UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2008
UGI Utilities, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-1398 | 23-1174060 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 Kachel Boulevard, Suite 400, Green Hills Corporate Center, Reading, Pennsylvania |
19607 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 610 796-3400
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Transition Services Agreement.
On October 1, 2008, UGI Utilities, Inc. (the “Company”), a wholly owned subsidiary of UGI Corporation (“UGI”), entered into a Transition Services Agreement (the “Transition Agreement”) with PPL Corporation defining the terms under which PPL Corporation will provide certain services to the Company or its designated affiliates over the course of a transition period following the October 1, 2008 acquisition by the Company of all of the issued and outstanding stock of PPL Gas Utilities Corporation (now UGI Central Penn Gas, Inc. (“Central Penn”)) and its wholly owned subsidiary, Penn Fuel Propane, LLC.
A copy of the Transition Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The summary of the terms of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 49789
On November 20, 1995, Penn Fuel Gas, Inc. (“Penn Fuel Gas”), predecessor in interest to Central Penn, entered into a Service Agreement with Columbia Gas Transmission Corporation (“Columbia”) under Columbia’s FERC Rate Schedule FSS. The Service Agreement became effective on April 1, 1997 and continues for a primary term until October 31, 2012, and from year to year thereafter unless terminated by either party upon two years’ prior written notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service Agreement, Central Penn can inject into storage up to 235 Dth of natural gas per day, store up to a maximum quantity of 43,156 Dth of natural gas in Columbia storage facilities and withdraw up to 471 Dth per day of natural gas. The storage service is used to meet the peak consumption needs of Central Penn’s retail customers during the winter season.
Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference. The summary of the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 49791
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia’s FERC Rate Schedule FSS. The Service Agreement became effective on April 1, 1998 and continues for a primary term until October 31, 2013, and from year to year thereafter unless terminated by either party upon two years’ prior written notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service Agreement, Central Penn can inject into storage up to 59 Dth of natural gas per day, store up to a maximum quantity of 12,644 Dth of natural gas in Columbia storage facilities and withdraw up to 138 Dth per day of natural gas. The storage service is used to meet the peak consumption needs of Central Penn’s retail customers during the winter season.
Central Penn pays maximum tariff rates for FSS service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.3 hereto and is incorporated herein by reference. The summary of the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – FSS Service Agreement No. 80935
On October 29, 2004, PPL Gas Utilities Corporation, predecessor in interest to Central Penn, entered into a Service Agreement with Columbia under Columbia’s FERC Rate Schedule FSS. The Service Agreement became effective on April 1, 2005 and continues for a primary term until March 31, 2014. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term.
The Service Agreement provides Central Penn with firm natural gas storage service. Under the terms of the Service Agreement, Central Penn can inject into storage up to 5,358 Dth of natural gas per day, store up to a maximum quantity of 706,443 Dth of natural gas in Columbia storage facilities and withdraw up to 10,715 Dth per day of natural gas. The storage service is used to meet the peak consumption needs of Central Penn’s retail customers during the winter season.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the Service Agreement is filed as Exhibit 10.4 hereto and is incorporated herein by reference. The summary of the terms of the Service Agreement is qualified in its entirety by reference to the Service Agreement.
Columbia Gas Transmission – SST Service Agreement No. 49788
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia’s FERC Rate Schedule SST. The Service Agreement is tied to Central Penn’s FSS Service Agreement No. 49789. The Service Agreement became effective on April 1, 1997 and continues for a primary term until October 31, 2012 and from year to year thereafter unless terminated by either party upon two years’ prior written notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term. The FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection or withdrawal into storage under Central Penn’s FSS Service Agreement. Under the SST Service Agreement, Central Penn can ship up to 235 Dth per day of natural gas on Columbia for injection into storage between the months of April and October, and can ship up to 471 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to 471 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in advance. This “no-notice” capability of the SST Service Agreement provides balancing and swing flexibility to Central Penn’s distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.5 hereto and is incorporated herein by reference. The summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service Agreement.
Columbia Gas Transmission – SST Service Agreement No. 49790
On November 20, 1995, Penn Fuel Gas (now Central Penn) entered into a Service Agreement with Columbia under Columbia’s FERC Rate Schedule SST. The SST Service Agreement is tied to Central Penn’s FSS Service Agreement No. 49791. The Service Agreement became effective on April 1, 1998 and continues for a primary term until October 31, 2013 and from year to year thereafter unless terminated by either party upon two year’s prior written notice. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term. The FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection or withdrawal into storage under Central Penn’s FSS Service Agreement. Under the SST Service Agreement, Central Penn can ship up to 59 Dth per day of natural gas on Columbia for injection into storage between the months of April and October, and can ship up to 138 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to 138 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in advance. This “no-notice” capability of the SST Service Agreement provides balancing and swing flexibility to Central Penn’s distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.6 hereto and is incorporated herein by reference. The summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service Agreement.
Columbia Gas Transmission – SST Service Agreement No. 80934
On October 29, 2004, PPL Gas Utilities Corporation (now Central Penn) entered into a Service Agreement with Columbia under Columbia’s FERC Rate Schedule SST. The Service Agreement became effective on April 1, 2005 and continues for a primary term until March 31, 2014. The SST Service Agreement is tied to Central Penn’s FSS Service Agreement. Central Penn holds a right of first refusal under FERC regulations for extension of the Service Agreement upon expiration of the current term. The FSS and SST Service Agreements must be extended or renewed for like time periods.
The SST Service Agreement provides for the transportation of natural gas on the Columbia pipeline system, for injection or withdrawal into storage under Central Penn’s FSS Service Agreement. Under the SST Service Agreement, Central Penn can ship up to 5,358 Dth per day of natural gas on Columbia for injection into storage between the months of April and October, and can ship up to 10,715 Dth per day of natural gas storage withdrawals on Columbia for delivery to Central Penn between the months of November and March. The SST Service Agreement permits Central Penn to take deliveries of up to 10,715 Dth per day directly to the Central Penn distribution system without scheduling such deliveries with Columbia in advance. This “no-notice” capability of the SST Service Agreement provides balancing and swing flexibility to Central Penn’s distribution operations.
Central Penn pays maximum tariff rates for SST service from Columbia, which includes reservation and commodity charges, together with fuel retention and applicable surcharges. The rates for service are subject to change from time to time in accordance with FERC ratemaking procedures. The SST Service Agreement is subject to the general terms and conditions of Columbia’s FERC Gas Tariff.
A copy of the SST Service Agreement is filed as Exhibit 10.7 hereto and is incorporated herein by reference. The summary of the terms of the SST Service Agreement is qualified in its entirety by reference to the SST Service Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2008, UGI Utilities completed the acquisition of all of the issued and outstanding stock of PPL Gas Utilities Corporation, the natural gas utility of PPL Corporation and its wholly owned subsidiary, Penn Fuel Propane, LLC (“Penn Fuel Propane”), for approximately $303 million, including working capital of approximately $35.4 million (the “Acquisition”). The Acquisition was first announced by UGI on March 6, 2008.
The purchase price for the acquisition was funded by (i) a cash contribution from UGI in the amount of $120 million, (ii) approximately $75 million in borrowings under the Company’s revolving credit agreement, and (iii) proceeds from the issuance of $108 million principal amount of 6.375% Senior Notes due 2013 (“2013 Notes”). The 2013 Notes were issued on October 1, 2008 under an indenture dated as of August 1, 1993 between the Company and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association, as trustee, and a supplemental indenture dated as of October 1, 2008, between the Company and U.S. Bank National Association, as trustee.
Immediately following the closing of the Acquisition, Penn Fuel Propane sold its retail propane distribution assets to an affiliate, AmeriGas Propane, L.P., the operating partnership of AmeriGas Partners, L.P., for approximately $33.6 million, including working capital of approximately $1.6 million.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Audited Consolidated Financial Statements of PPL Gas Utilities Corporation and Subsidiaries for the Fiscal Year
Ended December 31, 2007 were previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated
September 22, 2008. The remaining financial statements required by this item are not included with this Current Report
on Form 8-K, but will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date
this Current
Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not included with this initial report. The required pro forma financial information will be filed by amendment as soon as practicable, but not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
10.1 Transition Services Agreement, dated October 1, 2008, by and between UGI Utilities, Inc. and PPL Corporation.
10.2 FSS Service Agreement No. 49789, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.3 FSS Service Agreement No. 49791, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.4 FSS Service Agreement No. 80935, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).
10.5 SST Service Agreement No. 49788, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.6 SST Service Agreement No. 49790, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.)
10.7 SST Service Agreement No. 80934, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UGI Utilities, Inc. | ||||
October 7, 2008
|
By: | /s/ Robert W. Krick | ||
| Name: Robert W. Krick | ||||
| Title: Assistant Treasurer | ||||
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
10.1
|
Transition Services Agreement, dated October 1, 2008, by and between UGI Utilities, Inc. and PPL Corporation. | |
10.2
|
FSS Service Agreement No. 49789, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.) | |
10.3
|
FSS Service Agreement No. 49791, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.) | |
10.4
|
FSS Service Agreement No. 80935, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation). | |
10.5
|
SST Service Agreement No. 49788, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.) | |
10.6
|
SST Service Agreement No. 49790, dated November 20, 1995, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to Penn Fuel Gas, Inc.) | |
10.7
|
SST Service Agreement No. 80934, dated October 29, 2004, by and between Columbia Gas Transmission Corporation and UGI Central Penn Gas, Inc. (as successor to PPL Gas Utilities Corporation). |
Exhibit
10.1
EXECUTION COPY
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of October 1, 2008 (the
“Effective Date”) and is entered into by and between PPL Corporation, a Pennsylvania corporation
(“Seller”), and UGI Utilities, Inc., a Pennsylvania corporation (“Buyer”), with reference to the
Stock Purchase Agreement, dated as of March 5, 2008, by and between Seller and Buyer (the “Purchase
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given
such terms in the Purchase Agreement. Both Seller and Buyer may be individually referred to herein
as a “Party” or collectively as the “Parties.”
WHEREAS, at the Closing, Buyer purchased the PPL Gas Utilities Shares from Seller (the
“Transaction”); and
WHEREAS, in order ensure an orderly transition in effecting the Transaction, Seller is willing
to provide to Buyer the transition services set forth on Schedule 1 hereto (the “Transition
Services”) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the
parties hereto agree as follows:
ARTICLE I
TRANSITION SERVICES
TRANSITION SERVICES
1.1 Transition Services. Seller shall provide, or cause to be provided by one of its
Affiliates, to Buyer (and/or the Companies) the Transition Services. Seller shall perform, or
cause to be performed, the Transition Services with the degree of care, skill and diligence with
which it performs or causes to be performed similar services for itself and its Affiliates, in each
case consistent with past practice and in accordance with applicable Law. During the Term (as
defined below), Seller shall consider in good faith any reasonable requests of Buyer for the
provision of additional transition services by Seller or its Affiliates, and to the extent Buyer
and Seller reach agreement on the provision of any such additional services, Buyer and Seller shall
(and shall cause their Affiliates to) cooperate to appropriately amend the terms of this Agreement.
1.2 Period Transition Services Will Be Provided. Transition Services shall be
provided beginning as of the Effective Date and shall continue through the expiration of the term
relating to each Transition Service as set forth in Schedule 1 hereto, unless (a) Buyer
terminates a particular Transition Service in accordance with the terms and conditions of this
Agreement, (b) otherwise mutually agreed by the Parties in writing or (c) this Agreement is
terminated pursuant to its terms at an earlier date.
1.3 Term. The term of this Agreement (the “Term”) shall commence as of the Effective
Date and shall continue until the expiration of the terms of all of the Transition Services as set
forth on Schedule 1 hereto (the “Expiration Date”), subject to earlier termination pursuant
to Article IV or written agreement otherwise by the Parties. The Term shall automatically
terminate at such time as all Transition Services have been terminated.
1.4 Contact Persons. Each Party shall appoint a person or persons for the purpose of
coordinating the provision of the Transition Services.
ARTICLE II
COMPENSATION FOR TRANSITION SERVICES
COMPENSATION FOR TRANSITION SERVICES
2.1 Fees. Except for the information to be provided by Seller to Buyer pursuant to
Section 6.16(b) of the Purchase Agreement (which shall be provided to Buyer at no cost to Buyer or
the Companies), as consideration for the Transition Services received, Buyer shall pay to Seller
for each Transition Service an amount equal to 125% of Seller’s cost of providing such Transition
Services (as allocated in accordance with the same methodologies used for such allocations by the
Companies and their Affiliates in accordance with past practice).
2.2 Payment Terms. Seller shall present Buyer with monthly invoices for the
Transition Services it provides. The format of such invoices shall include, without limitation, a
brief description of the applicable Transition Service, the billing period, applicable fees, and
such other information as Buyer may reasonably request to verify the amount and allocation of costs
for the Transition Services. Buyer shall pay the undisputed amount of the monthly invoiced amount
within thirty (30) days after the date Seller’s monthly invoice was received. If Buyer in good
faith disputes any portion of the amount due on any invoice, Buyer shall notify Seller in writing
of the nature and basis of the dispute as soon as commercially reasonably possible, but in all
events prior to thirty (30) days after Seller’s monthly invoice was received.
2.3 Audit Rights. Buyer shall have the right, at its expense, to conduct or cause to
be conducted a reasonable audit of the data, records or other pertinent information specifically
related to an ongoing dispute concerning the provision of Transition Services hereunder. Buyer
shall provide at least five Business Day’s advance notice of any such audit, and shall conduct such
audit during normal business hours and in such a manner so as to minimize disruptions to Seller and
its Affiliates. If Seller objects to the scope of any such audit requested, the Parties shall work
together, in good faith, to mutually reach agreement on the proper scope of such audit.
2.4 Dispute Resolution. If Buyer raises a dispute with respect to the charges under
this Agreement within the period set forth in Section 2.2, then Buyer and Seller shall negotiate in
good faith and attempt to resolve the dispute. Should such negotiations not result in an agreement
within 60 days after receipt by Seller of such written dispute from Buyer, then the matter shall be
submitted to the Independent Accounting Firm. The Independent Accounting Firm will deliver to
Buyer and Seller a written determination of the amounts payable under this Agreement with respect
to any such dispute (such determination to include a worksheet setting forth all material
calculations used in arriving at such determination and to be based solely on information provided
to the Independent Accounting Firm by Buyer and Seller) within 30 days of the submission of the
dispute to the Independent Accounting Firm, which determination will be final, binding and
conclusive on the Parties. All fees and expenses relating to the work, if any, to be performed by
the Independent Accounting Firm pursuant to this Section 2.4 will be allocated between Seller and
Buyer in inverse proportion as each shall prevail in respect of the dollar amount of disputed items
so submitted (as finally determined by the Independent Accounting Firm). Any payment for
previously disputed charges determined by the Independent Accounting Firm to be payable to Seller,
together with interest thereon at the rate of five percent
(5%) per annum from the thirtieth (30th) day after the applicable invoice was received by
Buyer through the date of payment, will be due and payable to Seller by wire transfer of
immediately available funds to such account or accounts as shall be specified by Seller within
three Business Days after such amounts are finally determined as provided in this Section
2.4.
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2.5 Cooperation; Information and Access. The Parties will cooperate in good faith in
all matters relating to the provision and receipt of the Transition Services. Without limiting the
generality of the foregoing, Buyer will provide Seller (and, as applicable, its Affiliates) in a
timely manner, with all information and access to facilities required or reasonably requested by
Seller (and, as applicable, its Affiliates) in connection with providing the Transition Services.
2.6 Additional Resources. In providing the Transition Services, Seller (and, as
applicable, its Affiliates) are not obligated to (i) hire any additional employees, (ii) maintain
the employment of any specific employee, or (iii) purchase, lease, or license any additional
equipment or materials. Seller may engage one or more subcontractors to provide all or any portion
of the Transition Services, provided that Seller remains directly responsible for its obligations
hereunder, including Seller’s obligation to perform the Transition Services with the degree of
care, skill and diligence with which it performs or causes to be performed similar services for
itself and its Affiliates, in each case consistent with past practice and in accordance with
applicable Law.
ARTICLE III
DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
3.1 Disclaimers. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE TRANSITION
SERVICES, ACCESS TO THE SELLER’S AND ITS AFFILIATES’ COMPUTER AND OTHER SYSTEMS ARE PROVIDED ON AN
“AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, CONDITIONS, GUARANTEES OR
REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED. EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.3(b),
SELLER’S AND ITS AFFILIATES’ SOLE AND EXCLUSIVE RESPONSIBILITY TO THE BUYER, THE COMPANIES AND
THEIR SUCCESSORS AND ASSIGNS FOR ERRORS OR OMISSIONS IN THE TRANSITION SERVICES SHALL BE TO FURNISH
CORRECT INFORMATION OR RE-PERFORM THE RELEVANT SERVICES AT NO ADDITIONAL COST OR EXPENSE UPON
NOTICE OF SUCH ERROR OR OMISSION FROM THE BUYER DURING THE TERM.
3.2 Limitation of Liability. NO PARTY NOR ANY STOCKHOLDER, OFFICER, DIRECTOR, AGENT,
OTHER REPRESENTATIVE, OR AFFILIATE THEREOF SHALL BE LIABLE TO ANY OTHER PARTY, ANY STOCKHOLDER,
OFFICER, DIRECTOR, AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF OR ANY OTHER THIRD PERSON FOR
ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, OR
LOSSES CALCULATED BY REFERENCE TO ANY MULTIPLE OF EARNINGS OR EARNINGS BEFORE INTEREST, TAX,
DEPRECIATION OR AMORTIZATION (OR ANY OTHER VALUATION METHODOLOGY) WHETHER BASED ON CONTRACT, TORT,
STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM
THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FOR ANY
MATTER RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE TRANSITION SERVICES,
WHETHER LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER FAULT FOR ANY MATTER
RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT IF A
PARTY IS HELD LIABLE TO A THIRD PARTY FOR ANY OF SUCH DAMAGES AND THE OTHER PARTY IS OBLIGATED TO
INDEMNIFY SUCH PARTY FOR THE MATTER THAT GAVE RISE TO SUCH DAMAGES, THEN SUCH INDEMNIFYING PARTY
SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE THE OTHER PARTY FOR, THE TOTAL AMOUNT OF SUCH
DAMAGES HOWSOEVER CHARACTERIZED.
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3.3 Indemnification.
(a) Buyer will indemnify, defend and hold harmless Seller and its stockholders, officers,
directors, agents, other representatives, and Affiliates (collectively, the “Seller Indemnitees”)
from any and all Damages suffered, paid or incurred by such Seller Indemnitees and arising out of
or resulting from any gross negligence or willful or intentional misconduct on the part of Buyer
(or the Companies, as applicable) under this Agreement.
(b) Seller will indemnify, defend and hold harmless Buyer and its stockholders, officers,
directors, agents, other representatives, and Affiliates (collectively, the “Buyer Indemnitees”;
and together with the Provider Indemnitees, the “Indemnitees”) from any and all Damages suffered,
paid or incurred by such Buyer Indemnitees and arising out of or resulting from any gross
negligence or willful or intentional misconduct on the part of Seller (or its Affiliates, as
applicable) under this Agreement.
(c) Except in the case of fraud, the exclusive remedy for any Party for monetary damages
arising from a breach of this Agreement shall be the indemnification provided under this Section
3.3.
ARTICLE IV
TERMINATION
TERMINATION
4.1 Termination of Transition Services and Agreement for Convenience. Buyer shall
have the right to terminate any Transition Service, in whole or in part, upon fifteen (15) days
prior written notice to Seller. If all Transition Services provided to Buyer shall have been
terminated under this provision prior to the Expiration Date, then this Agreement shall
automatically terminate.
4.2 Survival Upon Expiration or Termination. The provisions of Article III
(Disclaimers; Limitation of Liability; Indemnification), Article V (Notices and Demands) and
Article VI (Miscellaneous) shall survive the termination or expiration of this Agreement unless
otherwise agreed to in writing by both Parties; provided that, the provisions of Article II
(Compensation for Transition Services) shall survive such termination and Buyer shall remain
liable to Seller for all amounts payable thereunder in respect of Transition Services provided
prior to the effective date of such termination.
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4.3 Actions Upon Termination. Upon the termination of any Transition Service with
respect to which either Party (or its Affiliates) holds equipment, books, records, files or any
other documents or other property owned by the other Party (or any of its Affiliates), the Party in
possession of such property (including intellectual property) shall promptly return or deliver
(and will cause, as the case may be, any of its Affiliates to return or deliver) all such property
of the other Party (or its Affiliates). Each Party shall bear its and its Affiliates’ reasonable
costs and expenses associated with the return thereof. In addition, upon the termination of any of
the Transition Services which involved the compilation of data on Seller’s (or any of its
Affiliates’) computer systems, Seller will, and will cause its Affiliates’ to, use commercially
reasonable efforts to promptly deliver to Buyer on magnetic media in readable format mutually
acceptable to the Parties, which format will be capable of being read by a computer mutually
acceptable to the Parties, all data files maintained by Seller to the extent that they contain
information which is the property of Buyer (or any of its designees or Affiliates), together with
printed file descriptions sufficient to identify such data files and their contents and structure.
Seller will bear all of its reasonable costs and expenses associated with the provision and
delivery of such material.
ARTICLE V
NOTICES AND DEMANDS
NOTICES AND DEMANDS
5.1 Notices. All notices, requests and other communications hereunder shall be in
writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed,
addressed, or telefaxed:
(a) if to Buyer, to:
UGI Utilities, Inc.
460 North Gulph Road
King of Prussia, PA 19406
Attn: General Counsel
Facsimile: (610) 992-3258
460 North Gulph Road
King of Prussia, PA 19406
Attn: General Counsel
Facsimile: (610) 992-3258
with copies to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Attn: Howard L. Meyers
Facsimile: (215) 963-5001
1701 Market Street
Philadelphia, PA 19103
Attn: Howard L. Meyers
Facsimile: (215) 963-5001
and
UGI Utilities, Inc.
100 Kachel Blvd, Suite 400
Reading, PA 19607
Attn: John C. Barney, Senior Vice President and CFO
Facsimile: (610) 796-3606
100 Kachel Blvd, Suite 400
Reading, PA 19607
Attn: John C. Barney, Senior Vice President and CFO
Facsimile: (610) 796-3606
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(b) if to Seller, to:
PPL Corporation
Two North Ninth Street
Allentown, PA 18101
Attn: General Counsel
Facsimile: (610) 774-4455
Two North Ninth Street
Allentown, PA 18101
Attn: General Counsel
Facsimile: (610) 774-4455
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Mario A. Ponce
Fax: (212) 455-2502
425 Lexington Avenue
New York, New York 10017
Attention: Mario A. Ponce
Fax: (212) 455-2502
Each such notice, request or other communication shall be given (i) by mail (postage prepaid,
registered or certified mail, return receipt requested), (ii) by hand delivery, (iii) by nationally
recognized courier service or (iv) by telefax, receipt confirmed (with a confirmation copy to be
sent by first class mail; provided that the failure to send such confirmation copy shall
not prevent such telefax notice from being effective). Each such notice, request or communication
shall be effective (x) if mailed, three calendar days after mailing at the address specified in
this Section 5.1 (or in accordance with the latest unrevoked written direction from such Party),
(y) if delivered by hand or by internationally recognized courier service, when delivered at the
address specified in this Section 5.1 (or in accordance with the latest unrevoked written direction
from the receiving Party) and (z) if given by telefax, when such telefax is transmitted to the
telefax number specified in this Section 5.1 (or in accordance with the latest unrevoked written
direction from the receiving Party), and the appropriate confirmation is received; provided that
notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business
Day will be deemed to be effective on the next Business Day.
5.2 Change of Address. The address to which such notices, demands, requests,
elections or other communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to this Section.
ARTICLE VI
MISCELLANEOUS
MISCELLANEOUS
6.1 Relationship of the Parties. The Parties declare and agree that each Party is
engaged in a business that is independent from that of the other Party and Seller shall perform its
obligations as an independent contractor. It is expressly understood and agreed that nothing
contained herein is intended to create an agency relationship, or a partnership or joint venture.
Neither Party is an agent or employee of the other. Neither Party has authority to represent the
other Party as to any matters, except as authorized herein or in writing by the other Party from
time to time.
- 6 -
6.2 Employees. Seller shall be solely responsible for payment of compensation to its
employees and those of any of its Affiliates engaged in providing any Transition Services and for
any injury to them in the course of their employment. Seller shall assume full responsibility for
payment of all federal, state, and local taxes or contributions imposed or required under
unemployment insurance, social security, and income Tax Laws with respect to such persons.
6.3 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned by any of the Parties hereto without the prior written consent of the other
Party; provided that Buyer may transfer any of its rights and obligations under this
Agreement to an affiliated partnership or corporation so long as Buyer remains jointly and
severally obligated to satisfy all of Buyer’s obligations under the terms of this Agreement.
Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and
be enforceable by the Parties and their respective successors and permitted assigns. Any attempted
assignment in violation of the terms of this Section 6.3 shall be null and void, ab initio.
6.4 Confidentiality. Seller acknowledges that certain confidential, proprietary and
secret information of Buyer and the Companies may be shared or disclosed during the performance of
this Agreement and agrees that any such confidential, proprietary and secret information will be
subject to the confidentiality provisions described in Section 6.4(b) of the Purchase Agreement.
6.5 Works for Hire. Seller shall inform Buyerin writing, on or before the expiration
of the Term, of any inventions (including, without limitation, program code written to support
application interfaces, computer software, documentation, and other similar copyrightable works) or
any other intellectual property made, created or developed by Seller or its Affiliates solely for
the benefit of Buyer in connection with the provision of Transition Services, and agrees that any
such invention or other intellectual property shall be considered “works made for hire” under the
copyright laws of the United States (collectively “Works For Hire”). To the extent that any such
Works for Hire fail to qualify as “works made for hire” under the copyright laws of the United
States or any other jurisdiction, Seller hereby assigns each such Work for Hire and property and
all rights therein in any jurisdiction to Buyer. Whenever Seller is requested to do so by Buyer,
during or for up to one year after the expiration of the Term, Seller shall (or, as the case may
be, shall cause its Affiliates to) execute any assignments or other documents reasonably deemed
necessary by Buyer to confirm or effectuate full and exclusive ownership of Works for Hire in
Buyer, including, but not limited to, ownership of any moral rights under the copyright law of any
nation, or any other rights under the intellectual property laws of any nation.
6.6 Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a
suitable and equitable provision shall be substituted therefor in order to carry out, so far as may
be valid or enforceable, such provision and (b) the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other jurisdiction.
- 7 -
6.7 Third Party Beneficiaries. The terms and provisions of this Agreement are
intended solely for the benefit of the Parties and their respective successors or permitted
assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon
any other Person. Should any third party institute proceedings, this Agreement shall not provide
any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.
6.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the Laws of the State of New York without giving effect to any conflict or choice of law
provision that would result in the application of another state’s Law.
6.9 Executed in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall, taken together, be
considered one and the same agreement. Any facsimile or electronically transmitted copies hereof
or signature hereon shall, for all purposes, be deemed originals.
6.10 Construction. The headings and numbering of articles, sections and paragraphs in
this Agreement are for convenience only and shall not be construed to define or limit any of the
terms or affect the scope, meaning, or interpretation of this Agreement or the particular Article
or Section to which they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or caused its legal
representative to draft any of its provisions.
6.11 Entire Agreement. This Agreement, including all attachments, constitutes the
entire Agreement between the Parties with respect to the Transition Services, and supersedes all
prior oral or written agreements, representations, statements, negotiations, understandings,
proposals and undertakings, with respect to the Transition Services to be provided by Seller to
Buyer hereunder.
6.12 Amendments and Waivers. This Agreement may not be amended, supplemented or
modified except by an instrument in writing signed on behalf of Buyer and Seller. Any term or
condition of this Agreement may be waived at any time by the Party that is entitled to the benefit
thereof, but no such waiver shall be effective, unless set forth in a written instrument duly
executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of
any term or condition of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this Agreement on any future
occasion.
6.13 Remedies Cumulative. Unless otherwise provided for under this Agreement, all
rights of termination or cancellation, or other remedies set forth in this Agreement, are
cumulative and are not intended to be exclusive of other remedies to which the injured Party may be
entitled by Law or equity in case of any breach or threatened breach by the other Party of any
provision in this Agreement. Unless otherwise provided for under this Agreement, use of one or
more remedies shall not bar use of any other remedy for the purpose of enforcing any provision of
this Agreement. Each Party acknowledge and agree that money damages would not be a sufficient
remedy for any breach of this Agreement by it, and that in addition to all other remedies, the
other Party shall be entitled to specific performance and injunctive or other equitable relief as a
remedy for any such breach.
- 8 -
6.14 Taxes. Seller shall be solely responsible for the payment of any income taxes
due in connection with the provision of any Transition Service and the receipt of fees in return
therefor.
[Signature Page Follows]
- 9 -
IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be
executed by their duly authorized officers as of the date first written above.
| BUYER: UGI UTILITIES, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| SELLER: PPL CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
- Signature Page to Transition Services Agreement -
Schedule 1
Transition Services
Information Technology.
For a period of up to six months after the Closing, the provision of those services currently
provided by Seller to the Companies and required for the daily operation of the Companies, to
include, without limitation, access to Seller’s customer information system, use of personal
computers and other IT equipment, and use of any other operational systems currently maintained by
Seller. Without limiting the foregoing, Seller will provide or cause its Affiliates to provide to
Buyer (or its designated Affiliates) for a period of up to six months after the Closing Date the
detailed IT support and transition services set forth on Addendum A to this Schedule.
Rate Case Assistance.
Following Closing (but in no event beyond September 30, 2009), in addition to information to be
provided pursuant to Section 6.16(b) of the Purchase Agreement (which shall be provided at Seller’s
sole cost and expense), the provision of: (1) historical data, as applicable to the pre-Closing
period, which is reasonably required to prepare rate case filing for a rate case contemplated to be
filed in 2009; and (2) consultation regarding rate case information and Buyer’s preparation of rate
case filing schedules for the contemplated 2009 rate case filing and responses to subsequent
interrogatories related to such rate case filing.
Accounting Information.
For a period of up to six months after the Closing, the provision of: (1) access and use of any
systems or subsystems (and resulting data from such systems) to the extent Buyer does not have such
systems or subsystems in place to capture and create accounting data and (2) other accounting
services as mutually agreed between the Parties.
Addendum A
Description of IT Support and Transition Services
1. Workstation Support Services
| • | Existing workstations will be provided with the existing hardware platform to connect to
Seller’s restricted network, GUNet, to access GUNet services and Buyer’s network, UGINet,
to access UGINet services. |
||
| • | Seller will provide and support existing ACD, IVR and Voice Over Internet Protocol
(VoIP) equipment in the Lock Haven Contact Center for existing Customer Service
Representative (CSR) workstations until Buyer replaces such equipment |
||
| • | Break/fix support for GUNet workstations, per existing service level provided to the
Companies |
||
| • | New installations or hardware refreshments will not be supported. |
||
| • | Seller’s Help Center will provide: |
||
o Troubleshooting for supported hardware and software. o Usage support for supported desktop products only (e.g., MS Office). |
|||
| • | All GUNet-connected workstations and all associated peripherals will remain Seller’s
property after transition. GUNet-connected workstation software and licenses will remain
property of Seller and shall be provided to Buyer on an interim basis in accordance with
the terms of this Agreement.
|
||
| • | GUNet-connected workstations will be removed and replaced with Buyer’s workstations in
accordance with a mutually agreed upon replacement plan. |
2. Printers
| • | All printers currently utilized by the Companies will become the property of Buyer. |
||
| • | Network printers connected to GUNet will be supported by Seller, per existing service
level provided to the Companies. |
3. Network Support Services For GUNet-Connected Workstations Provided by Seller
| • | VPN connectivity will be provided connecting Seller’s restricted network, GUNet, to
access GUNet services and Buyer’s network, UGINet, to access UGINet services. |
||
| • | Internet access will be provided to GUNet-connected workstations. |
4. Messaging
| • | Seller will redirect emails to new email addresses designated by Buyer for 90 days after
the Closing Date. Buyer and the Companies’ employees may not use Seller’s email addresses
following the Closing Date. |
||
| • | Seller will provide email content (.PST’s) to Buyer as soon as reasonably practicable
following the Closing Date. |
||
| • | Buyer and its personnel may not use Seller’s voicemail addresses following the Closing
Date. |
||
| • | 800 numbers will be ported by Buyer after the Closing Date. .Buyer will be responsible
for any/all fees associated with the port of the numbers and on-going support costs. |
| • | Cellular phones and phone numbers used by the Companies and their respective employees
and currently maintained and paid for, in whole or in part, by Seller will be assigned to
Buyer’s designees. Buyer will be responsible for any/all fees associated with porting,
termination or similar fees associated with the phones arising at and after the Closing
Date. |
||
| • | Blackberry devices will remain property of Seller and will be returned to Seller on the
Closing Date. |
||
| • | Buyer will be responsible for contracting its own pager agreement. No pager services
will be provided to Buyer by Seller. Pager equipment will become property of Buyer on the
Closing Date. |
5. Server Support
| • | Access will be provided to the following applications and all corresponding data
required for the normal and ordinary course operations of Buyer while such data or
applications reside in Seller’s computing environment(s): ECIS, Avenir, Gas Facilities
Database (GFD), Gas Distribution System Monitoring (SCADA) System, Gas Choice, Gas Connect,
Metretek and Suburban Propane. |
||
| • | Physical servers and related peripheral equipment supporting the following applications:
ECIS, Avenir, Gas Facilities Database (GFD), Gas Distribution System Monitoring (SCADA)
System, Gas Choice, Gas Connect, Metretek and Suburban Propane become the property of
Buyer. All utilities on I series servers, required to support applications on these
servers, will become the property of Buyer. Except for the I series server utilities,
Seller will retain the right to purge each and every related server and peripheral device
of Seller-owned or licensed software related, but not limited, to operating systems, data
bases, telecommunication networks, confidential data, utilities, security applications,
performance monitoring tools, etc. |
||
| • | Escorted access will be provided by Seller to Buyer to access high-security areas in the
General Office datacenter, the Lehigh Service Center (LSC) datacenter or other Seller
facilities as may be necessary for Buyer to disconnect, remove and transport servers and
related peripheral equipment which will become Buyer’s property. |
6. Application Support Services
| • | Seller will host the following applications: ECIS, Avenir, Gas Facilities Database
(GFD), Gas Distribution System Monitoring (SCADA) System, Gas Choice, Gas Connect, Metretek
and Suburban Propane, including all utilities on I series servers, until such applications
are transitioned to Buyer’s computing environment. Buyer will make every reasonable effort
to transition all of these applications to its own computing environment as quickly as
reasonably feasible. Application support becomes the responsibility of Buyer on the
Closing Date. |
||
| • | Seller will provide data protection per existing standards until transition to Buyer’s
computing environment. |
7. Additional Support Services
| • | Seller will provide reasonable assistance, when requested by Buyer to assist Buyer with
installation, configuration, operation, troubleshooting, problem determination, testing and
problem resolution with computer processing applications and environments set forth in items
5 and 6. |
Exhibit
10.2
| SERVICE AGREEMENT NO. 49789 CONTROL NO. 1995-04-30 — 0023 |
FSS SERVICE AGREEMENT
THIS
AGREEMENT, made and entered into this 20th day of November, 1995,
by and between:
COLUMBIA GAS TRANSMISSION CORPORATION
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1. Service to be Rendered. Seller shall perform and Buyer shall receive the service
in accordance with the provisions of the effective FSS Rate Schedule and applicable General Terms
and Conditions of Seller’s FERC Gas Tariff, Second Revised Volume No. 1 (Tariff), on file with the
Federal Energy Regulatory Commission (Commission), as the same may be amended or superseded in
accordance with the rules and regulations of the Commission. Seller shall store quantities of gas
for Buyer up to but not exceeding Buyer’s Storage Contract Quantity as specified in Appendix A, as
the same may be amended from time to time by agreement between Buyer and Seller, or in accordance
with the rules and regulations of the Commission. Service hereunder shall be provided subject to
the provisions of Part 284.223 of Subpart G of the Commission’s regulations. Buyer warrants that
service hereunder is being provided on behalf of BUYER.
Section 2. Term. Service under this Agreement shall commence as of APRIL 01,
1997, or upon
completion of facilities and shall continue in full force and effect until OCTOBER 31, 2012, and
from YEAR-to-YEAR thereafter unless terminated by either party upon 2
YEARS’ written notice to the
other prior to the end of the initial term granted or any anniversary date thereafter. Pre-granted
abandonment shall apply upon termination of this Agreement, subject to any right of first refusal
Buyer may have under the Commission’s regulations and Seller’s Tariff.
Section 3. Rates. Buyer shall pay the charges and furnish the Retainage percentage set
forth in the above-referenced Rate Schedule and specified in Seller’s currently effective Tariff,
unless otherwise agreed to by the parties in writing and specified as an amendment to this Service
Agreement.
Section 4. Notices. Notices to Seller under this Agreement shall be addressed to it at Post Office
Box 1273, Charleston, West Virginia 25325-1273, Attention: Manager — Agreements Administration and
notices to Buyer shall be addressed to it at:
PENN
FUEL GAS, INC.
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
until changed by either party by written notice.
| SERVICE AGREEMENT NO. 49789 CONTROL NO. 1995-04-30 — 0023 |
FSS SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the
effective date hereof, the following Service Agreements: N/A.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ Stephen M. Warnick
|
|||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. Control No. 1995-04-30 — 0023 |
Appendix A
to Service Agreement No. 49789
Under Rate Schedule fss
Under Rate Schedule fss
Between (Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
| GFNT / | THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT TO A PRECEDENT
AGREEMENT BETWEEN BUYER AND SELLER DATED MAY 18, 1995. |
| Revision No. Control No. 1995-04-30 — 0023 |
Appendix A to Service Agreement No. 49789
Under Rate Schedule fss
Under Rate Schedule fss
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
Storage Contract Quantity |
43,156 | Dth | ||
Maximum Daily Storage Quantity
|
471 | Dth per day |
CANCELLATION OF PREVIOUS APPENDIX A
Service changes pursuant to this Appendix A shall become effective as of APRIL 01, 1997. This
Appendix A shall cancel and supersede the previous Appendix A effective as of N/A, to the Service
Agreement referenced above. With the exception of this Appendix A, all other terms and conditions
of said Service Agreement shall remain in full force and effect.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ Stephen M. Warnick
|
|||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
[STAMP]
| Revision No. 1 Control No. 2004-03-15 — 0004 |
Appendix A to Service Agreement No. 49789
Under Rate Schedule FSS
Under Rate Schedule FSS
Between (Transporter) Columbia Gas Transmission Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
Storage Contract Quantity |
43,156 | Dth | ||
Maximum Daily Storage Quantity
|
471 | Dth per day |
CANCELLATION OF PREVIOUS APPENDIX A
o Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a
Regulatory Restructuring Reduction Option pursuant to Section 42
of the General Terms and
Conditions of Transporter’s FERC Gas Tariff.
o Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent
to the right of first refusal set forth from time to time in Section 4 of the General Terms and
Conditions of Transporter’s FERC Gas Tariff.
Service pursuant to this Appendix A, Revision No. 1 shall be effective from November 1, 2012
through March 31, 2013.
þ Yes o No (Check applicable blank) This Appendix A, Revision No. 1 shall cancel and supersede the
Previous Appendix A, Revision No. 0 effective as of April 1, 1997, to the Service Agreement
referenced above.
With
the exception of this Appendix A, Revision No. 1 all other terms and conditions of said
Service Agreement shall remain in full force and effect.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President PPL Gas Utilities | |||
Date:
|
10/21/04 | |||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Exhibit
10.3
| SERVICE AGREEMENT NO. 49791 | ||
| CONTROL NO. 1995-04-30 — 0078 |
FSS SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this 20th day of November, 1995, by and between:
COLUMBIA GAS TRANSMISSION CORPORATION
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1. Service to be Rendered. Seller shall perform and Buyer shall receive the
service in accordance with the provisions of the effective FSS Rate Schedule and applicable
General Terms and Conditions of Seller’s FERC Gas Tariff, Second Revised Volume No. 1 (Tariff),
on file with the Federal Energy Regulatory Commission (Commission), as the same may be amended
or superseded in accordance with the rules and regulations of the Commission. Seller shall store
quantities of gas for Buyer up to but not exceeding Buyer’s Storage Contract Quantity as
specified in Appendix A, as the same may be amended from time to time by agreement between Buyer
and Seller, or in accordance with the rules and regulations of the Commission. Service hereunder
shall be provided subject to the provisions of Part 284.223 of Subpart G of the Commission’s
regulations. Buyer warrants that service hereunder is being provided
on behalf of BUYER.
Section 2.
Term. Service under this Agreement shall commence as of APRIL 01, 1998, or
upon completion of facilities and shall continue in full force and effect until OCTOBER 31,
2013, and from YEAR-to-YEAR thereafter unless terminated by either party upon 2 YEARS’ written
notice to the other prior to the end of the initial term granted or any anniversary date
thereafter. Pre-granted abandonment shall apply upon termination of this Agreement, subject to
any right of first refusal Buyer may have under the Commission’s regulations and Seller’s
Tariff.
Section 3. Rates. Buyer shall pay the charges and furnish the Retainage percentage set
forth in the above-referenced Rate Schedule and specified in Seller’s currently effective
Tariff, unless otherwise agreed to by the parties in writing and specified as an amendment to
this Service Agreement.
Section 4. Notices. Notices to Seller under this Agreement shall be addressed to it at
Post Office Box 1273, Charleston, West Virginia 25325-1273, Attention:
Manager - Agreements
Administration and notices to Buyer shall be addressed to it at:
PENN FUEL GAS, INC.
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
until changed by either party by written notice.
SERVICE AGREEMENT NO. 49791
CONTROL NO. 1995-04-30 — 0078
CONTROL NO. 1995-04-30 — 0078
FSS SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the
effective date hereof, the following Service Agreements: N/A.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ Stephen M. Warnick
|
|||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. | ||
| Control No. 1995-04-30 — 0078 |
Appendix A to Service Agreement No. 49791
Under Rate Schedule fss
Between (Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
| GFNT / | THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT TO A PRECEDENT
AGREEMENT BETWEEN BUYER AND SELLER DATED MAY 18, 1995. |
| Revision No. | ||
| Control No. 1995-04-30 — 0078 |
Appendix A to Service Agreement No. 49791
Under Rate Schedule fss
Under Rate Schedule fss
Between (Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
Storage Contract Quantity
|
12,644 | Dth | ||||
Maximum Daily Storage Quantity
|
138 | Dth per day |
CANCELLATION OF PREVIOUS APPENDIX A
Service
changes pursuant to this Appendix A shall become effective as of APRIL 01, 1998. This
Appendix A shall cancel and supersede the previous Appendix A effective as of N/A, to the
Service Agreement referenced above. With the exception of this Appendix A, all other terms
and conditions of said Service Agreement shall remain in full force
and effect.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By:
|
/s/ Stephen M. Warnick
|
|||
Name:
|
Stephen M. Warnick | |||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. 1 | ||
| Control No. 2004-03-15 — 0005 |
Appendix A
to Service Agreement No. 49791
Under Rate Schedule FSS
Under Rate Schedule FSS
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
and (Shipper)
|
PPL Gas Utilities Corporation |
Storage Contract Quantity
|
12,644 | Dth | ||
Maximum Daily Storage Quantity
|
138 | Dth per day |
CANCELLATION OF PREVIOUS APPENDIX A
o
Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory
Restructuring Reduction Option pursuant to Section 42 of the General Terms and Conditions of
Transporter’s FERC Gas Tariff.
o
Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal
equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of
Transporter’s FERC Gas Tariff.
Service pursuant to this Appendix A, Revision No. 1 shall be effective from November 1, 2013
through March 31, 2014.
þ
Yes o No (Check applicable
blank) This Appendix A, Revision No. 1 shall cancel and supersede the
Previous Appendix A, Revision No. 0 effective as of April 1, 1998, to the Service Agreement
referenced above.
With
the exception of this Appendix A, Revision No. 1 all other terms and conditions of said
Service Agreement shall remain in full force and effect.
| PPL Gas Utilities Corporation | ||||||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||||||
Title:
|
President PPL Gas Utilities | |||||||
Date:
|
10/21/04 | |||||||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Exhibit
10.4
SERVICE AGREEMENT NO. 80935
CONTROL NO. 2004-05-27 — 0021
CONTROL NO. 2004-05-27 — 0021
FSS SERVICE AGREEMENT
THIS
AGREEMENT, made and entered into this
29th day
of October, 2004, by and
between:
Columbia Gas Transmission Corporation
(“Transporter”)
AND
PPL Gas Utilities Corporation
(“Shipper”)
(“Transporter”)
AND
PPL Gas Utilities Corporation
(“Shipper”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive
service in accordance with the provisions of the effective FSS Rate Schedule and applicable
General Terms and Conditions of Transporter’s FERC Gas Tariff, Second Revised Volume No. 1
(Tariff), on file with the Federal Energy Regulatory Commission. (Commission), as the same may be
amended or superseded in accordance with the rules and regulations of the Commission. Transporter
shall store quantities of gas for Shipper up to but not exceeding Shipper’s Storage Contract
Quantity as specified in Appendix A, as the same may be amended from time to time by agreement
between Shipper and Transporter, or in accordance with the rules and
regulations of the Commission.
Service hereunder shall be provided subject to the provisions of
Part 284.223 of Subpart Gof the
Commission’s regulations. Shipper warrants that service hereunder is being provided on behalf of
Shipper.
Section 2.
Term. Service under this Agreement shall commence as of April 1, 2005, and
shall continue in full force and effect until March 31, 2014. Pre-granted abandonment shall
apply upon termination of this Agreement, subject to any right of first refusal Shipper may have
under the Commission’s regulations and Transporter’s Tariff.
Section 3. Rates. Shipper shall pay Transporter the charges and furnish the Retainage as
described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in
writing and specified as an amendment to this Service Agreement. Transporter may agree to discount
its rate to Shipper below Transporter’s maximum rate, but not
less than Transporter’s minimum rate.
Such discounted rate may apply to: a) specified quantities (contract demand or commodity
quantities); b) specified quantities above or below a certain level or all quantities if quantities
exceed a certain level; c) quantities during specified time periods; d) quantities at specified
points, locations, or other defined geographical areas; and e) that a specified discounted rate
will apply in a specified relationship to the quantities actually transported (i.e., that the
reservation charge will be adjusted in a specified relationship to quantities actually
transported). In addition, the discount agreement may include a provision that if one rate
component which was at or below the applicable maximum rate at the time the discount agreement
was executed subsequently exceeds the applicable maximum rate due to a change in Transporter’s
maximum rate so that such rate component must be adjusted downward to equal the new applicable
maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate,
so long as none of the resulting rate components exceed the maximum rate applicable to that rate
component. Such changes to rate components shall be applied prospectively, commencing with the date
a Commission order accepts revised tariff sheets. However, nothing contained herein shall be
construed to alter a refund obligation under applicable law for any period during which rates
which had been charged under a discount agreement exceeded rates which ultimately are found to be
just and reasonable.
SERVICE AGREEMENT NO. 80935
CONTROL NO. 2004-05-27 — 0021
CONTROL NO. 2004-05-27 — 0021
FSS SERVICE AGREEMENT
Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it
at Post Office Box 1273, Charleston, West Virginia 25325-1273, Attention: Manager — Customer
Services and notices to Shipper shall be addressed to it at:
PPL Gas Utilities Corporation
Theresa Sassman, GENPL7
Natural Gas Support
2 North Ninth Street
Allentown, PA 18101-1179
ATTN: Joe Cammarano
Theresa Sassman, GENPL7
Natural Gas Support
2 North Ninth Street
Allentown, PA 18101-1179
ATTN: Joe Cammarano
until changed by either party by written notice.
SERVICE AGREEMENT NO. 80935
CONTROL NO. 2004-05-27 — 0021
CONTROL NO. 2004-05-27 — 0021
FSS SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the
effective date hereof, the following Service Agreements: N/A.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President | |||
Date:
|
|
|||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
[STAMP]
Revision No.
Control No. 2004-05-27 — 0021
Control No. 2004-05-27 — 0021
Appendix A
to Service Agreement No. 80935
Under Rate Schedule FSS
Under Rate Schedule FSS
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
and (Shipper) |
PPL Gas Utilities Corporation |
Storage Contract Quantity
|
706,443 | Dth | ||
Maximum Daily Storage Quantity
|
10,715 | Dth per day |
CANCELLATION OF PREVIOUS APPENDIX A
o
Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a
Regulatory Restructuring Reduction Option pursuant to Section 42 of the General Terms and
Conditions of Transporter’s FERC Gas Tariff.
o
Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal
equivalent to the right of first refusal set forth from time to time in Section 4 of the General
Terms and Conditions of Transporter’s FERC Gas Tariff.
Service
pursuant to this Appendix A, Revision No. shall be effective from April 1, 2005 through
March 31, 2014.
o
Yes þ No (Check applicable blank) This Appendix A, Revision No. 0 shall cancel and
supersede the Previous Appendix A, Revision No. N/A effective as of N/A, to the Service Agreement
referenced above.
With
the exception of this Appendix A, Revision No. 0 all other terms and conditions of said
Service Agreement shall remain in full force and effect.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President | |||
Date:
|
|
|||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Exhibit
10.5
| SERVICE
AGREEMENT NO. 49788 CONTROL NO. 1995-04-30 — 0022 |
SST SERVICE AGREEMENT
THIS
AGREEMENT, made and entered into this 20th day of
November,
1995, by and between:
COLUMBIA GAS TRANSMISSION CORPORATION
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1.
Service to be Rendered. Seller shall perform and Buyer shall receive
service in accordance with the provisions of the effective SST Rate Schedule and applicable
General Terms and Conditions of Seller’s FERC Gas Tariff, Second Revised Volume No. 1
(Tariff), on file with the Federal Energy Regulatory Commission (Commission), as the same may
be amended or superseded in accordance with the rules and regulations of the Commission. The
maximum obligation of Seller to deliver gas hereunder to or for Buyer, the designation of the
points of delivery at which Seller shall deliver or cause gas to be delivered to or for
Buyer, and the points of receipt at which Buyer shall deliver or cause gas to be delivered,
are specified in Appendix A, as the same may be amended from time to time by agreement
between Buyer and Seller, or in accordance with the rules and regulations of the Commission.
Service hereunder shall be provided subject to the provisions of Part 284.223 of Subpart G of
the Commission’s regulations. Buyer warrants that service hereunder is being provided on
behalf of BUYER.
Section 2.
Term. Service under this Agreement shall commence as of NOVEMBER 01,
1997, or upon completion of facilities and shall continue in full force and effect until
OCTOBER 31, 2012, and from YEAR-to-YEAR thereafter unless terminated by
either party upon 2 YEARS’ written notice to the other prior to the end of the initial term granted or any anniversary
date thereafter. Pre-granted abandonment shall apply upon termination of this Agreement,
subject to any right of first refusal Buyer may have under the Commission’s regulations and
Seller’s Tariff.
Section
3.
Rates. Buyer shall pay Seller the charges and furnish Retainage as described
in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing
and specified as an amendment to this Service Agreement.
Section 4.
Notices. Notices to Seller under this Agreement shall be addressed to it
at Post Office Box 1273. Charleston, West Virginia 25325-1273. Attention: Manager — Agreements
Administration and notices to Buyer shall be addressed to it at:
PENN
FUEL GAS, INC.
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
until
changed by either party by written notice.
| SERVICE
AGREEMENT NO. 49788 CONTROL NO. 1995-04-30 — 0022 |
SST SERVICE AGREEMENT
Section 5.
Superseded Agreements. This Service Agreement supersedes and cancels, as of
the effective date hereof, the following Service Agreements: N/A.
| PENN FUEL GAS INC | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ Stephen M. Warnick
|
|||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0022 |
Appendix A to Service Agreement No.
49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
October through
March Transportation Demand |
471 | Dth/day | ||
April through September Transportation Demand
|
235 | Dth/day |
Primary Receipt Points
| Scheduling | Scheduling | Maximum Daily | ||||
| Point No. | Point Name | Quantity (Dth/Day) | ||||
STOW |
STORAGE WITHDRAWALS | 471 | ||||
| Revision No. Control No. 1995-04-[ILLEGIBLE] — 0022 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
Primary Delivery Points
| Maximum S1/ | ||||||||||||||||||||||||
| Delivery | ||||||||||||||||||||||||
| Maximum Daily | Pressure | |||||||||||||||||||||||
| Scheduling | Scheduling | Measuring | Measuring | Delivery Obligation | Obligation | |||||||||||||||||||
| Point No. | Point Name | Point No. | Footnotes | Point Name | (Dth/Day) | (PSIG) | ||||||||||||||||||
56 |
PENN FUEL OP-04 | 600017 | OXFORD NORTH | 471 | 75 | |||||||||||||||||||
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0022 |
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
| S1 | / | IF A MAXIMUM PRESSURE IS NOT SPECIFICALLY STATED, THEN SELLER’S OBLIGATION SHALL BE
AS STATED IN SECTION 13 (DELIVERY PRESSURE) OF THE GENERAL TERMS AND CONDITIONS. |
| GFNT | / | THIS SERVICE AGREEMENT AND
ITS EFFECTIVENESS ARE SUBJECT TO A PRECEDENT AGREEMENT BETWEEN BUYER AND SELLER DATED MAY
18, 1995. |
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN
SELLER AND BUYER, SELLER’S AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY OTHER
SERVICE AGREEMENT BETWEEN SELLER AND BUYER, AT THE STATIONS LISTED
ABOVE SHALL NOT EXCEED THE MDDO
QUANTITIES SET FORTH ABOVE FOR EACH STATION. ANY STATION SPECIFIC MDDOS IN A SEPARATE FIRM SERVICE
AGREEMENT BETWEEN SELLER AND BUYER SHALL BE ADDITIVE TO THE INDIVIDUAL STATION MDDOS SET FORTH
ABOVE.
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0022 |
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and
Conditions of Seller’s Tariff is incorporated herein by reference for the purposes
of listing valid secondary receipt and delivery points.
Service changes pursuant to this Appendix A shall become effective as of NOVEMBER 01,
1997, or upon completion of facilities. This Appendix A shall
cancel and supersede the previous Appendix A effective as
of N/A, to the Service
Agreement referenced above. With the exception of this
Appendix A, all other terms and conditions of said Service Agreement shall remain in full
force and effect.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ Terry H. Hunt
|
|||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ Stephen M. Warnick
|
|||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0031 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
October through March Transportation Demand
|
471 | Dth/day | ||
April through September Transportation Demand
|
235 | Dth/day |
Primary Receipt Points
| Scheduling | Scheduling | Maximum Daily | ||||
| Point No. | Point Name | Quantity (Dth/Day) | ||||
| STOW | STORAGE WITHDRAWALS |
471 | ||||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0031 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
Primary Delivery Points
| Maximum S1/ | ||||||||||||||||||
| Delivery | ||||||||||||||||||
| Maximum Daily | Pressure | |||||||||||||||||
| Scheduling | Scheduling | Measuring | Measuring | Delivery Obligation | Obligation | |||||||||||||
| Point No. | Point Name | Point No. | Footnote | Point Name | (Dth/Day) | (PSIG) | ||||||||||||
56-29 |
PENN FUEL OP 04-29 | 600017 | MT. VERNON | 471 | 75 | |||||||||||||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0031 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
S1
|
/ | IF A MAXIMUM PRESSURE IS NOT SPECIFICALLY STATED, THEN TRANSPORTER’S OBLIGATION SHALL BE
AS STATED IN SECTION 13 (DELIVERY PRESSURE) OF THE GENERAL TERMS AND CONDITIONS. |
||
GFNT
|
/ | THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT TO A PRECEDENT AGREEMENT
BETWEEN BUYER AND SELLER DATED MAY 18, 1995. |
||
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN
SELLER AND BUYER, SELLER’S AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY
OTHER SERVICE AGREEMENT BETWEEN SELLER AND BUYER, AT THE STATIONS LISTED ABOVE SHALL NOT
EXCEED THE MDDO QUANTITIES SET FORTH ABOVE FOR EACH STATION. ANY STATION SPECIFIC MDDOS IN
A SEPARATE FIRM SERVICE AGREEMENT BETWEEN SELLER AND BUYER SHALL BE ADDITIVE TO THE
INDIVIDUAL STATION MDDOS SET FORTH ABOVE. |
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0031 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule sst
Under Rate Schedule sst
Between (Transporter) columbia
gas transmission
corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions
of Transporter’s Tariff is incorporated herein by reference for the purposes of listing valid
secondary receipt and delivery points.
Service
changes pursuant to this Appendix A shall become effective as of NOVEMBER 01,
1999, or upon completion of facilities. This Appendix A shall cancel and supersede the previous
Appendix A effective as of OCTOBER 01, 1999, to the Service Agreement referenced above.
With the exception of this Appendix A, all other terms and conditions of said Service Agreement
shall remain in full force and effect.
| PENN FUEL GAS, INC. | ||||
By: Name: |
/s/ John F. Sipics
|
|||
Title:
|
President | |||
Date:
|
10/26/99 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By: Name: |
/s/ G. Todd Lilly
|
|||
Title:
|
Manager — Commercial Services | |||
Date:
|
October 13, 1999 | |||
| Revision
No. 2 Control No. 2004-03-15 — 0011 |
||
Appendix A to Service Agreement No. 49788
Under Rate Schedule SST
Under Rate Schedule SST
Between
(Transporter) Columbia Gas Transmission
Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
The Master list of Interconnects (MLl) as defined in Section 1 of the General Terms and
Conditions of Transporter’s Tariff is incorporated herein by reference for purposes of listing
valid secondary receipt and delivery points.
o
Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a
Regulatory Restructuring Reduction Option pursuant to Section 42 of the General Terms and
Conditions of Transporter’s FERC Gas Tariff.
o Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal
equivalent to the right of first refusal set forth from time to time in Section 4 of the
General Terms and Conditions of Transporter’s FERC Gas Tariff.
Service
pursuant to this Appendix A, Revision No. 2 shall be effective November 1, 2012 through
March 31, 2013.
þ Yes o No (Check applicable blank) This Appendix A, Revision No. 2 shall cancel and supersede
the Previous Appendix A, Revision No. 1 effective as of November 1, 1999, to the Service
Agreement referenced above.
þ Yes o No (Check applicable blank) All Gas shall be delivered at existing points of
interconnection within the MDDO’s, and/or ADQ’s, and/or
DDQ’s, as applicable, set forth in
Transporter’s currently effective Rate Schedule SST Appendix A, Revision No. 2 with Shipper,
which for such points set forth are incorporated herein by reference.
With the exception of this Appendix A, Revision No. 2 all other terms and conditions of said
Service Agreement shall remain in full force and effect.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President PPL Gas Utilities | |||
Date:
|
10/21/04 | |||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Exhibit
10.6
| SERVICE AGREEMENT NO. 49790 | ||
| CONTROL NO. 1995-04-30 — 0081 |
SST SERVICE AGREEMENT
THIS
AGREEMENT, made and entered into this 20th day of November, 1995, by and
between:
COLUMBIA GAS TRANSMISSION CORPORATION
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
(“SELLER”)
AND
PENN FUEL GAS, INC.
(“BUYER”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
Section 1. Service to be Rendered. Seller shall perform and Buyer shall receive
service in accordance with the provisions of the effective SST Rate Schedule and applicable
General Terms and Conditions of Seller’s FERC Gas Tariff, Second Revised Volume No. 1
(Tariff), on file with the Federal Energy Regulatory Commission (Commission), as the same may
be amended or superseded in accordance with the rules and regulations of the Commission. The
maximum obligation of Seller to deliver gas hereunder to or for Buyer, the designation of the
points of delivery at which Seller shall deliver or cause gas to be delivered to or for Buyer,
and the points of receipt at which Buyer shall deliver or cause gas to be delivered, are
specified in Appendix A, as the same may be amended from time to time by agreement between
Buyer and Seller, or in accordance with the rules and regulations of the Commission. Service
hereunder shall be provided subject to the provisions of Part 284.223 of Subpart G of the
Commission’s regulations. Buyer warrants that service hereunder is being provided on behalf of
BUYER.
Section 2. Term. Service under this
Agreement shall commence as of NOVEMBER 01, 1998,
or upon completion of facilities and shall continue in full force and effect until OCTOBER 31,
2013, and from YEAR-to-YEAR thereafter unless terminated by either party upon 2 YEARS’
written notice to the other prior to the end of the initial term granted or any anniversary
date thereafter. Pre-granted abandonment shall apply upon termination of this Agreement,
subject to any right of first refusal Buyer may have under the Commission’s regulations and
Seller’s Tariff.
Section 3. Rates. Buyer shall pay Seller the charges and furnish Retainage as
described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in
writing and specified as an amendment to this Service Agreement.
Section 4. Notices. Notices to Seller under this Agreement shall be addressed to it
at Post Office Box 1273, Charleston, West Virginia 25325-1273, Attention: Manager —
Agreements Administration and notices to Buyer shall be addressed to it at:
PENN
FUEL GAS, INC.
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
ATTN: VP GAS SUPPLY
55 SOUTH 3RD STREET
OXFORD, PA 19363
until changed by either party by written notice.
| SERVICE AGREEMENT NO. 49790 | ||
| CONTROL NO. 1995-04-30 — 0081 |
SST SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of
the effective date hereof, the following Service Agreements: N/A.
| PENN FUEL GAS, INC. | ||||
By:
|
/s/ Terry H. Hunt | |||
Name:
|
Terry H. Hunt | |||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By:
|
/s/ Stephen M. Warnick | |||
Name:
|
Stephen M. Warnick | |||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0081 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
October through March Transportation Demand |
138 | Dth/day | ||||||
April through September Transportation Demand |
69 | Dth/day | ||||||
Primary Receipt Points
| Scheduling | Scheduling | Maximum Daily | ||||
| Point No. | Point Name | Quantity (Dth/Day) | ||||
STOW |
STORAGE WITHDRAWALS | 138 | ||||
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0081 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
Primary Delivery Points
| Maximum S1/ | ||||||||||||||||||||
| Delivery | ||||||||||||||||||||
| Maximum Daily | Pressure | |||||||||||||||||||
| Scheduling | Scheduling | Measuring | Measuring | Delivery Obligation | Obligation | |||||||||||||||
| Point No. | Point Name | Point No. | Footnote | Point Name | (Dth/Day) | (PSIG) | ||||||||||||||
56 |
PENN FUEL OP-04 | 600016 | OXFORD SOUTH | 138 | 75 | |||||||||||||||
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0081 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
S1
|
/ | IF A MAXIMUM PRESSURE IS NOT SPECIFICALLY STATED, THEN SELLER’S
OBLIGATION SHALL BE AS STATED IN SECTION 13 (DELIVERY PRESSURE) OF
THE GENERAL TERMS AND CONDITIONS. |
||
GFNT
|
/ | THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT TO A
PRECEDENT AGREEMENT BETWEEN BUYER AND SELLER DATED MAY 18, 1995. |
||
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE FIRM
SERVICE AGREEMENT BETWEEN SELLER AND BUYER, SELLER’S AGGREGATE
MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY OTHER SERVICE
AGREEMENT BETWEEN SELLER AND BUYER, AT THE STATIONS LISTED ABOVE
SHALL NOT EXCEED THE MDDO QUANTITIES SET FORTH ABOVE FOR EACH
STATION. ANY STATION SPECIFIC MDDOS IN A SEPARATE FIRM SERVICE
AGREEMENT BETWEEN SELLER AND BUYER SHALL BE ADDITIVE TO THE
INDIVIDUAL STATION MDDOS SET FORTH ABOVE. |
| Revision No. | ||
| Control No. 1995-04-[ILLEGIBLE] — 0081 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Seller) columbia gas transmission corporation
and (Buyer) penn fuel gas, inc.
and (Buyer) penn fuel gas, inc.
The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions
of Seller’s Tariff is incorporated herein by reference for the purposes of listing valid secondary
receipt and delivery points.
Service
changes pursuant to this Appendix A shall become effective as of NOVEMBER 01,
1998, or upon completion of facilities. This Appendix A shall
cancel and supersede the previous Appendix A effective as of N/A, to the Service Agreement
referenced above. With the exception of this
Appendix A, all other terms and conditions of said Service Agreement shall remain in full force and
effect.
| PENN FUEL GAS, INC. | ||||
By:
|
/s/ Terry H. Hunt | |||
Name:
|
Terry H. Hunt | |||
Title:
|
President and CEO | |||
Date:
|
November 14, 1995 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By:
|
/s/ Stephen M. Warnick | |||
Name:
|
Stephen M. Warnick | |||
Title:
|
Vice President | |||
Date:
|
November 20, 1995 | |||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0032 |
||
Appendix A
to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
Transportation Demand
|
138 | Dth/day |
Primary Receipt Points
| Scheduling | Scheduling | Maximum Daily | ||||
| Point No. | Point Name | Quantity (Dth/Day) | ||||
STOW |
STORAGE WITHDRAWALS | 138 | ||||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0032 |
||
Appendix A
to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
Primary
Delivery Points
| Maximum S1/ | ||||||||||||||||||||
| Delivery | ||||||||||||||||||||
| Maximum Daily | Pressure | |||||||||||||||||||
| Scheduling | Scheduling | Measuring | Measuring | Delivery Obligation | Obligation | |||||||||||||||
| Point No. | Point Name | Point No. | Footnote | Point Name | (Dth/Day) | (PSIG) | ||||||||||||||
56-29 |
PENN FUEL OP 04-29 | 600016 | PINE GROVE | 138 | 75 | |||||||||||||||
| Revision No. 1 Control No. 1999-[ILLEGIBLE] — 0032 |
||
Appendix A
to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between
(Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
| S1 | / | IF A MAXIMUM PRESSURE IS NOT SPECIFICALLY STATED, THEN SELLER’S OBLIGATION
SHALL BE AS STATED IN SECTION 13 (DELIVERY PRESSURE) OF THE GENERAL TERMS AND
CONDITIONS. |
| GFNT | / | THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT TO A
PRECEDENT AGREEMENT BETWEEN BUYER AND SELLER DATED MAY 18, 1995. |
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN SELLER AND
BUYER, SELLER’S AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY OTHER SERVICE
AGREEMENT BETWEEN SELLER AND BUYER, AT THE STATIONS LISTED ABOVE SHALL NOT EXCEED THE MDDO
QUANTITIES SET FORTH ABOVE FOR EACH STATION. ANY STATION SPECIFIC MDDOS IN A SEPARATE FIRM SERVICE
AGREEMENT BETWEEN SELLER AND BUYER SHALL BE ADDITIVE TO THE INDIVIDUAL STATION MDDOS SET FORTH
ABOVE. |
| Revision No. 1 | ||
| Control No. 1999-[ILLEGIBLE] — 0032 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule sst
Under Rate Schedule sst
Between (Transporter) columbia gas transmission corporation
and (Shipper) penn fuel gas, inc.
and (Shipper) penn fuel gas, inc.
The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions
of Transporter’s Tariff is incorporated herein by reference for the purposes of listing valid
secondary receipt and delivery points.
Service
changes pursuant to this Appendix A shall become effective as of
NOVEMBER 01,
1999, or upon completion of facilities. This Appendix A shall cancel and supersede the previous
Appendix A effective as of
OCTOBER 01, 1999, to the Service Agreement referenced above.
With the exception of this Appendix A, all other terms and conditions of said Service Agreement
shall remain in full force and effect.
| PENN FUEL GAS, INC. | ||||
By:
|
/s/ John F. Sipics | |||
Name:
|
John F. Sipics |
|||
Title:
|
President | |||
Date:
|
10/26/96 | |||
| COLUMBIA GAS TRANSMISSION CORPORATION | ||||
By:
|
/s/ G. Todd Lilly | |||
Name:
|
G. Todd Lilly |
|||
Title:
|
Manager — Commercial Services | |||
Date:
|
October 13, 1999 | |||
| Revision No. 2 | ||
| Control No. 2004-03-15 — 0012 |
Appendix A to Service Agreement No. 49790
Under Rate Schedule SST
Under Rate Schedule SST
Between (Transporter) Columbia Gas Transmission Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
The Master list of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions
of Transporter’s Tariff is incorporated herein by reference for purposes of listing valid secondary
receipt and delivery points.
o Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a
Regulatory Restructuring Reduction Option pursuant
to Section 42 of the General Terms and Conditions of Transporter’s FERC Gas Tariff.
o Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to
the right of first refusal set forth from time to time in Section 4 of the General Terms and
Conditions of Transporter’s FERC Gas Tariff.
Service pursuant to this Appendix A, Revision No. 2 shall be effective November 1, 2013 through
March 31, 2014.
þ Yes o No (Check applicable blank) This Appendix A, Revision No. 2 shall cancel and supersede the
Previous Appendix A, Revision No. 1
effective as of November 1, 1999, to the Service Agreement referenced above.
þ Yes o No (Check applicable blank) All Gas shall be delivered at existing points of interconnection
within the MDDO’s, and/or ADQ’s, and/or
DDQ’s, as applicable, set forth in Transporter’s currently effective Rate Schedule SST Appendix A,
Revision No. 2 with Shipper, which for such points set forth are incorporated herein by reference.
With the exception of this Appendix A, Revision No. 2 all other terms and conditions of said
Service Agreement shall remain in full force and effect.
| PPL Gas Utilities Corporation | ||||
By:
|
/s/ Robert M. Geneczko | [SEAL] | ||
Name:
|
Robert M. Geneczko | |||
Title:
|
President PPL Gas Utilities | |||
Date:
|
10/21/04 | |||
| Columbia Gas Transmission Corporation | ||||
By:
|
/s/ T. N. Brasselle | |||
Name:
|
T. N. Brasselle | |||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Exhibit
10.7
SERVICE AGREEMENT NO. 80934
CONTROL NO. 2004-05-28 — 0001
CONTROL NO. 2004-05-28 — 0001
SST SERVICE AGREEMENT
THIS
AGREEMENT, made and entered into this
29th day
of October, 2004, by and
between:
Columbia Gas Transmission Corporation
(“Transporter”)
AND
PPL Gas Utilities Corporation
(“Shipper”)
(“Transporter”)
AND
PPL Gas Utilities Corporation
(“Shipper”)
WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1.
Service to be Rendered. Transporter shall perform and Shipper shall receive
service in accordance with the provisions of the effective SST Rate Schedule and applicable General
Terms and Conditions of Transporter’s FERC Gas Tariff, Second Revised Volume No. 1 (Tariff), on
file with the Federal Energy Regulatory Commission (Commission), as the same may be amended or
superseded in accordance with the rules and regulations of the Commission. The maximum obligation
of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of
delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the
points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in
Appendix A, as the same may be amended from time to time by agreement between Shipper and
Transporter, or in accordance with the rules and regulations of the Commission. Service hereunder
shall be provided subject to the provisions of Part 284. 223 of Subpart G of the Commission’s
regulations. Shipper warrants that service hereunder is being provided on behalf of Shipper.
Section 2. Term. Service under this Agreement shall commence as of April 1, 2005, and shall
continue in full force and effect until March 31, 2014. Pre-granted abandonment shall apply upon
termination of this Agreement, subject to any right of first refusal Shipper may have under the
Commission’s regulations and Transporter’s Tariff.
Section 3. Rates. Shipper shall pay Transporter the charges and furnish Retainage as
described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in
writing and specified as an amendment to this Service Agreement. Transporter may agree to
discount its rate to Shipper below Transporter’s maximum rate, but not less than Transporter’s
minimum rate. Such discounted rate may apply to: a) specified quantities (contract demand or
commodity quantities); b) specified quantities above or below a
certain level or all quantities if
quantities exceed a certain level; c) quantities during specified time periods; d) quantities at
specified points, locations, or other defined geographical areas; and e) that a specified
discounted rate will apply in a specified relationship to the quantities actually transported
(i.e., that the reservation charge will be adjusted in a specified relationship to quantities
actually transported). In addition, the discount agreement may include a provision that if one
rate component which was at or below the applicable maximum rate at the time the discount
agreement was executed subsequently exceeds the applicable maximum rate due to a change in
Transporter’s maximum rate so that such rate component must be adjusted downward to equal the new
applicable maximum rate, then other rate components may be adjusted upward to achieve the agreed
overall rate, so long as none of the resulting rate components exceed the maximum rate applicable
to that rate component. Such changes to rate components shall be applied prospectively,
commencing with the date a Commission order accepts revised tariff sheets. However, nothing
contained herein shall be construed to alter a refund obligation under applicable law for any
period during which rates had been charged under a discount agreement exceeded rates which
ultimately are found to be just and reasonable.
SERVICE AGREEMENT NO. 80934
CONTROL NO. 2004- 05-28 — 0001
CONTROL NO. 2004- 05-28 — 0001
SST SERVICE AGREEMENT
Section 4. Notices. Notices to Transporter under this Agreement shall be addressed
to it at Post Office Box 1273, Charleston, West Virginia 25325-1273, Attention: Manager — Customer
Services and notices to Shipper shall be addressed to it at:
PPL Gas Utilities Corporation
Theresa Sassman, GENPL7
Natural Gas Support
2 North Ninth Street
Allentown, PA 18101-1179
ATTN: Joe Cammarano
Theresa Sassman, GENPL7
Natural Gas Support
2 North Ninth Street
Allentown, PA 18101-1179
ATTN: Joe Cammarano
until changed by either party by written notice.
SERVICE AGREEMENT NO. 80934
CONTROL NO. 2004-05-28 — 0001
CONTROL NO. 2004-05-28 — 0001
SST SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the
effective date hereof, the following Service Agreements: N/A.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President | |||
Date: |
||||
|
|
||||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||
Revision No.
Control No. 2004-05-28 — 0001
Control No. 2004-05-28 — 0001
Appendix A to Service Agreement No. 80934
Under Rate Schedule SST
Under Rate Schedule SST
Between (Transporter) Columbia Gas Transmission Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
October through March Transportation Demand
|
10,715 | Dth/day | ||
April through September Transportation Demand
|
5,358 | Dth/day |
Primary Receipt Points
| Maximum Daily | ||||||||
| Scheduling | Scheduling Point | Quantity | ||||||
| Point No. | Name | (Dth/Day) | ||||||
STOW |
STORAGE STOW WITHDRAWALS | 10,715 | ||||||
Revision No.
Control No. 2004-05-28 — 0001
Control No. 2004-05-28 — 0001
Appendix A
to Service Agreement No. 80934
Under Rate Schedule SST
Under Rate Schedule SST
Between (Transporter) Columbia Gas Transmission Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
Primary
Delivery Points
| Minimum | ||||||||||||||||||||||
| Maximum | Delivery | |||||||||||||||||||||
| Daily Delivery | Design Daily | Pressure | ||||||||||||||||||||
| Scheduling | Scheduling Point | Measuring | Measuring Point | Obligation | Quantity | Aggregate | Obligation (psig) | Hourly Flowrate | ||||||||||||||
| Point No. | Name | Point No. | Name | (Dth/Day) 1/ | (Dth/Day) 1/ | Daily Quantity 1/ | 1/ | (Dth/hour) 1/ | ||||||||||||||
56W
|
PENN FUEL OP-08-36 |
600004 | PPL-Clearfield | 3,893 | 150 | |||||||||||||||||
56-25
|
PENN FUEL OP 04-25 |
600007 | EMMITSBURG | 2,563 | FN02 | 75 | ||||||||||||||||
56-21
|
PENN FUEL OP 04-21 |
600014 | BANGOR | 12,216 | FN01 | 300 | ||||||||||||||||
56-29
|
PENN FUEL OP 04-29 |
600016 | PINE GROVE | 1,774 | FN02 | 75 | ||||||||||||||||
56-29
|
PENN FUEL OP 04-29 |
600017 | MT. VERNON | 774 | FN02 | 75 | ||||||||||||||||
56-21
|
PENN FUEL OP 04-21 |
600024 | DELAWARE WATER GAP | 2,000 | FN01 | 125 | ||||||||||||||||
56-21
|
PENN FUEL OP 04-21 |
600025 | STOUDSBURG NORTH | 4,897 | FN01 | 125 | ||||||||||||||||
56W
|
PENN FUEL OP-08-36 |
600026 | Counties Gas&Fuel | 834 | 100 | |||||||||||||||||
56W
|
PENN FUEL OP-08-36 |
600027 | Curwensville | 1,390 | 150 | |||||||||||||||||
56-25
|
PENN FUEL OP 04-25 |
600050 | PFG-GlenFumey | 1,083 | FN02 | 50 | ||||||||||||||||
56-25
|
PENN FUEL OP 04-25 |
600051 | WAYNESBORO | 3,449 | FN02 | 50 | ||||||||||||||||
56W
|
PENN FUEL OP-08-36 |
600074 | RENOVO PENN FUEL | 649 | 100 | |||||||||||||||||
C23
|
PENNSBURG-23 | 631929 | PENNSBURG (74-000577) |
4,741 | FN01 | |||||||||||||||||
C22
|
EAGLE-25 | 632170 | EAGLE C.S. (74-000011) |
4,741 | FN01 | |||||||||||||||||
56-29
|
PENN FUEL OP 04-29 |
633513 | SPRING VALLEY | 1,000 | FN02 | 300 | ||||||||||||||||
Revision No.
Control No. 2004-05-28 — 0001
Control No. 2004-05-28 — 0001
Appendix A
to Service Agreement No. 80934
Under Rate Schedule SST
Under Rate Schedule SST
Between (Transporter) Columbia Gas Transmission Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
1/
|
Application of MDDOs, DDQs, and ADQs and/or minimum pressure and/or hourly flowrate shall be as
follows: |
|
FN01
|
THIS METER IS
IN THE BANGOR-STROUDSBURG AGGREGATE AREA AND THE EASTERN MARKET
AGGREGATE AREA. |
|
FN02
|
THIS METER IS IN THE EASTERN MARKET AGGREGATE AREA. | |
| The following notes apply to all scheduling points on this contract: | ||
GFN1
|
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN SELLER AND
BUYER, SELLER’S AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY OTHER SERVICE
AGREEMENT BETWEEN SELLER AND BUYER, AT THE STATIONS LISTED ABOVE SHALL NOT EXCEED THE MDDO
QUANTITIES SET FORTH ABOVE FOR EACH STATION. IN ADDITION, SELLER SHALL NOT BE OBLIGATED ON ANY DAY
TO DELIVER MORE THAN THE AGGREGATE DAILY QUANTITIES (ADQ) LISTED BELOW IN THE AGGREGATE AREAS LISTED
BELOW. THE STATIONS FOOTNOTED ABOVE WITH A 1 OR 2 ARE IN THE AGGREGATE AREAS SET FORTH IN GREATER
DETAIL BELOW. ANY STATION SPECIFIC MDDOS IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN SELLER AND
BUYER SHALL BE ADDITIVE BOTH TO THE INDIVIDUAL STATION MDDOS SET FORTH HEREIN AND TO ANY APPLICABLE
AGGREGATE DAILY QUANTITY SET FORTH BELOW. THE MARKET AREA IN WHICH EACH STATION IS LOCATED IS
POSTED ON SELLER’S EBB AND INCORPORATED HEREIN BY
REFERENCE. |
| FOOTNOTE | AGGREGATE | |||||
| NUMBER | AGGREGATE AREA NAME | DAILY QUANTITY | ||||
| 1 | BANGOR- STROUDSBURG AGGREGATE AREA |
12,216 DTH/D | ||||
| 1+2 | ADQ FOR AGGREGATE AREA FOOTNOTE
NUMBERS 1 AND 2 |
19,757 DTH/D | ||||
DELIVERIES
TO BUYER AT PENNSBURG AND EAGLE ARE MADE VIA
TEXAS EASTERN BACKOFF OF SELLERS RECEIPTS.
DELIVERIES AT STATIONS IN MARKET AREA 36, OLEAN, ARE CONTINGENT UPON BUYER OBTAINING GAS
SUPPLIES AND ARRANGING FOR DELIVERY OF SUCH GAS SUPPLIES TO THIS
MARKET AREA. SELLER’S
OBLIGATION TO DELIVER GAS ON ANY DAY SHALL BE LIMITED TO THE
QUANTITIES ACTUALLY RECEIVED
FOR BUYER’S ACCOUNT TO THIS MARKET AREA.
Revision No.
Control No. 2004-05-28 — 0001
Control No. 2004-05-28 — 0001
Appendix A
to Service Agreement No. 80934
Under Rate Schedule SST
Under Rate Schedule SST
Between
(Transporter) Columbia Gas Transmission
Corporation
and (Shipper) PPL Gas Utilities Corporation
and (Shipper) PPL Gas Utilities Corporation
The Master list of Interconnects (MLI) as defined in Section 1 of the General Terms and
Conditions of Transporter’s Tariff is incorporated herein by reference for purposes of listing
valid secondary receipt and delivery points.
o Yes þ No (Check applicable blank) Transporter and Shipper have mutually agreed to a
Regulatory Restructuring Reduction Option pursuant
to Section 42 of the General Terms and Conditions of Transporter’s FERC Gas Tariff.
o Yes þ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent
to the right of first refusal set forth from time to
time in Section 4 of the General Terms and Conditions of Transporter’s FERC Gas Tariff.
Service
pursuant to this Appendix A, Revision No. 0 shall be effective April 1, 2005 through March
31, 2014.
o Yes þ No (Check applicable blank) This Appendix A, Revision No. 0 shall cancel and supersede
the Previous Appendix A, Revision No.
effective as of , 20 , to the Service Agreement referenced above.
o Yes þ No (Check applicable blank) All Gas shall be delivered at existing points of
interconnection within the MDDO’s, and/or ADQ’s, and/or
DDQ’s, as applicable, set forth in Transporter’s currently effective Rate Schedule Appendix A, Revision No. 0 with Shipper, which for such
points set forth are incorporated herein by reference.
With the exception of this Appendix A, Revision No. 0 all other terms and conditions of said
Service Agreement shall remain in full force and
effect.
| PPL Gas Utilities Corporation | ||||
By: Name: |
/s/ Robert M. Geneczko
|
[SEAL] | ||
Title:
|
President | |||
Date:
|
|
|||
| Columbia Gas Transmission Corporation | ||||
By: Name: |
/s/ T. N. Brasselle
|
|||
Title:
|
MGR Customer Services | |||
Date:
|
NOV 05 2004 | |||