GAS SUPPLY AGREEMENT

Exhibit 10(lxiv)

 

Confidential treatment has been requested for portions of this exhibit.  The copy filed herewith omits the information subject to the confidentiality request.  Omissions are designated as [*].  A complete version of this exhibit has been filed separately with the Securities and Exchange Commission

 

GAS SUPPLY AGREEMENT

            This Gas Supply Agreement ("Gas Supply Agreement") is made and entered into this 7th day of April, 2004, by and between NUI UTILITIES, INC. ("NUIU"), a New Jersey corporation, with its principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ and Cinergy Marketing & Trading, LP ("Seller") with its principal place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (each sometimes referred to individually as "Party" and collectively as "Parties").

            WHEREAS, NUIU is a local gas distribution company engaged in the business, inter alia, of supplying and transporting Gas, as defined below, to residential, commercial and industrial end-users within its service territory located in New Jersey, Maryland and Florida; and

            WHEREAS, Seller is engaged in the business, inter alia, of marketing and managing Gas supplies, storage and transportation; and

            WHEREAS, Seller and NUIU are Parties to a Gas Supply Asset Assignment and Agency Agreement and Seller desires to sell Gas to NUIU, and NUIU desires to purchase Gas from Seller for NUIU's New Jersey, Florida and Maryland utility divisions in accordance with the terms of this Agreement and the Gas Supply Asset Assignment and Agency Agreement.

            NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, NUIU and Seller agree as follows:

ARTICLE 1

DEFINITIONS

 

            1.01     The following terms used herein shall be construed to have meanings as follows and any term used herein that is defined in the Gas Supply Asset Assignment and Agency Agreement shall have that definition incorporated herein:

                        (a)        The term "Agreement" shall mean this "Gas Supply Agreement" including all amendments, modifications or supplements thereto.

                        (b)       The term "Authorizations" shall mean any and all approvals, permits, licenses, or other authorizations of whatever kind or character required by local, state, or federal agencies to enable NUIU to purchase, sell, deliver, and receive Gas or to permit NUIU's Service Providers to purchase, sell, transport and store Gas to, for, or on behalf of NUIU or for NUIU's account and which are required for Seller to perform its obligations under this Agreement.

                        (c)        The term "Business Day" shall mean any day on which Federal Reserve member banks in New York City are open for business, and shall begin at 8:00 a.m. and close at 5:00 p.m. Eastern Clock Time.

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                        (d)       The term "City Gate(s)" shall mean those valid points of receipt for Gas from various interstate pipelines into NUIU's distribution system as designated in the NUIU Assets.  

                        (e)       The term "Daily Baseload Quantity" shall mean, for each Day, the Baseload Quantity for such Day, which shall be equal to the Monthly Baseload Quantity for such month divided by the number of Delivery Days in the applicable Delivery Month.

                        (f)        [*]

                        (g)       The term "Daily Peaking Quantity" shall mean the quantity delivered from the Peaking Assets that are NUIU Assets on any Day.

                        (h)       [*]

                        (i)         The term "Daily Swing Quantity" shall mean for each Day the additional supply nominated by NUIU and priced at the applicable Daily Spot Price.

                        (j)         The term "Day" means a period of 24 consecutive hours, beginning at 10:00 A.M. Eastern Clock Time on any calendar Day and ending at 10:00 A.M. Eastern Clock Time on the following calendar Day.

                        (k)        The term "Dekatherm" or "Dth" shall mean one million (1,000,000) British thermal units (Btus).

                        (l)         The term "Delivery Day" shall mean each day of actual Gas flow and shall begin at 10:00 a.m. Eastern Clock Time on such day.

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                        (m)       The term "Delivery Month" shall mean a period of time beginning at 10:00 a.m. Eastern Clock Time on the first day of a calendar month and ending at 10:00 a.m. Eastern Clock Time on the first day of the following calendar month, during which time deliveries are made to NUIU to satisfy the DDQ and into the Storage Assets during the Summer Season to satisfy the SMREQ.

                        (n)       The term "Effective Date" shall mean that same day defined as the Effective Date in the Gas Supply Asset Assignment and Agency Agreement.

                        (o)       The term "FERC" shall mean the Federal Energy Regulatory Commission or any successor federal agency.

                        (p)       The term "Gas" shall mean any mixture of hydrocarbons or hydrocarbons and non-combustible gases consisting primarily of methane.

                        (q)       The term "Gas Supply Asset Assignment And Agency Agreement" shall mean the Gas Supply Asset Assignment and Agency Agreement dated as of the date hereof between NUIU and Seller as amended and supplemented from time to time.

                        (r)        The term "Initial Storage Inventory" shall mean, with respect to any Storage Asset, the quantity of Gas in such Storage Asset on April 1, 2004.

                       (s)        "Intraday Gas" shall mean that quantity of gas nominated for purchase and delivery to NUIU after the initial nomination deadline.  

                        (t)        The term "Market Area Storage Assets" shall mean all storage assets assigned to Seller that are not Production Area Storage Assets

                        (u)       [*]

                        (v)       [*]

                        (w)       [*]

                        (x)        The term "Monthly Baseload Quantity" shall mean, for each Delivery Month, the Baseload Quantity for such month.  The Monthly Baseload Quantity for each month will be provided by NUIU to Seller no later than five (5) Business Days prior to the start of the month in which it applies.

                        (y)        [*]

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                        (z)        [*]

                        (aa)      The term "Nominated Daily Quantity" or "NDQ" shall mean for each Delivery Day, NUIU's best estimate of the DDQ for such Day.  The NDQ cannot exceed the MDQ.

                        (bb)     The term "Nominated Daily Storage Quantity" shall be that amount nominated for withdrawal (or deemed to be withdrawn) from storage as addressed in Section 4.09.

                        (cc)      The term "NUIU Assets" shall mean those valid storage, transportation, operational balancing, exchange, parking, hub service, gas supply, peaking, or other agreements that NUIU has in effect or will have in effect, with Service Providers during the Term that may be released or assigned to Seller under the terms of the Gas Supply Asset Assignment and Agency Agreement.  A list of the NUIU Assets are set forth in Exhibit A which is attached hereto and made a part hereof.

                        (dd)     The term "Part 284 Storage Assets" shall mean those Storage Assets that are subject to the capacity release provisions of 18 C.F.R. Part 284 or successor regulations, as indicated in Exhibit A. 

                        (ee)     The term "Peaking Assets" shall mean those City Gate delivery contracts that shall be entered into by NUIU in accordance with Section 3.6 of the Gas Supply Asset Assignment and Agency Agreement as well as those assets so identified in Exhibit A. 

                        (ff)       The term "Peaking MDQ" on any Day shall mean the maximum daily deliverability from NUIU's Peaking Assets that are NUIU Assets on such Day.  The Peaking MDQ does not include deliverability from NUIU's on-system LNG facility.

                       (gg)     The term "Performance Assurance" shall mean an irrevocable stand-by letter of credit, guaranty, cash collateral, prepayment or other good and sufficient security of a continuing nature, satisfactory in form, issuer, and amount as determined by the requesting Party in accordance with Section 10.2 of the Gas Supply Asset Assignment and Agency Agreement.

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                        (hh)     The term "Production Area Storage Asset" shall mean the Transco ES and WSS Storage Contracts assigned to Seller.

                        (ii)        The term "NYMEX Settlement Price" shall mean the closing price on the NYMEX on the last day of trading for a particular Delivery Month's contract.

                        (jj)        The term "Service Provider(s)" shall mean the party or parties with whom NUIU has effective agreements with respect to the NUIU Assets.

                        (kk)     The term "Section 7(c) Storage Assets" shall mean all Storage Assets that are not Part 284 Storage Assets.

                        (ll)        The term "Start Date" shall mean the first Delivery Day under this Agreement, which shall be the Effective Date of the Gas Supply Asset Assignment and Agency Agreement.

                        (mm)    The term "Storage Assets" shall mean the storage service agreements set forth in Exhibit A. 

                        (nn)     The term "Summer Daily Billing Quantity" or "SDBQ" shall mean, for each Delivery Day during the Summer Season, the sum of the DDQ plus the SDREQ.

                        (oo)The term "Summer Daily Reserve Equivalent Quantity" or "SDREQ" shall mean a daily quantity of Gas (in Dth) equal to the Summer Monthly Reserve Equivalent Quantity divided by the number of Delivery Days in the applicable Delivery Month.

                        (pp)     [*]

                        (qq)     The term "Summer Season" shall mean the period beginning on April 1 and continuing through the following October 31, 2004.

                        (rr)       The term "Term" shall be the Primary Term as defined in Article 3.

                       (ss)      The term "Transaction Agreements" means this Agreement and the Gas Supply Asset Assignment and Agency Agreement including all amendments, modifications and/or supplements.

                        (tt)       The term "Variable Cost" shall mean all Commodity, fuel, surcharges and other fees charged for Gas volumes transported, stored, or supplied under the NUIU Assets.

                        (uu)     The term "Winter Daily Billing Quantity" or "WDBQ" shall mean, for each Delivery Day during the Winter Season, the DDQ less the quantity of gas deemed withdrawn from Storage.

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                        (vv)     The term "Winter Season" shall mean the period beginning on November 1 and continuing through the following March 31.

ARTICLE 2

CONDITIONS PRECEDENT

2.01     The conditions precedent to the effectiveness of this Agreement are the same as those set forth in Article 4 of the Gas Supply Asset Assignment and Agency Agreement.

ARTICLE 3

TERM

          3.01     This Agreement shall be effective as of the date first set forth above.  The primary term of this Agreement ("Primary Term") shall commence on the Start Date and shall end on March 31, 2005.

ARTICLE 4

OBLIGATIONS OF THE PARTIES 

            4.01     [*]

            4.02     [*]

            4.03     [*]

            4.04     NUIU and Seller recognize that in order for Seller to effect the sale and delivery of Gas to NUIU under this Agreement, it will be necessary for Seller to obtain access to the NUIU Assets.  Therefore, NUIU has released, assigned and designated the NUIU Assets as more fully set forth in the Gas Supply Asset Assignment and Agency Agreement.

            4.05     In consideration of the services provided to NUIU by Seller under this Agreement, simultaneously with the effectiveness of the release of any Part 284 Storage Assets to Seller under the Gas Supply Asset Assignment and Agency Agreement, NUIU hereby transfers title to the Initial Storage Inventory in such Storage Assets to Seller, effective at the beginning of the Day on April 1, 2004.  NUIU warrants title to such Initial Storage Inventory and warrants that the ownership of all such Gas shall be transferred to Seller free from all liens, encumbrances and adverse claims.

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            4.06     Unless mutually agreed to otherwise by the Parties, NUIU agrees to maintain or obtain any Authorizations that are required for Seller to perform its obligations under this Agreement in full force and effect until the termination of this Agreement.  If and to the extent that any Authorizations associated with the transportation and storage agreements providing firm transportation or providing transportation of storage quantities to the City Gate(s) terminate or are suspended for any reason during the Term of this Agreement, the MDQ and Seller's obligation to sell Gas hereunder shall be reduced by a daily quantity equal to the quantity suspended or terminated in the applicable transportation agreement(s).  In addition to the foregoing, in the event that any Authorizations are threatened with termination or actually terminate or are suspended for any reason during the Term of this Agreement, NUIU shall use commercially reasonable efforts to prevent such termination or reinstate such Authorizations.  Seller agrees to assist and cooperate with NUIU's efforts in this regard.  In the event that NUIU is unable to reach such agreement, the Parties agree to remove the affected NUIU Assets from this Agreement and adjust each Party's obligations hereunder in an equitable manner as mutually agreed.

            4.07     [*]

            4.08     [*] 

            4.09     [*}

                         (a)       [*]

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                         (b)       [*]

            4.10     Daily Swing and Peaking Nominations. 

                        (a)        [*]

                        (b)        [*]

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            4.11     NUIU shall timely provide Seller with all information reasonably necessary for Seller to perform its obligations under this Agreement.  Such information shall include:  daily, monthly and seasonal forecasts of Gas supply requirements; design demand scenarios; an initial estimate of the Monthly Baseload Quantity for each month during the Term and other Gas flow data necessary for Seller to perform its obligations hereunder.

            4.12     If at any time during the Term of this Agreement, NUIU should seek to purchase Gas in excess of the MDQ on a short or long term, firm or interruptible basis, NUIU agrees that it shall include Seller in its list of bidders to supply such Gas and Seller shall have a right to match any bid that NUIU would otherwise accept.  If Seller is selected as NUIU's supplier of such excess Gas, then NUIU and Seller shall enter into a separate agreement pertaining to such Gas.

            4.13     To the extent necessary for Seller to perform its obligations under this Agreement, NUIU will seek waivers of confidentiality provisions contained in the NUIU Assets.

            4.14     To the extent that any Service Providers or NUIU Assets are subject to the jurisdiction of the FERC, it is understood that Seller shall furnish the Service Providers, in as prompt a manner as necessary to effectuate the terms of this Agreement, all information necessary to permit scheduling pursuant to the Service Providers' rules, guidelines, operational procedures, and policies.

          4.15     Each Party shall designate a representative to be the primary contact for the other Party with respect to the performance of this Agreement.  In addition, each Party shall have qualified personnel available for contact by the other Party on a twenty-four (24) hour basis and each Party shall identify those personnel available during business and non-business hours.

            4.16     NUIU and Seller agree to enter into and execute all agreements and other instruments reasonably necessary for NUIU and Seller to perform their obligations under this Agreement.

            4.17     The Parties shall each reasonably cooperate with the other in seeking and obtaining any governmental or regulatory approvals required for the Parties to perform their obligations under this Agreement.

            4.18     All transactions entered into and/or services provided under any Transaction Agreement (whether or not evidenced by a confirmation) between Seller and NUIU shall be part of and shall be considered part of a single, integrated agreement between the Parties.

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            4.19     Transaction Process; Recordings.  Unless otherwise stated in a Transaction Agreement, transactions under any Transaction Agreement may be effectuated in a telephone conversation with the offer and acceptance constituting the agreement of the Parties.  The Parties shall be legally bound from the time they so agree to transaction terms and may rely thereon.  In addition, the Parties agree that a written confirmation process shall be utilized to provide written record of the transactions and nominations between the Parties, but shall not invalidate any transaction agreed to by the Parties if any such information is incorrect or is not acknowledged or approved by the receiving Party.  This written process shall be in a form mutually agreed to between the Parties and provide necessary information in a timely manner for the internal record needs of each Party.  The Parties agree that each Party may electronically record all telephone conversations with respect to nominations and other transactions under the Transaction Agreements between their respective employees, without any further notice to the other Party.  The Parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with this provision and any other requirements of any Transaction Agreement.

ARTICLE 5

FAILURE TO DELIVER THE DDQ 

            5.01     [*] 

            5.02     Payment.  Amounts due under this Section 5 may be invoiced at any time by NUIU.  Any invoice shall detail the method used for calculating the amount due and payment shall be due within ten (10) Business Days of receipt of the invoice.  Unpaid amounts will accrue interest in accordance with the terms of Section 11.2 of the Gas Supply Asset Assignment and Agency Agreement.

            5.03     Exclusive Financial Remedy.  The Parties agree that the actual losses incurred by NUIU as a result of Seller's failure to deliver DDQ would be uncertain and impossible to determine with precision.  As a result, the payments by Seller in accordance with Section 5.01 of this Agreement shall be NUIU's sole and exclusive financial remedy for Seller's failure to deliver the DDQ.   Notwithstanding the foregoing, NUIU shall have the right, as set forth in Sections 6.1 and 6.2 of the Gas Supply Asset Assignment and Agency Agreement, to terminate this Agreement on four hours advance notice if Seller fails to cause the DDQ to be delivered.

ARTICLE 6

PRICE

 

            6.01     Price.  The price ("Price") paid by NUIU for Gas sold under this Agreement shall consist of the following:

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                        (a)                    [*]

                         plus (b)            [*]

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                         plus (c)            Imbalances.  Except as otherwise specifically provided in this Agreement, any scheduling or imbalance penalty or charges imposed upon NUIU or on Seller pursuant to any of the NUIU Assets shall be the responsibility of the Party whose actions or inactions caused such penalty, consistent with the rules, guidelines, operational procedures, and policies of the Service Providers, as set forth in approved tariffs as they may exist from time to time.  Seller shall be the responsible Party to the extent imbalances are caused by a deviation between NUIU's nominations and the actual nomination submitted by Seller to a Service Provider.  NUIU shall be the responsible Party to the extent imbalances are caused by a deviation between NUIU's nominations and the deliveries required at the City Gates.  If the non-responsible Party has paid or shall pay such penalty or charge, the responsible Party shall reimburse the non-responsible Party no later than fifteen (15) days after the non-responsible Party has delivered to the responsible Party a copy of the related invoice.

ARTICLE 7

BILLING AND PAYMENT 

            7.01     Billing, Disputes and Payment.  See Article 11 of the Gas Supply Asset Assignment and Agency Agreement incorporated and made a part of this Agreement by this reference.

            7.02     Order of Receipt.  For billing purposes, on any Delivery Day receipt of gas shall be in accordance with the nominations designated by NUIU under Sections 4.09 and 4.10 of this Agreement.

            7.03     Refunds of Service Provider Charges.  In the event that either Party hereto receives a refund of any charges assessed by a Service Provider against such Party and which have been reimbursed to such Party by the other Party, the Party which made such reimbursement shall be entitled to that portion of any refunds which apply to the reimbursed Service Provider charges.

ARTICLE 8

TAXES 

            8.01     Taxes.  The Price for Gas delivered under this Agreement is inclusive of all production, severance, ad valorem, or similar taxes levied on the production or transportation of Gas prior to or upon its delivery to NUIU at the City Gates, and all such taxes shall be paid by Seller provided, however, that if NUIU is required by law to remit such taxes to the collecting authority, NUIU shall do so and shall inform Seller and Seller shall deduct the taxes so paid on Seller's behalf from payments otherwise due to Seller pursuant to the terms of this Agreement.  The Price for Gas delivered under this Agreement does not include any sales, use, consumption, or other taxes of whatever designation which may be imposed after the transfer of title to Gas to or for the account of NUIU or on NUIU's subsequent use or disposition thereof.  Any such taxes shall be paid by NUIU directly to the taxing authority unless Seller is required by law to collect and remit such taxes, in which case NUIU shall reimburse Seller for all amounts so paid.  If NUIU claims exemption from any such taxes, NUIU shall provide Seller a tax exemption certificate or other appropriate documentation thereof.  Each Party will bear all taxes based upon its net worth, corporate existence or general right to transact business.

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ARTICLE 9

TITLE, CONTROL AND POSSESSION

            9.01     Title.  Title to Gas delivered to NUIU under this Agreement that is delivered to NUIU over an Assigned Gas Transportation Contract shall pass to and vest in NUIU at the City Gates.  Title to Gas purchased, transported or stored under any Non-Assignable Contract or under the Gas Supply Agreement when Seller sells Gas to NUIU into a Section 7(c) transportation contract shall pass to and vest in NUIU at the entry point into the Section 7(c) Storage Asset or into the Section 7(c) transportation contract.  As between the Parties to this Agreement, Seller shall be deemed to be in control and possession of Gas until delivery to NUIU, and NUIU shall be deemed to be in control and possession of said Gas thereafter.  Control and possession of Gas purchased, transported or stored under any Non-Assignable Contract shall remain at all times with NUIU.  Seller hereby warrants title to the Gas sold by it hereunder and the right to deliver the same and warrants that all Gas shall be delivered to NUIU free from all liens, encumbrances, and adverse claims.

            9.02     Liability.  The Party deemed to be in control and possession of the Gas delivered under this Agreement shall be responsible for and shall indemnify, defend, and hold the other Party harmless with respect to any losses, claims, liabilities, or damages related to claims for title to Gas, death, personal injury or property damage arising therefrom when such Gas is deemed to be in that Party's control and possession.

ARTICLE 10

MEASUREMENT, QUALITY AND PRESSURE

            10.01   Measurement.  The unit of measurement for Gas nominated, delivered and accounted for hereunder shall be the Dekatherm.  Measurements shall be performed in accordance with the requirements of Service Providers at the NUIU City Gate(s).

            10.02   Quality.  All Gas delivered to the City Gate(s) under this Agreement shall conform to the quality specifications set forth in Service Providers' FERC tariffs, as applicable.

            10.03   Pressure.  All Gas delivered to the City Gate(s) under this Agreement shall be delivered to NUIU at the pressure maintained in the facilities of the applicable Service Providers.

ARTICLE 11

NOTICES

            See Section 13.3 of the Gas Supply Asset Assignment and Agency Agreement, incorporated and made a part of this Agreement by this reference.

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ARTICLE 12

FINANCIAL INFORMATION AND PERFORMANCE ASSURANCE

See the provisions of Article 10 of the Gas Supply Asset Assignment and Agency Agreement, incorporated and made a part of this Agreement by this reference. 

ARTICLE 13

FORCE MAJEURE

See the provisions of Article 12 of the Gas Supply Asset Assignment and Agency Agreement, incorporated and made a part of this Agreement by this reference.

ARTICLE 14

ASSIGNMENT

            See Section 13.2 of the Gas Supply Asset Assignment and Agency Agreement, incorporated and made a part of this Agreement by this reference

ARTICLE 15

LAWS AND REGULATORY BODIES 

            15.01   This Agreement shall be subject to all valid applicable federal and state laws and to the orders, rules and regulations of any duly constituted federal or state regulatory body or authority having jurisdiction.

            15.02   The provisions of this Agreement shall be enforced to the fullest extent permitted by law.  If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the provision and that saves the validity and enforceability of the provision.  The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

ARTICLE 16

EVENTS OF DEFAULT, TERMINATION AND UNWINDING 

            See the provisions of Article 6 of the Gas Supply Asset Assignment and Agency Agreement, incorporated herein and made part of this Agreement by this reference.

ARTICLE 17

WARRANTIES AND REPRESENTATIONS 

            See the provisions of Article 5 of the Gas Supply Asset Assignment and Agency Agreement, incorporated herein and made a part of this Agreement by this reference.

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ARTICLE 18

DISPUTE RESOLUTION

            See the provisions of Article 9 of the Gas Supply Asset Assignment and Agency Agreement, incorporated and made a part of this Agreement by this reference.

ARTICLE 19

MISCELLANEOUS 

            19.01   Severability.  If any provision hereof is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant hereof.

            19.02   Waiver.  No delay or omission to exercise any right or remedy accruing to either Party upon any breach or default of the other Party shall impair such right or remedy, or be construed to be a waiver of any such breach or default.  Any waiver by either Party of any breach or default under this Agreement must be made in writing and executed by an authorized officer of such party.

            19.03   Prior Agreements.   This Agreement sets forth all understandings between the Parties respecting each transaction subject hereto, and any prior agreements, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Agreement.

            19.04   Modification of Agreement.  Modifications of this Agreement shall not be binding unless made in writing and signed by an authorized representative of both Parties.

            19.05   Headings.  The subject headings used in this Agreement are inserted solely for the purpose of convenient reference and are not intended to affect the meaning of any provision of this Agreement.

            19.06   Construction.  This Agreement was prepared jointly by the Parties hereto and shall not be construed more stringently against one Party than the other.

            19.07  Disruption of Index.  If the specific published index or posting which is a component of the Price (the "Index Component") is not published or posted for any reason for a relevant date or period necessary for the determination of the Price, then Seller and NUIU shall promptly negotiate in good faith in order to select a mutually agreeable substitute published index, posting, price, or pricing formula that reflects the value of Gas of similar quality and quantity in the geographical region in which the Supply Point is located.  If the parties have not agreed on a replacement published index, posting, price, or pricing formula within three (3) Business Days of the date the Index Component was not published or posted, then the replacement Price per MMBtu shall be equal to the average of the results of the price quotes, with each party to obtain one quote, from a recognized marketer or broker of Gas transactions, for prices of Gas of a similar quality and quantity in the geographical region in which the Supply Point is located.  Such marketer or broker quotes may be expressed as a formula if the Index Component is not expected to be published or posted for more than one Month.  The Parties shall use good faith efforts to obtain such marketer or broker quotes and calculate the replacement Price within five (5) Business Days of the date the Index Component was not published or posted.  The last Price that was determined based on the Index Component will be paid for Gas delivered and received hereunder until the replacement Price is determined and will be adjusted retroactively to the initial interruption in the publishing or posting of the Index Component once the replacement Price is determined.  If, however, the Index Component is published or posted late for the relevant date or period, but prior to the determination of a replacement Price (whether determined by mutual agreement or by quotes), then the Index Component published or posted late shall be used in determining the Price for the relevant date or period.  If the Index Component is subsequently published or posted for a future relevant date or period, the parties shall resume using the Index Component in determining the Price attributable to such subsequent dates or periods.

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            IN WITNESS WHEREOF, the Parties have executed this Agreement in duplication by their respective duly authorized officers as of the day and year first written above.

NUI UTILITIES INC.                                      CINERGY MARKETING & TRADING, LP

By:       /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇                     By:       /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇                                        Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:   President                                                             Title:   Chief Commercial Officer
                                                                                                     Natural Gas
Date:   April 8, 2004                                                       Date:   April 8, 2004

 16

Exhibit A

Assigned and Agency Contracts Schedule

 

NUI UTILITIES Inc.

Elizabethtown Gas Company

Supply and Capacity Assets

						Deliverability
		Contract	Tariff	Assigned (284) or Agency (7c)		Daily	Seasonal	Annual
	CONTRACT PARTY	Number	Rate	Status		(Dth)	(Dth)	(Dth)
	FIRM TRANSPORT
	Transco (▇▇▇▇▇ line)	1011998	FT	284		15,615		5,699,475
						9,948	(a)	3,631,020
						5,522	(a)	517,500
	Transco (▇▇▇▇▇ line)	1011995	FT	284		15,000		5,475,000
	Transco (▇▇▇▇▇ line)	1011997	FT	284		17,595		6,422,175
	Transco (▇▇▇▇▇ line)	1000656	X-270	7c		1,090		397,850
	Transco (▇▇▇▇▇ line)	1000995	X-276	7c		10,000		3,650,000
	Transco	1003686	FT	284		13,218		4,824,570
	Transco	1003686	FT	284		19,439		7,095,235
	Transco	1003686	FT	284		14,774		5,392,510
	Transco	1003686	FT	284		30,324		11,068,260
	Transco*	1003960	FT	284		2,940		1,073,100
	Transco	1005014	FT	284		334	30,060
	Transco	1005014	FT	284		492	44,280
	Transco	1005014	FT	284		374	33,660
	Transco	1005014	FT	284		767	69,030
	Transco	1002230	FT	284		308		112,420
	Transco	1002230	FT	284		451		164,615
	Transco	1002230	FT	284		345		125,925
	Transco	1002230	FT	284		707		258,055
	Transco	1010431	FT	▇▇▇		▇▇▇		▇▇▇,600
	Transco	1010431	FT	284		647		236,155
	Transco	1010431	FT	284		492		179,580
	Transco	1010431	FT	284		1,009		368,285
	Transco	1010445	FT	284		361		131,765
	Transco	1010445	FT	284		274		100,010
	Transco	1010445	FT	284		807		294,555
	Texas Eastern	800217	CDS	284		20,220		7,380,300
	Texas Eastern	800217	CDS	284		5,496		2,006,040
	Texas Eastern	800217	CDS	284		3,174		1,158,510
	Texas Eastern	800217	CDS	284		6,239		2,277,235
	Texas Eastern	800217	CDS	284		11,397		4,159,905
	Texas Eastern (b)	830029	FT-1	284		20,000		7,300,000
	Texas Eastern	800392	FT-1	284		1,348		492,020
	Texas Eastern	800392	FT-1	284		366		133,590
	Texas Eastern	800392	FT-1	284		212		77,380
	Texas Eastern	800392	FT-1	284		416		151,840
	Texas Eastern	800392	FT-1	284		760		277,400
	Texas Eastern	910333	FT-1	284		5,394		1,968,810
	Texas Eastern	910333	FT-1	284		1,466		535,090
	Texas Eastern	910333	FT-1	▇▇▇		▇▇▇		▇▇▇,155
	Texas Eastern	910333	FT-1	284		1,664		607,360
	Texas Eastern	910333	FT-1	284		3,040		1,109,600
	Texas Eastern	330837	FTS	7c		1,520		554,800
	Texas Eastern	330874	FTS-4	7c		5,000		1,825,000
	Texas Gas Transmission	16775	FT	284		11,127		4,061,355
	Texas Gas Transmission	16775	FT	284		6,800		2,482,000
	Tennessee	959	FT-A	284		1,000		365,000
	Tennessee	597	FTG	284		1,067		389,455
	Tennessee	597	FTG	284		640		233,600
	Tennessee	597	FTG	284		1,341		489,465
	Tennessee***	44414		284		2,100		766,500
	National Fuel Gas	E00526	EFT	284		11,090		4,047,850
	National Fuel Gas	F01642	FT	284		15,805		5,768,825
	Columbia Gulf Transmission**	37968	FTS-1			1,671		609,915
	Columbia Gas Transmission	37882	FTS	284		12,736		4,648,640
	Columbia Gas Transmission	39275	NTS	284		10,000		3,650,000
	CNG (Dominion)	200397	FT	284		17,120		6,248,800
	CNG (Dominion)	100115	FTNN	284		5,000		2,352,060
	CNG (Dominion)	100115	FTNN	284		1,444		2,352,060
	Total					335,158
	FIRM TRANSPORT ASSOCIATED WITH STORAGE
	Transco (▇▇▇▇▇ line)	1003832	FT	284		5,175		1,888,875
	Transco (▇▇▇▇▇ line)	1000653	X-269	7c		500		182,500
	Transco (▇▇▇▇▇ line)	1044821	FT	284		6,973		2,545,145
	Texas Eastern	330167	FTS-4	7c		5,000		1,825,000
	Texas Eastern	331501	FTS-5	7c		16,666		6,083,090
	Texas Eastern	331720	FTS-7	7c		14,298		5,218,770
	Texas Eastern	331013	FTS-8	7c		8,469		3,091,185
	Tennessee	603	FTG	284		1,014		370,110
	Tennessee***	44410		284		3,000		1,095,000
	Tennessee***	44413		284		3,040		1,109,600
	Columbia Gas Transmission	38045	SST	284		3,644		996,634
	CNG (Dominion)	200394	FT	7c		5,522		2,015,530
	CNG (Dominion)	200393	FT	7c		6,973		2,545,145
	Total					80,274
	STORAGE - Bundled (Market Area)
	Transco	1000739	GSS	7c		27,604		1,759,955
	Transco	1000741	LSS	7c		8,000		600,000
	Transco	1000742	S-2	7c		7,267		653,186
	Texas Eastern	400196	SS-1	284		3,646		379,911
	Total					46,517
	STORAGE (North)
	Transco	1044824	SS-1	284		6,973		541,305
	Tennessee	8703	FS-MA	284		1,014		100,485
	Steuben   (units in MCF)			7c		5,556		500,000
	Columbia Gas Transmission	38000	FSS	284		3,644		230,168
	CNG (Dominion)	300165	GSS	284		10,826		645,244
	CNG (Dominion)	300167	GSS-II	284		16,667		1,666,666
	CNG (Dominion)	600044	GSS-TE	7c		23,190		2,387,206
	CNYOG - Stagecoach	100023	FSS	284		3,040		304,000
	Total					70,910
	STORAGE  (South)
	Transco	1013463	ES	284		14,397		144,856
	Hattiesburg	5904		to be Assigned		10,000		100,000
	Transco	1041432	WSS	284		40,149		3,412,638
	Total					64,546
	Grand Totals - Assets					597,405
	PEAKING
	Transco	1000743	LG-A	7c		23,950		98,087
	Transco	1032229	LNG	284		15,000		56,864
	Transco	1000743	LG-A	7c		23,950		98,087
	Total					62,900
	FIRM GAS SUPPLY
	Cargill (Canadian supply)	103286				10,350		3,777,750
	Cogen Tech					17,000		6,205,000
	Total					27,350
	FIRM GAS SUPPLY w/ Bundled Transportation
	Total					---
	Grand Total - Others					90,250

	Storages
CONTRACT PARTY	Max w/d	Max inj	Capacity	Days	Receipt	Delivery	Effective	Citygate
	(Dth)	(Dth)	(Dth)	Avail.	Point	Point	Term(1)	Delivery
FIRM TRANSPORT
Transco (▇▇▇▇▇ line)
				365	CNG @ ▇▇▇▇▇	City Gate	10/31/2007	15,615
					Steuben storage withdrawal	City Gate
Transco (▇▇▇▇▇ line)
Transco (▇▇▇▇▇ line)				365	National Fuel @ ▇▇▇▇▇▇▇	City Gate	10/31/2014	15,000
Transco (▇▇▇▇▇ line)				365	CNG @ ▇▇▇▇▇	City Gate	10/31/2006	17,595
Transco (▇▇▇▇▇ line)				365	National Fuel @ ▇▇▇▇▇▇▇	City Gate	Evergreen	1,090
Transco				▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇ @ ▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	Evergreen	10,000
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	10/31/2004	13,218
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	10/31/2004	19,439
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	10/31/2004	14,774
Transco*				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	10/31/2004	30,324
Transco				365	▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ 3, Stations 54, 65	10/31/2004	-
Transco				▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	7/31/2006	334
Transco				▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	7/31/2006	492
Transco				▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	7/31/2006	374
Transco				90	Station 62	Station 65	7/31/2006	-
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	308
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	451
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	345
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	707
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	440
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	647
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	492
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	1,009
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇	Evergreen	-
Transco				▇▇▇	▇▇▇▇▇▇▇ ▇▇	▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇▇	-
▇▇▇▇▇ Eastern				365	Station 65	Columbia - Downingtown	▇▇▇▇▇▇▇▇▇	-
▇▇▇▇▇ ▇▇▇▇▇▇▇				▇▇▇	▇▇	▇▇▇▇ ▇▇▇▇	10/31/2012	20,220
Texas Eastern				365	STX	M1	10/31/2012	-
Texas Eastern				365	ETX	M1	10/31/2012	-
Texas Eastern				365	WLA	M1	10/31/2012	-
Texas Eastern (b)				365	ELA	M1	10/31/2012	-
Texas Eastern				365	Algonquin backhaul	City Gate	10/31/2005	20,000
▇▇▇▇▇ ▇▇▇▇▇▇▇				▇▇▇	▇▇	▇▇▇▇▇▇▇▇ @ Eagle	Evergreen	-
Texas Eastern				365	STX	M1	Evergreen	-
Texas Eastern				365	ETX	M1	Evergreen	-
Texas Eastern				▇▇▇	▇▇▇	▇▇	▇▇▇▇▇▇▇▇▇	-
▇▇▇▇▇ Eastern				365	ELA	M1	▇▇▇▇▇▇▇▇▇	-
▇▇▇▇▇ ▇▇▇▇▇▇▇				▇▇▇	▇▇	▇▇▇▇ ▇▇▇▇	3/31/2014	5,394
Texas Eastern				365	STX	M1	3/31/2014	-
Texas Eastern				365	ETX	M1	3/31/2014	-
Texas Eastern				365	WLA	M1	3/31/2014	-
Texas Eastern				365	ELA	M1	3/31/2014	-
Texas Eastern				▇▇▇	▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	10/31/2009	1,520
Texas Gas Transmission				▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	12/1/2009	5,000
Texas Gas Transmission				365	Zone 0	Lebanon - CNG	10/31/2006	-
Tennessee				365	Zone 1	Lebanon - CNG	10/31/2006	-
Tennessee				365	Niagara River (Bi  2 0081)	Natl Fuel - TGP Z-5	4/30/2007	-
Tennessee				365	Sun Plant Dehydration (100 Leg, ▇▇▇. ▇▇, ▇▇▇▇▇▇▇▇, ▇▇)	▇▇▇▇ ▇▇▇▇	4/1/2013	1,067
Tennessee				365	East Cameron ▇▇▇ ▇▇ (800 Leg, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇)	▇▇▇▇ ▇▇▇▇	4/1/2013	640
Tennessee***				▇▇▇	▇▇▇▇▇ ▇▇▇▇ Block 60 Dehydration (500 Leg, Sta. 542, Noxubee, MS)	City Gate	4/1/2013	1,341
National Fuel Gas				365	Zone 4, East Aurora	▇▇▇▇ ▇, ▇▇▇▇▇▇	8/31/2008	-
National Fuel Gas				365	TGP Z-4,5 Tetco-PA	Transco @ ▇▇▇▇▇▇▇	Evergreen	-
Columbia Gulf Transmission**				365	Niagara	Transco @ ▇▇▇▇▇	11/1/2007	-
Columbia Gas Transmission				▇▇▇	▇▇▇-▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	10/31/2004	1,671
Columbia Gas Transmission				▇▇▇	▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	10/31/2010	12,736
CNG (Dominion)				▇▇▇	▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	10/31/2010	10,000
CNG (Dominion)				▇▇▇	▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇▇▇, ▇▇	Transco @ ▇▇▇▇▇	10/31/2006	-
CNG (Dominion)				▇▇▇	▇▇▇▇▇▇▇ (3,521 dth/day) & ▇▇▇▇▇▇▇▇ (2,923 dth/day)	Chambersburg	3/31/2005	-
Total				▇▇▇	▇▇▇▇▇▇▇ (3,521 dth/day) & ▇▇▇▇▇▇▇▇ (2,923 dth/day)	▇▇▇▇▇	3/31/2005	-
							Total	222,243
FIRM TRANSPORT ASSOCIATED WITH STORAGE
Transco (▇▇▇▇▇ line)
Transco (▇▇▇▇▇ line)				▇▇▇	▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	12/14/2009	5,175
Transco (▇▇▇▇▇ line)				▇▇▇	▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	▇▇▇▇▇▇▇▇▇	500
Texas Eastern				365	CNG @ ▇▇▇▇▇	City Gate	3/31/2008	6,973
Texas Eastern				365	CNG @ ▇▇▇▇▇	City Gate	12/1/2008	5,000
Texas Eastern				365	CNG @ Oakford	City Gate	3/31/2012	16,666
Texas Eastern				▇▇▇	▇▇▇▇▇ & ▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	4/30/2015	14,298
Tennessee				▇▇▇	▇▇▇▇▇ & ▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇	3/31/2006	8,469
Tennessee***				365	Northern Storage ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇ (▇▇▇▇▇▇, ▇▇)	▇▇▇▇ ▇▇▇▇	4/1/2013	1,014
Tennessee***				365	▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇	▇▇▇▇ 5, White Plains, NY	8/31/2008	-
Columbia Gas Transmission				365	@ Storage	▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇	▇/▇▇/▇▇▇▇	-
▇▇▇ (▇▇▇▇▇▇▇▇)				365	Columbia FSS	City Gate	10/31/2004	3,644
CNG (Dominion)				365	National Fuel @ ▇▇▇▇▇	Transco @ ▇▇▇▇▇	3/31/2011	-
				365	Transco @ ▇▇▇▇▇	Transco @ ▇▇▇▇▇	month-to-month	-
Total
							Total	61,739
STORAGE - Bundled (▇▇▇▇▇▇ ▇▇▇▇)
Transco
Transco	27,604	9,778	1,759,955	64	@ Storage	City Gate	3/31/2013	27,604
Transco	8,000	3,333	600,000	75	@ Storage	City Gate	Evergreen	8,000
Texas Eastern	7,267	5,443	653,186	90	@ Storage	City Gate	Evergreen	7,267
	3,646	1,953	379,911	104	@ Storage	City Gate	4/30/2012	3,646
Total
			3,393,052				Total	46,517
STORAGE (North)
Transco
Tennessee	6,973	3,007	541,305	78	@ Storage	CNG/Transco @ ▇▇▇▇▇	3/31/2008	-
Steuben   (units in MCF)	1,▇▇▇	▇▇▇	▇▇▇,485	99	@ Storage	300 Leg, Zone 4 (Potter, PA)	3/31/2013	-
Columbia Gas Transmission	5,750	3,696	517,000	90	@ Storage	CNG @ ▇▇▇▇▇	3/31/2011	-
CNG (Dominion)	3,644	1,841	230,168	63	@ Storage	Columbia SST	10/31/2004	-
CNG (Dominion)	10,826	3,585	645,244	60	@ Storage	Transco @ ▇▇▇▇▇	3/31/2008	-
CNG (Dominion)	16,667	9,259	1,666,666	100	@ Storage	Tetco @ Oakford	3/31/2012	-
CNYOG - Stagecoach	23,190	13,262	2,387,206	103	@ Storage	Leidy, Oakford, Chambersburg, Crayne	3/31/2006	-
	3,040	1,520	304,000	100	@ Storage	Station 319	8/31/2008	-
Total
			6,392,074				Total	-
STORAGE  (South)
Transco
Hattiesburg	14,397	959	144,856	10	@ Storage	▇▇▇▇▇▇▇▇▇ Cty - Miss.	10/31/2013	-
Transco	10,000	5,000	100,000	10	@ Storage	Transco @ ▇▇▇▇▇▇▇▇▇	7/31/2005	-
	40,149	18,859	3,412,638	365	@ Storage	Zone 3, Station 54	1/31/2012	-
Total
			3,657,494				TOTAL	-
Grand Totals - Assets
			13,442,620					330,499
PEAKING
Transco
Transco				4	Transco ▇▇▇▇ ▇	▇▇▇▇ ▇▇▇▇	month-to-month	23,950
Transco				3	Transco ▇▇▇▇ ▇	▇▇▇▇ ▇▇▇▇	month-to-month	15,000
				4	Transco ▇▇▇▇ ▇	▇▇▇▇ ▇▇▇▇	month-to-month	23,950
Total
							TOTAL	62,900
FIRM GAS SUPPLY
Cargill (Canadian supply)
Cogen Tech						Niagra - National Fuel	10/30/2007	-
						TGT Production Area		-
Total
								-
FIRM GAS SUPPLY w/ Bundled Transportation
Total
								-
Grand Total - Others
								62,900

Notes:

*   Notice of termination given

**  Contract permanently released

***  Assigned capacity

(1)  all capacities will be renewed for 4-1-04  to  3-31-05 period

(a)  A single FT capacity contract used for both storage withdrawal and flowing supply.

(b)  Backhaul capacity on Texas Eastern with a new gate station connection.

Exhibit A

 

Assigned and Agency Contracts Schedule

 

NUI UTILITIES Inc.

City Gas Company of Florida

Supply and Capacity Assets

					Deliverability			Storages
		Contract		Assigned (284g) or Agency (7c)	Daily	Seasonal	Annual	Max w/d	Max inj	Capacity
	CONTRACT PARTY	Number	Rate	Status	(Dth)	(Dth)	(Dth)	(Dth)	(Dth)	(Dth)
	FIRM GAS SUPPLY
	FIRM TRANSPORT
	Florida Gas Transmission	▇▇▇▇	▇▇▇-▇	284g			11,652,931
					43,685	6,596,435
					23,201	696,030
					23,185	3,547,305
					26,231	813,161
	Florida Gas Transmission	▇▇▇▇	▇▇▇-▇	284g			1,464,290
					2,570	465,170
					5,430	999,120
	Florida Gas Transmission	▇▇▇▇	▇▇▇-▇	284g			2,947,435
					12,655	2,290,555
					3,570	656,880
	Notes:
	(1)  all capacities will be renewed for 4-1-04  to  3-31-05 period

CONTRACT PARTY	Days Available	Effective Term (1)	Receipt Point	Delivery Point	Comments
FIRM GAS SUPPLY
Florida Gas Transmission	365	7/31/2005	various - see "FGT FTS-1 5034" tab
	151				November - March
	30				April
	153				May - September
	31				October
Florida Gas Transmission	365	2/28/2015	various - see "FGT FTS-2 3608" tab
	181				November - April
	184				May - October
Florida Gas Transmission	365	2/28/2015	various - see "FGT FTS-2 5364" tab
	181				November - April
	184				May - October

Exhibit A

Assigned and Agency Contracts Schedule

 

NUI UTILITIES Inc.

Elkton Gas

Supply and Capacity Assets

					Deliverability			Storages
	Contract		Assigned (284g) or Agency (7c)		Daily	Seasonal	Annual	Max w/d	Max inj	Capacity
CONTRACT PARTY	Number	Rate	Status		(Dth)	(Dth)	(Dth)	(Dth)	(Dth)	(Dth)
FIRM GAS SUPPLY
FIRM TRANSPORT
Transco	1021359	FT	284g		2,635		961,775
Transco	1021368	FT	284g		52	4,680
Columbia	57828	FT	284g		86		31,390
Eastern Shore	010003	FT	284g				966,455
					2,635	724,625
					2,687	241,830
▇▇▇▇▇▇▇ ▇▇▇▇▇	▇▇▇▇▇▇	FT	284g		86		31,390
Eastern Shore	010013	FT	284g		679		247,835
Eastern Shore	010032	FT	284g		750		273,750
Eastern Shore	010041	FT	284g		3,000		1,095,000
FIRM TRANSPORT ASSOCIATED WITH STORAGE
Eastern Shore	020003	ST		284g	622	112,582
Eastern Shore	010012	FT		284g	217	19,530
Eastern Shore	020005	ST		284g			140,605
					481	87,061
					291	53,544
STORAGE - Market Area
Eastern Shore	080002	CFSS		284g	481		25,381	481	188	25,381
Eastern Shore	050003	GSS		7c	512		25,339	512	141	25,339
Eastern Shore	060003	LSS		7c	111		5,500	111	31	5,500
PEAKING
Eastern Shore	070003	LG-A		7c	217		1,361	217	490	1,361
Notes:
(1)  all capacities will be renewed for 4-1-04  to  3-31-05 period

Contract Party		Days Available	Effective Term (1)	Receipt Point	Delivery Point	Comments
FIRM GAS SUPPLY
FIRM TRANSPORT
Transco		365	3/31/2005	▇▇▇▇ ▇-▇ - ▇▇, ▇▇	▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇▇▇▇▇▇▇ #6570, Hockessin	Feeds FT 010003
Transco		90	7/31/2006	▇▇▇▇ ▇-▇ - ▇▇, ▇▇	▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇▇▇▇▇▇▇ #6570, Hockessin	Feeds FT 010003 (Dec-Feb only)
Columbia		365	10/31/2004	Op ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇	▇▇▇ - ▇▇▇▇▇▇▇▇▇ ▇▇▇ 88	Feeds FT 010011
Eastern Shore		365	10/31/2005	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)
		275				March - November
		90				December - February
Eastern Shore		365	8/31/2008	TCO - ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇)
▇▇▇▇▇▇▇ ▇▇▇▇▇		365	10/31/2007	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)
Eastern Shore		365	10/31/2008	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)
Eastern Shore		365	10/31/2010	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)
FIRM TRANSPORT ASSOCIATED WITH STORAGE
Eastern Shore		181	3/31/2013	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	November - April
Eastern Shore		90	10/31/2006	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	December - February
Eastern Shore		365	10/31/2004	TCO - ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)
		181				November - April
		184				May - October
Eastern Shore		53	10/31/2004	TCO - ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	Delivers on ST 020005
Eastern Shore		50	3/31/2013	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	Delivers on ST 020003
Eastern Shore		50	4/1/2013	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	Delivers on FT 020003
Eastern Shore		6	10/31/2006	Transco Z6 - ▇▇▇▇▇▇▇▇▇▇ #▇▇▇▇	▇▇▇▇ ▇▇▇▇ (ESN003)	Delivers on FT 010012

Exhibit A

 

Assigned and Agency Contracts Schedule

 

Firm Gas Transportation Service Agreement #5034 (FTS-1)

Between

Florida Gas Transmission Company

and

NUI Utilities Inc.

Dated 11/1/1993

					Maximum Daily Quantity
	Point(s) of Receipt				(MMBtu)*
							Nov-			May-
	Point Description	Point	DRN		Oct		Mar	Apr		Sept
	PRODUCTION ZONE 1:
	CS #7 ▇▇▇▇▇▇	25306	6489		0		0	0		0
	MOPS-▇▇▇▇▇▇▇ FGT	611	25809		5,510		10,391	4,143		4,135
	NGPL-JEFFERSON FGT	10240	23703		0		0	0		1,069
	SABINE PASS PLANT (▇▇▇▇▇▇▇'▇ Bayou)	282	23422		6,333		9,334	6,333		5,265
	Zone 1 Total				11,843		19,725	10,476		10,469
	PRODUCTION ZONE 2:
	COLUMBIA GULF-LAFAYETTE FGT	62410	179851		2,742		4,322	2,326		1,875
	CS #8 ▇▇▇▇▇▇▇	25412	7995		0		0	0		0
	▇▇▇▇-ST. ▇▇▇▇▇▇ FGT	10102	10034		0		0	0		0
	▇▇▇▇▇▇-▇▇▇▇▇▇ FGT	23062	10881		2,742		4,322	2,327		1,875
	TETCO-ATCHAFALAYA FGT	10147	10030		1,995		3,809	1,961		2,859
	TRUNKLINE-▇▇▇▇▇▇▇▇▇▇ FGT	25405	50031		0		0	0		0
	Zone 2 Total				7,479		12,453	6,614		6,609
	PRODUCTION ZONE 3:
	▇▇▇▇▇▇ TENNESSEE FGT (REC)	10258	12740		0		0	0		0
	CS #11 MOUNT ▇▇▇▇▇▇	25309	716		0		0	0		0
	▇▇▇▇-ST. HELENA FGT	10109	9906		0		0	0		0
	SNG-FRANKLINTON FGT BI-DIR (REC)	10095	11224		0		0	0		0
	TRANSCO/CITRONELLE FGT CAPACITY	62132	157553		4,340		5,348	3,696		2,865
	TRANSCO-ST. HELENA FGT	10114	9903		2,569		6,159	2,415		3,242
	Zone 3 Total				6,909		11,507	6,111		6,107
	Total MDQ:				26,231		43,685	23,201		23,185
	* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant to Fuel Reimbursement Charge Adjustment provisions of Transporter's
	F.E.R.C. Gas Tariff, General Terms and Conditions.

Exhibit A

Assigned and Agency Contracts Schedule

Firm Gas Transportation Service Agreement #3608 (FTS-2)

Between

Florida Gas Transmission Company

and

NUI Utilities Inc.

Dated 12/12/1991

					Maximum Daily Quantity
	Point(s) of Receipt				(MMBtu)*
							Nov-		May-
	Point Description	Point	DRN		Oct		Mar	Apr	Sept
	PRODUCTION ZONE 1:
	CS #7 ▇▇▇▇▇▇	25306	6489		0		0	0	0
	HPL-MAGNET ▇▇▇▇▇▇▇ FGT	8576	24662		1,562		420	420	1,562
	Zone 1 Total				1,562		420	420	1,562
	PRODUCTION ZONE 2:
	CS #8 ▇▇▇▇▇▇▇	25412	7995		0		0	0	0
	▇▇▇▇-ST. ▇▇▇▇▇▇ FGT	10102	10034		0		0	0	0
	TETCO-ATCHAFALAYA FGT	10147	10030		0		0	0	0
	Zone 2 Total				0		0	0	0
	PRODUCTION ZONE 3:
	CS #11 MOUNT ▇▇▇▇▇▇	25309	716		0		0	0	0
	DESTIN PIPELINE/FGT	71298	241390		0		929	929	0
	EXXON-ST. REGIS / FGT	10141	38221		0		0	0	0
	▇▇▇▇ SHADYSIDE	930300	10370		0		0	0	0
	TENN ▇▇▇▇▇▇▇▇▇	932500	10367		0		0	0	0
	TRANSCO FROST	946400	9191		0		0	0	0
	TRANSCO-ST. HELENA FGT	10114	9903		3,868		1,221	1,221	3,868
	Zone 3 Total				3,868		2,150	2,150	3,868
	Total MDQ:				5,430		2,570	2,570	5,430
	* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant to Fuel Reimbursement Charge Adjustment provisions of Transporter's
	F.E.R.C. Gas Tariff, General Terms and Conditions.

Exhibit A

Assigned and Agency Contracts Schedule

Firm Gas Transportation Service Agreement #5364 (FTS-2)

Between

Florida Gas Transmission Company

and

NUI Utilities Inc.

Dated 8/12/1993

					Maximum Daily Quantity
	Point(s) of Receipt				(MMBtu)*
							Nov-		May-
	Point Description	Point	DRN		Oct		Mar	Apr	Sept
	PRODUCTION ZONE 1:
	CS #7 ▇▇▇▇▇▇	25306	6489		0		0	0	0
	NGPL-JEFFERSON FGT	10240	23703		1,067		3,782	3,782	1,067
	Zone 1 Total				1,067		3,782	3,782	1,067
	PRODUCTION ZONE 2:
	CS #8 ▇▇▇▇▇▇▇	25412	7995		0		0	0	0
	▇▇▇▇-ST. ▇▇▇▇▇▇ FGT	10102	10034		0		0	0	0
	TETCO-ATCHAFALAYA FGT	10147	10030		0		0	0	0
	Zone 2 Total				0		0	0	0
	PRODUCTION ZONE 3:
	CS #11 MOUNT ▇▇▇▇▇▇	25309	716		0		0	0	0
	DESTIN PIPELINE/FGT	71298	241390		1,038		3,679	3,679	1,038
	▇▇▇▇ SHADYSIDE	930300	10370		0		0	0	0
	TENN ▇▇▇▇▇▇▇▇▇	932500	10367		0		0	0	0
	TRANSCO/CITRONELLE FGT CAPACITY	62132	157553		1,465		5,194	5,194	1,465
	TRANSCO FROST	946400	9191		0		0	0	0
	Zone 3 Total				2,503		8,873	8,873	2,503
	Total MDQ:				3,570		12,655	12,655	3,570
	* Exclusive of Transporter's fuel. Shipper to provide fuel pursuant to Fuel Reimbursement Charge Adjustment provisions of Transporter's
	F.E.R.C. Gas Tariff, General Terms and Conditions.