EXHIBIT 10(a)
GUARANTY
As an inducement to Northern Border Pipeline Company
(hereinafter "Northern Border") to grant credit, or assume a
credit risk, from time to time, in respect to transportation of
gas by Northern Border pursuant to one or more IT-1
Transportation Agreements (Agreement), which Agreement is
identical to or substantially the same as the copy attached
hereto, for the benefit of Peoples Energy Services Corporation
(hereinafter the "Shipper"), Peoples Energy Corporation
(hereinafter the "Guarantor"), shall pay to Northern Border
promptly when due, or upon demand thereafter, without deduction
of any claim of set off or counterclaim of Shipper, or any other
defense, the full amount of all obligation or indebtedness due to
Northern Border from Shipper, including interest and expenses of
all collection and reasonable counsel's fees incurred by Northern
Border by reason of the default of Shipper.
This Guaranty by Guarantor shall remain in full force and
effect during the term of any such Agreement, and any extension
or renewal thereof and thereafter until Shipper has fully
performed all of its obligations under the Agreement. This
Guaranty applies to all successors and/or assigns of Shipper.
The Guarantor waives notice of acceptance hereof and notice
of the volumes of gas transported by Northern Border for the
benefit of Shipper, and of the amounts and terms thereof, and of
all defaults or disputes with Shipper, and of the settlement or
adjustment of such defaults or disputes. The Guarantor, without
affecting its liability hereunder in any respect, consents to and
waives notice of all change of terms, the withdrawal of extension
of credit or time to pay, the release of the whole or any part of
the indebtedness, the settlement or compromise of differences,
the acceptance or release of security, the acceptance of notes,
or any other form of obligation for Shipper's indebtedness, and
the demand, protest and notice of protest of such instruments or
their endorsements.
The obligation of the Guarantor is a primary and an
unconditional obligation and covers all existing and future
obligations of Shipper to Northern Border under the Agreement.
This obligation shall be enforceable before or after proceeding
against Shipper or against any security held by Northern Border
and shall be effective regardless of the solvency or insolvency
of Shipper at any time, the extension or modification of the
indebtedness of Shipper by operation of law or the subsequent
incorporation, reorganization, merger or consolidation of Shipper
or any other change in the composition, nature, personnel, or
location of Shipper.
This Guaranty shall for all purposes be deemed to be made
in, and shall be governed by, the laws of the State of Nebraska.
This Guaranty shall be binding upon Guarantor, its successors and
assigns and shall inure to the benefit of Northern Border, its
successors and assigns.
The Guarantor in executing this Guaranty, represents and
warrants to Northern Border that:
(i)The Guarantor is a corporation duly organized and
existing in good standing and has full power and
authority to make and deliver this Guaranty;
(ii) The execution and delivery and performance of this
Guaranty by the Guarantor has been duly authorized by
all necessary action of its directors and shareholders
and do not and will not violate the provisions of, or
constitute default under, any presently applicable law
or its articles of incorporation or by laws or any
agreement presently binding on it; and
(iii) This Guaranty has been duly executed and
delivered by the authorized officers of the Guarantor
and constitutes its lawful, binding and legally
enforceable obligation.
IN WITNESS WHEREOF, this Guaranty has been duly executed by the
undersigned, this 1st day of August ,1997.
PEOPLES ENERGY CORPORATION
By /s/ ▇. ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
Attest:
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
Northern Border Pipeline Company
FERC Gas Tariff First Revised Sheet Number 430
First Revised Volume No. 1 Superseding
Original Sheet Number 430
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
This Agreement is made and entered into as of this ____ day of
__________, 19___ , by and between NORTHERN BORDER PIPELINE
COMPANY, hereinafter referred to as "Company" and
_____________________ hereinafter referred to as "IT-1 Shipper".
WHEREAS, IT-1 Shipper is desirous of engaging Company to provide
interruptible transportation service for quantities of natural
gas; and
WHEREAS, Company is desirous of providing interruptible
transportation service for IT-1 Shipper; and
WHEREAS, the transportation of natural gas shall be effectuated
pursuant to Section 157 or Subparts B or G of Part 284 of the
Federal Energy Regulatory Commission' s (Commission) Regulations;
and
NOW, THEREFORE, in consideration of their respective covenants
and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:
Article 1 - Basic Receipts
If on any day after executing this agreement, Company determines
that capacity exists in its pipeline system to transport all or a
portion of IT-1 Shipper's Total Interruptible Receipt Quantity
then IT1 Shipper shall be entitled to tender and deliver to
Company at each of IT-1 Shipper's Point (s) of Receipt
hereinafter specified in Master Exhibit A the quantity of gas
which Company has determined as available for Point (s) of
Receipt for such days. If more than one interruptible shipper
shall notify Company of a desire to tender gas, and Company
elects to receive less than all of such gas, Company shall
schedule Basic Receipts among such interruptible shippers based
on the per 100 Dekatherm-Mile rate each interruptible shipper has
contracted to pay Company. If two or more interruptible shipper
has contracted to pay Company. If two or more interruptible
shippers have contracted to pay the same rate, Basic Receipts
will be scheduled on a pro rata basis except as provided in
Subsection 10.21 (d) of the General Terms and Conditions.
Company may schedule in such other equitable manner as operating
conditions may reasonably require.
Northern Border Pipeline Company Third Revised Sheet Number 431
FERC Gas Tariff Superseding
First Revised Volume No. 1 Second Revised Sheet Number 431
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
Article 2 - Excess Receipts
Company agrees to receive, on the same basis as set forth
hereinabove, natural gas from IT-1 Shipper in excess of its Total
Interruptible Receipt Quantity provided that Company has
determined that it has sufficient capacity to transport
quantities in excess of its firm and interruptible contractual
commitments. The transportation of excess receipts will be in
accordance with the terms and conditions of Rate Schedule OT-1.
Article 3 - Deliveries
Company shall deliver gas to IT-1 Shipper at the Point (s) of
Delivery hereinafter specified in Master Exhibit A and in
accordance with Section 13 of the General Terms and Conditions of
Company's Tariff.
Article 4 - Payments
Shipper shall pay Company each month an amount for transportation
service determined by multiplying the then effective Maximum Rate
as set forth in Rate Schedule IT-1 (or the contracted rate to the
extent the Maximum Rate is discounted) times the IT-1 Shipper's
Dekatherm Miles of gas transported during the Production Month
divided by 100; however, in no event shall Company charge less
than 1.000 cent per Dekatherm. Payment shall be made in
accordance with Section 6 of the General Terms and Conditions,
and the other applicable terms and provisions of this agreement.
Article 5 - Change in Tariff Provisions
Upon notice to IT-1 Shipper, Company shall have the right to file
and seek FERC approval of any changes in the terms of any of its
Rate Schedules, General Terms and Conditions or Form of IT-1
Transportation Agreement as Company may deem necessary, and to
make such charges
Northern Border Pipeline Company
FERC Gas Tariff
Original Sheet Number 432
First Revised Volume No. 1
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
Article 5 - Change in Tariff Provisions (Continued)
effective at such times as Company desires and is possible under
applicable law. IT-1 Shipper may protest any filed changes
before the FERC and exercise any other rights it may have with
respect thereto.
Article 6 - Fees
Shipper shall pay to Company all filing fees required by the FERC
or any regulatory body related to service provided hereunder to
Shipper.
Article 7 - Cancellation of Prior Agreements
When this IT-1 Transportation Agreement becomes effective, it
shall supersede, cancel and terminate the following agreements.
Article 8 - Term
This IT-1 Transportation Agreement shall become effective
_________________, and shall continue in full force and effect
for a term of _____________.
This Agreement shall automatically terminate and be of no further
force and effect unless Shipper shall furnish a security
arrangement, as set forth in Subsection 8.1 of Rate Schedule
IT-1, to the Company within ten (10) 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 of any substantial part of its property, or the
ordering of the winding-up or liquidation of its affairs,
with said orders or decree continuing unstayed and in effect
for a period of sixty (60) consecutive days.
Northern Border Pipeline Company
FERC Gas Tariff Original Sheet Number 433
First Revised Volume No. 1
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
Article 8 - Term (Continued)
If a failure by Shipper to pay in full the amount of any
invoice rendered by Company shall continue for 15 days from
the date payment is due, this Agreement shall automatically
terminate and be of no further force and effect. Such
termination shall be in addition to any other remedies that
Company may have.
Termination of this IT-1 Transportation Agreement shall not
relieve Company and IT-1 Shipper of the obligation to correct any
Receipt or Delivery Imbalances hereunder, or IT-1 Shipper to pay
money due hereunder to Company.
Article 9 - Applicable Law
This Agreement and Company's Tariff, and the rights and
obligations of company and IT-1 Shipper thereunder, are subject
to all relevant and United States lawful statutes, rules,
regulations and orders of duly constituted authorities having
jurisdiction. Subject to the foregoing, this Agreement shall be
governed by and interpreted in accordance with the laws of the
State of Nebraska.
Article 10 - Exhibit A of IT-1 Transportation Agreement, Rate
Schedules and General Terms and Conditions
Company's Rate Schedules IT-1 and OT-1 and, unless otherwise
specified in such Rate Schedules, Company's 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 Agreement and are hereby incorporated in, and
made a part of this Agreement.
Northern Border Pipeline Company
FERC Gas Tariff Original Sheet Number 434
First Revised Volume No. 1
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year set forth above.
ATTEST: NORTHERN BORDER PIPELINE COMPANY
_____________________________ By:____________________________________
Title:___________________________________
ATTEST: (NAME OF IT-1 SHIPPER)
______________________________ By:____________________________________
Title:___________________________________
Northern Border Pipeline Company First Revised Sheet Number 435
FERC Gas Tariff Superseding
First Revised Volume No. 1 Original Sheet Number 435
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
EXHIBIT A (See Note 1)
COMPANY - Northern Border Pipeline Company
COMPANY'S ADDRESS - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
IT-1 SHIPPER -
IT-1 SHIPPER'S ADDRESS -
COMPANY (S) (END-USER) ULTIMATELY RECEIVING THE GAS -
Total Interruptible Receipt Quantity_______________ Dekatherm
Notes 2 & 3
Total Interruptible Delivery Quantity_______________ Dekatherm
This Exhibit A is made and entered into as of __________, 19____.
On the effective date, it shall supersede the Exhibit A dated as
of __________, 19____.
Effective Date of this Exhibit A is __________, 19____.
Note 1: Company's Master Exhibit A is hereby incorporated by
reference and made part of this Agreement.
Note 2: Nominations of gas volumes under Article 1 will be limited
to the lesser of Shipper's Total Interruptible Receipt
Quantity or the volumes specified at points of receipt on
Company's Master Exhibit A.
Northern Border Pipeline Company
FERC Gas Tariff First Revised Sheet Number 436
First Revised Volume No. 1 Superseding
Original Sheet Number 436
[COPY]
NORTHERN BORDER PIPELINE COMPANY
IT-1 TRANSPORTATION AGREEMENT
EXHIBIT A (Continued)
ATTEST: NORTHERN BORDER PIPELINE COMPANY
_____________________________ By: ____________________________________
Title: ___________________________________
ATTEST: (NAME OF IT-1 SHIPPER)
______________________________ By: ____________________________________
Title: ___________________________________