe wall.
(i) If the method for determining chromatographic
analysis, as set forth in the GPA publication 2261-72, is
revised, both parties agree that this Agreement will be amended
accordingly.
(j) Transporter shall install, own, operate and maintain
standard type measuring and testing equipment necessary to
measure and test gas transported hereunder and shall keep same
accurate and in good repair. Transporter's measuring and testing
equipment shall be tested once each month for accuracy. Changing
of meter charts, readings, calibrations, tests, repairs and
adjustments of Transporter's measuring and testing equipment
shall be done only by employees of Transporter, or its designated
representatives. Customer, or its designated representative
shall, in the presence of an employee of Transporter or
Transporter's designated representative, have access to
Transporter's measuring and testing equipment at any reasonable
time, and shall have the right to witness tests, calibrations and
adjustments thereof. All tests scheduled hereunder shall be
preceded by reasonable notice to Customer. Upon request of
either party hereto for a special test of any meter or auxiliary
equipment, but not more often than once every three (3) months,
Transporter shall promptly verify the accuracy of same; provided
that the cost of such special test shall be borne by the
requesting party, unless the percentage of inaccuracy found is
more than two percent (2%).
If, upon any test, any measuring equipment is found to
be in error, such errors shall be taken into account in a
practical manner in computing the deliveries. If the resultant
aggregate error in the computed receipts is not more than two
percent (2%), then previous receipts shall be considered
accurate. All equipment shall, in any case, be adjusted at the
time of test to record correctly. If, however, the resultant
aggregate error in computed receipts exceeds two percent (2%) of
a recording corresponding to the average hourly rate of gas flow
for the period since the last preceding test, the previous
recordings of such equipment shall be corrected to zero error for
any period which is known definitely or agreed upon, but in case
the period is not known definitely or agreed upon, such
correction shall be for a period extending back one-half of the
time elapsed since the date of the last test, not exceeding a
correction period of sixteen (16) days.
(k) If any meter or auxiliary equipment is out of
service or out of repair for a period of time so that the amount
of gas delivered cannot be ascertained or computed from the
reading thereof, then the gas delivered during such period shall
be estimated upon the basis of the best data available, using the
first of the following methods which is feasible: (1) by using
the registration of any check meter or meters, if installed and
accurately registering; or (2) by correcting the error if the
percentage of error is ascertainable by calibration tests or
mathematical calculations; or (3) by estimating gas volumes on
the basis of deliveries during the preceding periods under
similar conditions when the equipment was registering accurately,
or by other method(s) mutually acceptable to both parties.
(l) Upon request of Customer, Transporter shall submit
its measurement charts and records to Customer for examination,
the same to be returned within thirty (30) days. Transporter's
measurement charts and records for a given accounting month will
be presumed correct if no written objection thereto is served on
either party hereto by the other within the twelve (12) month
period following any accounting month, but the same shall be
retained for a twenty-four (24) month period.
(m) Customer may install, operate and maintain, at its
sole cost, risk and expense, but in the same manner as is
required for Transporter's equipment hereunder, check measuring
and testing equipment of standard type, provided that the same
does not interfere with the operation of Transporter's equipment,
but the measurement and testing of gas for purposes of this
Agreement shall only be by Transporter's equipment. Transporter
shall have the same rights with respect to said check metering
and testing equipment of Customer as are granted to Customer with
respect to Transporter's metering and testing equipment.
(n) If it is determined prior to, or as a result of, in-
service tests, experience and observation by either Customer or
Transporter that pulsations exist that affect the measurement
accuracy, then the operator of the facilities agrees to install
and operate mechanical dampening equipment necessary to eliminate
such pulsations.
(o) If at any time during the term hereof a new method
or technique is developed with respect to gas measurement, or the
determination of the factors used in such gas measurement, such
new method or technique may be substituted for the method set
forth in this Section when, in Transporter's sole discretion,
employing such new method or technique is advisable. Transporter
shall notify Customer in writing of any such election prior to
actually implementing such substitution.
ARTICLE B-II
QUALITY
1. The gas received and delivered at each Point(s) of Receipt and
Point(s) of Delivery shall meet the following quality
specification:
(a) Oxygen - The oxygen content shall not exceed one
percent (1%) by volume of uncombined oxygen, and the parties shall
make reasonable efforts to maintain the gas free from oxygen.
(b) Hydrogen Sulphide - The hydrogen sulphide content
shall not exceed one (1) grain per one hundred (100) cubic feet of
gas.
(c) Total Sulphur - The total sulphur content, including
mercaptans and hydrogen sulphide, shall not exceed ten (10) grains
per one hundred (100) cubic feet of gas.
(d) Carbon Dioxide - The carbon dioxide content shall not
exceed two percent (2%) by volume.
(e) Liquids - The gas shall be free of water and other
objectionable liquids at the temperature and pressure at which the
gas is delivered and the gas shall not contain any hydrocarbons
which might condense to free liquids in the distribution system
under normal distribution operating conditions (20 psig and 40oF)
and shall in no event contain water vapor in excess of seven (7)
pounds per one million (1,000,000) cubic feet.
(f) Dust, Gums and Solid Matter - The gas shall be
commercially free of dust, gums, gum forming constituents and other
solid matter.
(g) Heating Value - The gas delivered shall contain a
heating content of not less than nine hundred fifty (950) Btu s per
cubic foot.
(h) Temperature - The gas shall not be delivered at a
temperature of less than forty degrees (40o) Fahrenheit, and not
more than one hundred twenty degrees (120o) Fahrenheit.
(i) Nitrogen - The nitrogen content shall not exceed
three percent (3%) by volume.
(j) Hydrogen - The gas shall contain no carbon monoxide,
halogens or unsaturated hydrocarbons, and no more than four hundred
parts per million (400ppm) of hydrogen.
2. In the event any gas delivered by Customer to Transporter
at any Point of Receipt fails to meet the quality specifications
set forth above, Transporter may refuse to accept receipt of such
gas until Customer or Customer s supplier shall have corrected the
quality deficiency.
3. In the event any gas delivered by Transporter to Customer
at any Point of Delivery fails to meet the quality specifications
set forth above, Customer may refuse to accept receipt of such gas
until Transporter shall have corrected the quality deficiency.
END OF EXHIBIT "B"