Exhibit 10.24
CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U.S. SHIPPERS SERVICE AGREEMENT
The Agreement (the "Service Agreement") is made and entered into at Omaha,
Nebraska as of December 18, 1998, by and between NORTHERN BORDER PIPELINE
COMPANY, hereinafter referred to as "Company" and TRANSCANADA GAS SERVICES INC.
as Agent for TRANSCANADA PIPELINES LTD., a(n) CANADIAN corporation, hereinafter
referred to as "Shipper".
WHEREAS, Company's investors and lenders rely on Certificates of Public
Convenience and Necessity granted by the Pederal Energy Regulatory Commission
and an the Tariff for the return of and the return on all funds invested in or
loaned to the Company; and
WHEREAS, the transportation of natural gas shall be effectuated pursuant to Part
157 or Part 284 of the Federal Energy Regulatory Commission's Regulations; and
WHEREAS, Company recognizes that it will be a condition to the initial
effectiveness of this Service Agreement that, notwithstanding any other
provision of the Tariff or this Service Agreement, the FERC and all other
appropriate federal governmental authorities and/or agencies in the United
States shall have issued, under terms and conditions acceptable to Shipper, all
final nonappealable authorizations and certificates;
NOW THEREFORE, in consideration of their respective covenants and agreements
hereinafter set out, the parties hereto covenant and agree as follows:
ARTICLE I - BASIC RECEIPTS
Shipper shall an each day beginning with Shipper's Billing Commencement Date, as
defined in Section I of the General Terms and Conditions of Company's FERC Gas
Tariff, be entitled to tender and, following tender, deliver to Company, at each
of Shipper's Points of Receipt, a quantity of gas not in excess of the Daily
Receipt Quantity for such Point of Receipt for such day, as defined in such
Section 1. and Company shall, on such day, take receipt of the quantity of gas
so tendered and delivered by Shipper at such Point of Receipt.
ARTICLE 2 - EXCESS RECEIPTS
If Shipper shall desire to tender to Company on any day beginning with Shipper's
Billing Commencement Date, at any of Shipper's Points of Receipt, a quantity of
gas in excess of Shipper's Daily Receipt Quantity for such Point of Receipt for
such day, it shall notify Company of such desire. If Company in its sole
judgment, determines that it has available the necessary capacity to receive and
transport all or any part of such excess quantity and make deliveries in
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CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
respect thereof, and that the performance of Company's obligations to other
Shippers under their Agreements will not be adversely affected thereby, Company
may elect to receive from Shipper said excess quantity or part thereof, and
shall so notify Shipper. Scheduling of Excess Receipts will be in accordance
with Section 10 of the General Terms and Conditions.
ARTICLE 3 - DELIVERIES
Company shall deliver gas to Shipper at the Point(s) of Delivery and under the
conditions specified in Exhibit A hereto and in accordance with Section 13 of
the General Terms and Conditions.
ARTICLE 4 - PAYMENTS
Shipper shall make payments to Company in accordance with Rate Schedules T-1 and
OT-1 and the other applicable terms and provisions of this Service Agreement.
ARTICLE 5- CHANGE IN TARIFF PROVISIONS
Upon notice to Shipper, Company shall have the right to file with the Federal
Energy Regulatory Commission any changes in the terms of any of Its Rate
Schedules. General Terms and Conditions or Form of Service Agreement as Company
may deem necessary, and to make such changes effective at such times as Company
desires and is possible under applicable law. Shipper may protest any filed
changes before the Federal Energy Regulatory Commission and exercise any other
rights it may have with respect thereto.
ARTICLE 6 - CANCELLATION OF PRIOR AGREEMENTS
When this Service Agreement becomes effective, it shall supersede, cancel and
terminate the following Agreements: -none-
ARTICLE 7 - TERM
This Service Agreement shall become effective upon its execution and shall under
all circumstances continue in effect in accordance with the Tariff from the
Billing Commencement Date defined herein as January 1, 1999 through October 31,
2003. If the primary term of this Service Agreement shall be one year or more,
then this Since Agreement shall continue in effect thereafter until extended or
terminated in accordance with Section 5 of the Rate Schedule T-1. Shipper shall
give Company not less than six (6) months prior written notice of Shipper's
intent to terminate this Service Agreement. Service rendered pursuant to this
Service Agreement shall be abandoned upon termination of this Service Agreement.
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CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
This Service Agreement shall automatically terminate and be of no
further force and effect unless Shipper shall furnish a proper security
arrangement, in accordance with Subsection 9.1 of Rate Schedule T-1, to
the Company within thirty (30) days after notice from the Company
subsequent to the occurrence of any of the following events:
The filing by Shipper or its parent of a voluntary petition in
bankruptcy or the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Shipper as bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect
of the Shipper under the Federal Bankruptcy Act or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Shipper or any
substantial part of its property, or the ordering of the winding-up or
liquidation of its affairs, with said order or decree continuing
unstayed and in effect for a period of sixty (60) consecutive days.
A failure by Shipper to pay in full the undisputed amount of any
invoice rendered by Company shall continue for ten (10) days from the
date payment is due.
Termination of this Service Agreement shall not relieve Company and Shipper of
the obligation to correct any Receipt or Delivery Imbalances hereunder, or
Shipper to pay money due hereunder to Company and shall be in addition to any
other remedies that Company may have.
ARTICLE 8 - APPLICABLE LAW AND SUBMISSION TO JURISDICTION
This Service Agreement and Company's Tariff, and the rights and obligations of
Company and Shipper thereunder are subject to all relevant United States lawful
statutes, rules, regulations and orders of duly constituted authorities having
jurisdiction. Subject to the foregoing, this Service Agreement shall be governed
by and interpreted in accordance with the laws of the State of Nebraska. For
purposes of legal proceedings, this Service Agreement shall be deemed to have
been made in the State of Nebraska and to be performed there, and the Courts of
that State shall have jurisdiction over all disputes which may arise under this
Service Agreement, provided always that nothing herein contained shall prevent
the Company from proceeding at its election against the Shipper in the Courts of
any other state, Province or country.
At the Company's request, the Shipper shall irrevocably appoint an agent in
Nebraska to receive, for it and on its behalf, service of process in connection
with any judicial proceeding in Nebraska relating to this Service Agreement.
Such service shall be deemed completed on delivery to such process agent (even
if not forwarded to and received by the Shipper). If said agent ceases to act as
a process agent within Nebraska on behalf of Shipper, the Shipper shall appoint
a substitute
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CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
process agent within Nebraska and deliver to the Company a copy of the new
agent's acceptance of that appointment within 30 days.
ARTICLE 9 - SUCCESSORS AND ASSIGNS
Any person which shall succeed by purchase, amalgamation, merger or
consolidation to the properties, substantially as an entirety, of Shipper or of
Company, as the case may be, and which shall assume all obligations under
Shipper's Service Agreement of Shipper or Company, as the case may be, shall be
entitled to the rights, and shall be subject to the obligations, of its
predecessor under Shipper's Service Agreement. Either party to a Shipper's
Service Agreement may pledge or charge the same under the provisions of any
mortgage, deed of trust, indenture, security agreement or similar instrument
which it has executed, or assign such Service Agreement to any affiliated Person
(which for such purpose shall mean any person which controls, is under common
control with or is controlled by such party). Nothing contained in this Article
9 shall, however, operate to release predecessor Shipper from its obligation
under its Service Agreement unless Company shall, in its sole discretion,
consent in writing to such release, which it shall not do unless it concludes
that, on the basis of the facts available to it, such release is not likely to
have a substantial adverse effect upon other Shippers or other Persons who may
become liable to provide funds to Company to enable it to meet any of its
obligations. Company shall not release any Shipper from its obligations under
its Service Agreement without the written consent of the other Shippers unless:
(a) such release is effected pursuant to an assignment of obligations by such
Shipper, and the assumption thereof by the assignee, and the terms of such
assignment and assumption render the obligations being assigned and assumed no
more conditional and no less absolute than those at the time provided therein;
and (b) such release is not likely to have a substantial adverse effect upon
Company or the other Shippers. For the purposes hereof, and without limiting the
generality of the foregoing, any release of any Shipper from its obligations
under its Service Agreement shall be deemed likely to have a substantial adverse
effect upon Company or the other Shippers if the assignee of such obligations
has a credit standing which is not at least equal to the credit standing of the
assignor of such obligations (credit standings in each case as reflected by the
ratings on outstanding debt securities by ▇▇▇▇▇'▇ Investors Service, Standard
and Poor's Corporation or another rating service acceptable to all Shippers to
the extent available or by other appropriate objective measures). Shipper shall,
at Company's request, execute such instruments and take such other action as may
be desirable to give effect to any such assignment of Company's rights under
such Shipper's Service Agreement or to give effect to the right of a Person whom
the Company has specified pursuant to Section 6 of the General Terms and
Conditions of Company's FERC Gas Tariff as the Person to whom payment of amounts
invoiced by Company shall be made; provided, however, that: (a) Shipper shall
not be required to execute any such instruments or take any such other action
the effect of which is to modify the respective rights and obligations of either
Shipper or Company under this Agreement; and (b) Shipper shall be under no
obligation at any time to determine the status or amount of any
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CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
payments which may be due from Company to any Person whom the Company has
specified pursuant to said Section 6 as the Person to whom payment of amounts
invoiced by Company shall be made.
ARTICLE 10 - LOSS OF GOVERNMENTAL AUTHORITY, GAS SUPPLY, TRANSPORTATION OR
MARKET
Without limiting its other responsibilities and obligations under this Service
Agreement, the Shipper acknowledges that it is responsible for obtaining and
assumes the risk of loss of the following: (1) gas removal permits, (2) export
and import licenses, (3) gas supply, (4) markets and (5) transportation upstream
and downstream of the Company's pipeline system. Notwithstanding the loss of one
of the items enumerated above, Shipper shall continue to be liable for payment
to the Company of the transportation charges as provided for in this Service
Agreement.
ARTICLE 11 - OTHER OPERATING PROVISIONS
(This Article to be utilized when necessary to specify other operating
provisions.)
ARTICLE 12 - EXHIBIT A OF SERVICE AGREEMENT, RATE SCHEDULES AND GENERAL TERMS
AND CONDITIONS
Company's Rate Schedules and General Terms and Conditions, which are on file
with the Federal Energy Regulatory Commission and in effect, and Exhibit A
hereto are all applicable to this Service Agreement and are hereby incorporated
in, and made a part of, this Service Agreement. In the event that the terms and
conditions herein are in conflict with the General Terms and Conditions in
Company's FERC Gas Tariff, the terms and conditions of this Service Agreement
are controlling,
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CONTRACT #: T1122F
NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be
duly executed as of the day and year first set forth above.
ATTEST: NORTHERN BORDER PIPELINE COMPANY
By: Northern Plains Natural Gas Company,
Operator
/s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- --------------------------------
Assistant Secretary
Title: Vice President
-----------------------------
ATTEST: TRANSCANADA GAS SERVICES INC. as
Agent for TRANSCANADA PIPELINES LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- --------------------------------
Title: Executive Vice President
-----------------------------
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NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT
Company: NORTHERN BORDER PIPELINE COMPANY
Company's Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Shipper: TRANSCANADA GAS SERVICES INC. as Agent for
TRANSCANADA PIPELINES LTD.
Attn: ▇▇▇▇▇▇ ▇▇▇▇
Shipper's Address: 3400, ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Maximum Minimum Maximum
Role Maximum Receipt Delivery Receipt Minimum
(Notes Quantity Pressure Pressure Temperature Temperature
Points 1 and 3) (MCF/Day) (PSIG) (PSIG) ((degree)F) ((degree)F)
----------------------------- -------------- -------------- ------------ --------------- -------------- ---------------
Port of ▇▇▇▇▇▇, MT PR 30,928 1435 - ▇▇▇ ▇▇
▇▇ ▇▇,▇▇▇ - - - -
▇▇ 30,928 - - - -
DD 30,928 - - - -
Saskana, MT PR 30,928 1435 - 120 32
(Secondary-Note 2) RD 30,928 - - - -
TP 30,928 - - - -
DD 30,928 - - - -
Buford, ND PR 30,928 1435 - 120 32
(Secondary-Note 2) RD 30,928 - - - -
TP 30,928 - - - -
DD 30,928 - - - -
Watford City, ND PR 30,928 1435 - 120 32
(Secondary-Note 2) RD 30,928 - - - -
TP 30,928 - - - -
DD 30,928 - - - -
Hebron, ND PR 30,928 1435 - 120 32
(Secondary-Note 2) RD 30,928 - -
TP 30,928 - - - -
PD 30,000 - 725 - -
DD 30,000 - - - -
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NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUED)
Maximum Minimum Maximum
Role Maximum Receipt Delivery Receipt Minimum
(Notes Quantity Pressure Pressure Temperature Temperature
Points 1 and 3) (MCF/Day) (PSIG) (PSIG) ((degree)F) ((degree)F)
----------------------------- -------------- -------------- ------------ --------------- -------------- ---------------
▇▇▇▇ Ullin, ND PR 30,928 1435 - 120 32
(Secondary-Note 2) RD 30,928 - - - -
TP 30,928 - - - -
PD 30,928 - 725 - 32
DD 30,928 - - - -
▇▇▇▇▇▇, SD RD 770 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 770 - 700 - 32
DD 770 - - - -
Mina, SD RD 16,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 16,000 - 750 - 32
DD 16,000 - - - -
Warner, SD RD 24,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 24,000 - 1,000 - 32
DD 24,000 - - - -
Aberdeen, SD RD 30,928 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 30,928 - 800 - 32
DD 30,928 - - - -
Webster, SD RD 5,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 5,000 - 700 - 32
DD 5,000 - - - -
Milbank, SD RD 8,073 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 8,073 - 800 - 32
DD 8,073 - - - -
Ivanhoe, MN RD 1,791 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 1,791 - 700 - 32
DD 1,791 - - - -
Tyler, MN RD 700 - - - -
(Secondary Note 2) TP 30,928 - - - -
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NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUED)
Maximum Minimum Maximum
Role Maximum Receipt Delivery Receipt Minimum
(Notes Quantity Pressure Pressure Temperature Temperature
Points 1 and 3) (MCF/Day) (PSIG) (PSIG) ((degree)F) ((degree)F)
----------------------------- -------------- -------------- ------------ --------------- -------------- ---------------
PD 700 - 1,100 - 32
DD 700 - - - -
Balaton, MN RD 20,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 20,000 - 720 - 32
DD 20,000 - - - -
Marshall, MN RD 30,928 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 30,928 - 800 - 32
DD 30,928 - - - -
Westbrook, MN RD 2,500 - - - -
(Secondary-Note 2) TP 32,928 - - - -
PD 2,500 - 800 - 32
DD 2,500 - - - -
Windom, MN RD 10,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 10,000 - 800 - 32
DD 10,000 - - - -
Welcome, MN RD 30,928 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 30,928 - 796 - 32
DD 30,928 - - - -
Ledyard, IA RD 4,000 - - - -
(Secondary-Note 2) TP 30,928 - - - -
PD 4,000 - 800 - 32
DD 4,000 - - - -
Ventura, IA RD 30,928 - - - -
TP 30,928 - - - -
PD 30,928 - 820 - 32
DD 30,928 - - - -
Total Maximum
Receipt Quantity 30,928 MCF
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NORTHERN BORDER PIPELINE COMPANY
U. S. SHIPPERS SERVICE AGREEMENT
EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT (CONTINUED)
NOTE 1: The point role will be either PR for physical receipts, RD
for receipt by displacement, TP for transfer points, PD for
physical deliveries, and DD for delivery by displacement.
NOTE 2: Should nominations at secondary receipt and delivery points
be received which exceed available capacity, volumes will be
scheduled in accordance with Northern Border's nomination and
scheduling procedures.
NOTE 3: For receipt or delivery of gas by displacement, Company
cannot and does not have an obligation to physically deliver
or receive gas at these points. Volumes will be delivered or
received at these point(s) only to the extent that
corresponding equal or greater volumes are received or
delivered by other parties at these points on the same day.
These corresponding volumes will be used to displace volumes
nominated for delivery or receipt by Shipper.
NOTE 4: Gas volumes which are nominated/scheduled at a sub primary
receipt or delivery point(s) have priority over gas volumes of
shipper utilizing such point on a corresponding basis as a
secondary receipt or delivery point. Shipper's rights and
obligations regarding the use of sub primary points are
governed by Subsection 17.1 of the General Terms and
Conditions of the Tariff.
This Exhibit A is made and entered into as of December 18, 1998. On
the effective date it shall supersede the Exhibit A dated as of
_____________________. The effective date of this Exhibit A is
January 1, 1999.
ATTEST: NORTHERN BORDER PIPELINE COMPANY
By: Northern Plains Natural Gas Company,
Operator
/s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- --------------------------------
Assistant Secretary
Title: Vice President
-----------------------------
ATTEST: TRANSCANADA GAS SERVICES INC. as
Agent for TRANSCANADA PIPELINES LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- --------------------------------
Title: Executive Vice President
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