Amendment No. 1 to Firm Transportation Service Agreement between Texas Eastern Transmission, LP and UGI Utilities, Inc.

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Summary

This agreement is between Texas Eastern Transmission, LP and UGI Utilities, Inc. It amends and extends a previous contract for firm transportation of natural gas under Rate Schedule FT-1. Texas Eastern agrees to transport specified daily quantities of natural gas for UGI Utilities, with defined delivery and receipt points. The agreement sets a term ending October 31, 2008, with automatic yearly renewals unless terminated with one year’s notice. Payment terms, rights of first refusal, and other conditions are governed by the pipeline’s FERC Gas Tariff and related documents.

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EX-10.33 5 w69393exv10w33.txt AMENDMENT NO. 1 TO THE FIRM TRANSPORTATION SERVICE AGREEMENT EXHIBIT 10.33 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this day of____, 20_______, by and between TEXAS EASTERN TRANSMISSION,LP a Delaware Limited Partnership (herein called "Pipeline") and UGI UTILITIES, INC. (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, Customer and Pipeline are currently parties to an, executed service agreement dated November 1, 2001, under Pipeline's Rate Schedule FT-1 (Pipeline's Contract No. 800394R4); and WHEREAS, Customer and Pipeline desire to enter into this Service Agreement to supersede and extend Pipeline's currently effective Contract No. 800394R4; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties do covenant and agree as follows: ARTICLE I SCOPE OF AGREEMENT Subject to the terms, conditions and limitations hereof, of Pipeline's Rate Schedule FT-1, and of the General Terms and Conditions, transportation service hereunder will be firm. Subject to the terms, conditions and limitations hereof and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for Customer's account quantities of natural gas up to the following quantity: Maximum Daily Quantity (MDQ) 32,475 dth Pipeline shall receive for Customer's account: at those points on Pipeline's system as specified in Article IV herein or available to Customer pursuant to Section 14 of the General Terms and Conditions (hereinafter referred to as Point(s) of Receipt) for transportation hereunder daily quantities of gas up to Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver for Customer's account, at those points on Pipeline's system as specified in Article IV herein or available to Customer pursuant to Section 14 of the General Terms and Conditions (hereinafter referred to as Point(s) of Delivery), such daily quantities tendered up to such Customer's MDQ. Pipeline shall not be obligated to, but may at its discretion, receive at any Point of Receipt on any day a quantity of gas in excess of the applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall not receive in the aggregate at all Points of Receipt on any day a quantity of gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall 1 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 (Continued) not be obligated to, but may at its discretion, deliver at any Point of Delivery on any day a quantity of gas in excess of the applicable Maximum Daily Delivery Obligation (MDDO), but shall not deliver in the aggregate at all Points of Delivery on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall deliver within the Access Area under this and all other service agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational Segment Capacity Entitlements, excluding those operational Segment Capacity Entitlements scheduled to meet Customer's MDQ, for Customer's account, as requested on any day. ARTICLE II TERM OF AGREEMENT The term of this Service Agreement shall commence on the effective date as set forth above and shall continue in force and effect until October 31, 2008, and year to year thereafter unless this Service Agreement is terminated as hereinafter provided. This Service Agreement may be terminated by either Pipeline or Customer upon one (1) year prior written notice to the other specifying a termination date of October 31, 2008, or any October 31 thereafter. Subject to Section 22 of Pipeline's General Terms and Conditions and without prejudice to such rights, this Service Agreement may be terminated at any time by Pipeline in the event Customer fails to pay part or all of the amount of any bill for service hereunder and such failure continues for thirty (30) days after payment is due; provided, Pipeline gives thirty (30) days prior written notice to Customer of such termination and provided further such termination shall not be effective if, prior to the date of termination, Customer either pays such outstanding bill or furnishes a good and sufficient surety bond guaranteeing payment to Pipeline of such outstanding bill. IF THIS SERVICE AGREEMENT QUALIFIES AS A "ROFR AGREEMENT" AS DEFINED IN THE GENERAL TERMS AND CONDITIONS OF PIPELINE'S FERC GAS TARIFF, THE PROVISION OF A TERMINATION NOTICE BY EITHER CUSTOMER OR PIPELINE, PURSUANT TO ARTICLE II, A NOTICE OF PARTIAL REDUCTION IN MDQ PURSUANT TO ARTICLE I OR THE EXPIRATION OF THIS SERVICE AGREEMENT OF ITS OWN TERMS TRIGGERS CUSTOMER'S RIGHTS OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS OF PIPELINE'S FERC GAS TARIFF. Any portions of this Service Agreement necessary to correct or cash-out imbalances under this Service Agreement as required by the General Terms and Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other parts of this Service Agreement until such time as such balancing has been accomplished. 2 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 (Continued) ARTICLE III RATE SCHEDULE This Service Agreement in all respects shall be and remain subject to the applicable provisions of Rate Schedule FT-1 and of the General Terms and Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy Regulatory Commission, all of which are by this reference made a part hereof. Customer shall pay pipeline, for all services rendered hereunder and for the availability of such service in the period stated, the applicable prices established under Pipeline's Rate Schedule FT-1 as filed with the Federal- Energy Regulatory Commission, and as same, may hereafter be legally amended or superseded. Customer agrees that Pipeline shall have the unilateral right to file with the appropriate regulatory authority and make changes effective in (a) the rates and charges applicable to service pursuant to Pipeline's Rate Schedule FT-1, (b) Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that Pipeline shall have the unilateral right without the consent of Customer subsequent to the execution of this Service Agreement and Pipeline shall not have the right during the effectiveness of this Service Agreement to make any filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified in Article I, to change the term of the agreement as specified in Article II, to change Point (s) of Receipt specified in Article IV, to change the Point(s) of Delivery specified in Article IV, or to change the firm character of the service hereunder. Pipeline agrees that Customer may protest or contest the aforementioned filings, and Customer does not waive any rights it may have with respect to such filings. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B of the executed service agreement. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C are hereby incorporated as part of this Service Agreement for all intents and purposes as if fully copied and set forth herein at length. 3 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 (Continued) ARTICLE V QUALITY All natural gas tendered to Pipeline for Customer's account shall conform to the quality specifications set forth in Section 5 of Pipeline's General Terms and Conditions. Customer agrees that in the event Customer tenders for service hereunder and Pipeline agrees to accept natural gas which does not comply with Pipeline's quality specifications, as expressly provided for in Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all costs associated with processing of such gas as necessary to comply with such quality specifications. Customer shall execute or cause its supplier to execute, if such supplier has retained processing rights to the gas delivered to Customer, the appropriate agreements prior to the commencement of service for the transportation and processing of any liquefiable hydrocarbons and any PVR quantities associated with the processing of gas received by Pipeline at the Point(s) of Receipt under such Customer's service agreement. In addition, subject to the execution of appropriate agreements, Pipeline is willing to transport liquids associated with the gas produced and tendered for transportation hereunder. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Service Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or regular mail to the post office address of the parties hereto, as the case may be, as follows: (a) Pipeline: TEXAS EASTERN TRANSMISSION, LP 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: UGI UTILITIES, INC. 100 Kachel Blvd., Suite 400 Reading, PA 19612 or such other address as either party shall designate by formal written notice. 4 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 (Continued) ARTICLE VII ASSIGNMENTS Any Company which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of Customer, or of Pipeline, as the case may be, shall be entitled to the rights and shall be subject to the obligations of its predecessor in title under this Service Agreement; and either Customer or Pipeline may assign or pledge this Service Agreement under the provisions of any mortgage, deed of trust, indenture, bank credit agreement, assignment, receivable sale, or similar instrument which it has executed or may execute hereafter; otherwise, neither Customer nor Pipeline shall assign this Service Agreement or any of its rights hereunder unless it first shall have obtained the consent thereto in writing of the other; provided further, however, that neither Customer nor Pipeline shall be released from its obligations hereunder without the consent of the other. In addition, Customer may assign its rights to capacity pursuant to Section 3.14 of the General Terms and Conditions. To the extent Customer so desires, when it releases capacity pursuant to Section 3.14 of the General Terms and Conditions, Customer may require privity between Customer and the Replacement Customer, as further provided in the applicable Capacity Release Umbrella Agreement. ARTICLE VIII INTERPRETATION The interpretation and performance of this Service Agreement shall be in accordance with the laws of the State of Texas without recourse to the law governing conflict of laws. This Service Agreement and the obligations of the parties are subject to all present and future valid laws with respect to the subject matter, State and Federal, and to all valid present and future orders, rules, and regulations of duly constituted authorities having jurisdiction. ARTICLE IX CANCELLATION OF PRIOR CONTRACT(S) This Service Agreement supersedes and cancels, as of the effective date of this Service Agreement, the contract(s) between the parties hereto as described below: service agreement dated November 1, 2001, between Pipeline and Customer under Pipeline's Rate Schedule FT-1 (Pipeline's Contract No. 800394R4). 5 Contract #: 800394R5 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 (Continued) IN WITNESS WHEREOF, the parties hereto have caused, this Service Agreement to be signed by their respective Presidents, Vice Presidents or other duly authorized agents and their respective corporate seals to be hereto affixed and attested by their respective Secretaries or Assistant Secretaries; the day and year first above written. TEXAS EASTERN TRANSMISSION, LP by its general partner Duke Energy Gas Transmission Services, LLC By: ________________________________________ ATTEST: _______________________________ UGI UTILITIES, INC. By: ________________________________________ David W. Trego President & CEO UGI Utilities, Inc. ATTEST: _______________________________ 6 Contract #: 800394R5 EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED __________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION, LP ("Pipeline"), AND UGI UTILITIES, INC. ("Customer"), DATED___________: (1) Customer's firm Point(s) of Receipt:
Maximum Daily Receipt Obligation (plus Point of Applicable Shrinkage) Measurement Receipt Description (dth) Responsibilities Owner Operator* - ------- ----------- ----- ---------------- ----- -------- 71200 CHEVRON - VENICE, LA PLAQUEMINES PA., LA 13,050 CHEVRON USA CHEVRON USA VGS P/L 71750 COLUMBIA GULF - ST. LANDRY PA., LA ST LANDRY 19,425 COLUMBIA GULF COLUMBIA GULF COLUMBIA GULF PA., LA 70011 COLUMBIA GAS - EAGLE, PA CHESTER CO., PA 0 TX EAST TRAN TX EAST TRAN COLUMBIA TRAN 75577 COLUMBIA GAS - PENNSBURG, PA BUCKS CO., PA 0 TX EAST TRAN COLUMBIA GAS COLUMBIA GAS
*Confirming Party (2) Customer shall have Pipeline's Master Receipt Point List ("MRPL"). Customer hereby agrees that Pipeline's MRPL as revised and published by Pipeline from time to time is incorporated herein by reference. Customer hereby agrees to comply with the Receipt Pressure obligation as set forth in Section 6 of Pipeline's General Terms and Conditions at such Point (s) of Receipt. A-1 Contract #: 800394R5 EXHIBIT A, TRANSPORTATION PATHS, continued UGI UTILITIES, INC.
Transportation Transportation Path Path Quantity (Dth/D) M1 to M3 32,475
SIGNED FOR IDENTIFICATION PIPELINE: /s/ ---------------------------------- CUSTOMER: /s/ ---------------------------------- SUPERSEDES EXHIBIT A DATED: November 1, 2001 A-2 Contract #: 800394R5 EXHIBIT B, POINT(S) OF DELIVERY, DATED ___________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION, LP ("Pipeline"), AND UGI UTILITIES, INC. ("Customer"), DATED___________:
Maximum Daily Point of Delivery Measurement Receipt Description Obligation (dth) Delivery Pressure Obligation Responsibilities Owner Operator* ------- ----------- ---------------- ---------------------------- ---------------- ----- --------- 1. 70011 COLUMBIA GAS - EAGLE, PA 32,475 dth AS PROVIDED IN SECTION 6 OF THE TX EAST TX EAST TRAN COLUMBIA GAS CHESTER CO., PA during the GENERAL TERMS AND CONDITIONS TRAN period April OF PIPELINE'S FERC GAS TARIF 16 through November 15 of each year - otherwise 28,192 dth 2. 70069 UGI UTILITIES - COLUMBIA, 5,190 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES PA LANCASTER CO., PA OPERATOR BUT NOT MORE THAN 450 TRAN POUNDS PER SQUARE INCH GAUGE 3. 70070 UGI UTILITIES - 32,475 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UG UTILITIES LANCASTER, PA OPERATOR, BUT NOT MORE THAN 450 TRAN LANCASTER CO., PA POUNDS PER SQUARE INCH GAUGE 4. 70321 UGI UTILITIES - LEBANON, 17,000 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UG UTILITIES PA LEBANON CO., PA OPERATOR, BUT NOT MORE THAN 450 TRAN POUNDS PER SQUARE INCH GAUGE 5. 70322 UGI UTILITIES - READING, 32,475 FOR NON-LNG DELIVERIES, AT THE TX EAST TX EAST TRAN UGI UTILITIES PA BERKS CO., PA PRESSURE REQUESTED BY TRAN OPERATOR, BUT NOT MORE THAN 450 POUNDS PER SQUARE INCH GAUGE. FOR LNG DELIVERIES AT THE PRESSURE AT WHICH PIPELINE REQUIRES TO OPERATE, BUT NOT LESS THAN 700 POUNDS PER SQUARE INCH GAUGE 6. 70486 UGI UTILITIES - 6,500 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES WOMELSDORF, PA BERKS OPERATOR, BUT NOT MORE THAN 450 TRAN CO., PA POUNDS PER SQUARE INCH GAUGE
B-1 Contract #: 800394R5 EXHIBIT B, POINT(S) OF DELIVERY (Continued) UGI UTILITIES, INC.
Maximum Daily Point of Delivery Measurement Receipt Description Obligation (dth) Delivery Pressure Obligation Responsibilities Owner Operator* ------- ----------- ---------------- ---------------------------- ---------------- ----- --------- 7. 70519 UGI UTILITIES - DAUPHIN 32,475 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES CO., PA DAUPHIN CO., PA. OPERATOR, BUT NOT MORE THAN 450 TRAN POUNDS PER SQUARE INCH GAUGE 8. 71461 COLUMBIA GAS - RICH HILL, 5,190 AT THE PRESSURE REQUESTED BY TX EAST COLUMBIA GAS UGI UTILITIES BUCKS CO., PA OPERATOR, BUT NOT MORE THAN 450 TRAN POUNDS PER SQUARE INCH GAUGE 9. 71528 UGI. UTILITIES - LANCASTER 7,200 300 POUNDS PER SQUARE INCH TX EAST TX EAST TRAN UGI UTILITIES CO., PA GAUGE TRAN 10. 72571 COLUMBIA GAS - BERKS 519 AT THE PRESSURE REQUESTED BY TX EAST COLUMBIA GAS UGI UTILITIES CO., PA OPERATOR, BUT NOT MORE THAN 450 TRAN POUNDS PER SQUARE INCH GAUGE 11. 79513 SS-1 STORAGE POINT 3,612 N/A N/A N/A N/A 04/01-10/31 3,612 11/01-03/31 12. 75577 COLUMBIA GAS - 0 AS PROVIDED IN SECTION 6 OF THE TX EAST COLUMBIA GAS COLUMBIA GAS PENNSBURG, PA, BUCKS CO., GENERAL TERMS AND CONDITIONS TRAM PA OF PIPELINE'S FERC GAS TARIFF
* Confirming Party provided, however, that Pipeline is not obligated to deliver under Rate Schedules FT-1, CDS and FTS-5 on any one day an aggregate of more than 93,631 dth per day to points of delivery 70011, 70069, 70070 and 71528 during the period November 16 through April 15, and further provided, that during this time period Pipeline is not obligated to deliver under Rate Schedules FT-1, CDS and FTS-5 on any one day an aggregate of more than 111,404 dth to points of delivery 70321, 70322, 70486, 70519, 71461 and 72571; B-2 Contract #: 800394R5 EXHIBIT B, POINT(S) OF DELIVERY (Continued) UGI UTILITIES, INC. and further provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligations under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following:
Aggregate Maximum Daily Point of Delivery Delivery Obligation (dth) - ----------------- ------------------------- No. 1 68,785 No. 2 5,190 No. 3 49,000 No. 4 17,000 No. 5 70,880 No. 6 6,500 No. 7 58,000 No. 8 5,190 No. 9 10,023 No. 10 7,186 No. 11 3,612
Further, pursuant to Section 14.9 of the General Terms and Conditions of Pipeline's FERC Gas Tariff Sixth Revised Volume/No. 1, Customer has been allocated firm capacity at the Points of Delivery as shown below for deliveries under Rate Schedules CDS, FT-1, SCT, and/or SS-1 at such pressure available in Pipeline's facilities at the point of delivery, subject to receipt of such quantities being acceptable to the Owner and Operator of the Point of Delivery: B-3 Contract #: 800394R5 EXHIBIT B, POINT(S) OF DELIVERY (Continued) UGI UTILITIES, INC.
Section 14.9 Point of Firm Capacity Measurement Delivery Description (dth/d) Responsibilities Owner Operator -------- ----------- ------------- ---------------- ----- -------- 1. 70069 UGI UTILITIES - COLUMBIA, PA 12,700 TX EAST TX EAST UGI UTILITIES LANCASTER CO., PA TRAN TRAN 2. 70070 COLUMBIA GAS - COLUMBIA, PA 31,328 TX EAST TX EAST UGI UTILITIES LANCASTER, PA LANCASTER CO., TRAN TRAN PA 3. 70321 UGI UTILITIES - LEBANON, PA 1,253 TX EAST TX EAST UGI UTILITIES LEBANON CO., PA TRAN TRAN 4. 70486 UGI UTILITIES- WOMELSDORF, PA 5,000 TX EAST TX EAST UGI UTILITIES BERKS CO., PA TRAN TRAN 5. 71438 DAUPHIN CO. GAS - ANNVILLE, 2,580 TX EAST TX EAST PPL GAS LEBANON CO., PA TRAN TRAN UTILITIES 6. 71461 COLUMBIA GAS - RICH HILL 840 TX EAST COLUMBIA UGI UTILITIES BUCKS CO., PA TRAN GAS 7. 72571 COLUMBIA GAS - BALLY, PA 13,984 TX EAST COLUMBIA UGI UTILITIES BERKS CO., PA TRAN GAS 8. 75577 COLUMBIA GAS - PENNSBURG, PA 75,440 TX EAST COLUMBIA COLUMBIA BUCKS CO., PA TRAN GAS GAS
SIGNED FOR IDENTIFICATION PIPELINE: /s/ ---------------------------------- CUSTOMER: /s/ ---------------------------------- SUPERSEDES EXHIBIT B DATED: November 1, 2001 B-4 Contract #: 800394R5 EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND UGI UTILITIES,INC. ("CUSTOMER"), DATED _________ ZONE BOUNDARY ENTRY QUANTITY Dth/D To
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3 - ---- --- --- --- --- ----- ----- ------ ------ ----- ----- ------ ------ -- -- STX ETX 1456 WLA ELA 31019 M1-24 , 1456 M1-30 31019 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 32475 M3
C-1 Contract #: 800394R5 EXHIBIT C (Continued) UGI UTILITIES, INC. ZONE BOUNDARY EXIT QUANTITY Dth/D To
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3 - ---- --- --- --- --- ----- ----- ------ ------ ----- ----- ------ ------ -- -- STX ETX WLA ELA M1-24 1456 M1-30 31019 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 32475 M3
SIGNED FOR IDENTIFICATION PIPELINE: _________________________________ CUSTOMER: _________________________________ SUPERSEDES EXHIBIT C DATED: November 1, 2001 C-2