Task: Question Answering
Input (English): EXHIBIT 10.17

                        TRANSPORTATION SERVICE AGREEMENT                          UNDER RATE SCHEDULE FTS OR ITS

         THIS AGREEMENT (Agreement), entered into on May 20, 1992, is between Arkansas Western Pipeline Company (Transporter), an Arkansas corporation, and Associated Natural Gas Company, a division of Arkansas Western Gas Company, (Shipper);

                                  WITNESSETH:

         WHEREAS, Shipper has requested natural gas for that Transporter transport Shipper; and

         WHEREAS, Transporter has agreed to provide such transportation for Shipper subject to the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         1.1      Maximum Daily Delivery Obligation (MDDO) means the maximum                   daily quantity of natural gas, expressed in Dekatherms (Dth),                   that Transporter is obligated to deliver from time to time at                   the Point(s) of Delivery specified in Exhibit B to the                   executed Agreement.

         1.2      Maximum Daily Quantity (MDQ)  means the maximum daily                   quantity of natural gas, expressed* in Dth's, that Transporter                   is obligated under the executed Agreement to transport on                   behalf of' Shipper, which shall be 23,000 Dth.

         1.3      Equivalent Quantity means the quantity, expressed in Dth's,                   delivered to Shipper by Transporter at the Point(s) of                   Delivery. Such quantity is equal to the quantity of gas                   received from Shipper at the Point(s) of Receipt less Fuel                   Usage and Applicable Shrinkage.

         1.4      Fuel Usage and Applicable Shrinkage means the quantity of                   natural gas retained by Transporter for fuel usage, leakage,                   blow-down, minor line pack fluctuations, and lost and                   unaccounted for natural gas.

                                   ARTICLE II

                       NATURAL GAS TRANSPORTATION SERVICE

         2.1      Beginning on the date on which deliveries of natural gas are                   commenced hereunder, and thereafter for the remaining term of                   this Agreement, Shipper agrees to tender gas to Transporter at                   the Point(s) of Receipt, and Transporter agrees to transport                   and redeliver and Shipper agrees to accept delivery of the                   Equivalent Quantities of gas at the Point(s) of Delivery, all     &bbsp;             in accordance with the terms of this Agreement.

         2.2      Transportation service rendered hereunder shall be                   firm/interruptible service as described in Section 2 of                   Transporter's X Rate Schedule FTS _____ Rate Schedule ITS.

                                  ARTICLE III

                              POINT(S) OF RECEIPT

         The Point(s) of Receipt at which Transporter shall receive gas for          transportation under this Agreement shall be specified in Exhibit A to          this Agreement.

                                   ARTICLE IV

                              POINT(S) OF DELIVERY

         The Point(s) of Delivery at which Transporter shall redeliver to          Shipper or for the account of Shipper an Equivalent Quantity of gas for          transportation under this Agreement shall be specified in Exhibit B to          this Agreement. Notwithstanding the MDDO at each Point of Delivery,          Shipper shall not nominate a total quantity of natural gas at all          Points of Delivery that exceeds the MDQ set forth in this Agreement.

                                   ARTICLE V

                               TERM OF AGREEMENT

         5.1      Subject to the General Terms and Conditions of Transporter's                   FERC Gas Tariff and Rate Schedule FTS/ITS, this Agreement                   shall be effective as of the date of physical completion of                   and initial deliveries on Transporter's pipeline and shall                   continue for a primary term of ten years. Thereafter, this





                  Agreement shall be effective month to month, until terminated                   by Transporter or Shipper upon the following written notice to                   the other specifying a termination date: sixty (60) days for

                  interruptible transportation under Rate Schedule ITS and 180                   days for firm transportation under Rate Schedule FTS.

         5.2      Any portions of this Agreement necessary to balance receipts                   and deliveries under this Agreement as required by the FTS/ITS                   Rate Schedule, shall survive the other parts of this Agreement                   until such time as such balancing has been accomplished.

                                   ARTICLE VI

                           RATE SCHEDULE AND CHARGES

         6.1      Shipper shall pay Transporter for the service hereunder an                   amount determined in accordance with Transporter's FTS/ITS                   Rate Schedule, and the General Terms and Conditions of                   Transporter's FERC Gas Tariff, all as may be revised from time                   to time. Such FTS/ITS Rate Schedule and General Terms and                   Conditions are incorporated by reference and made a part                   hereof.

         6.2      Transporter may seek authorization from the FERC and/or other                   appropriate body to change any rate(s) and/or term(s) set                   forth herein or in the FTS or ITS Rate Schedule. Nothing                   herein shall be construed to deny Shipper any rights it may                   have under the Natural Gas Act or the Natural Gas Policy Act                   including the right to participate fully in rate proceedings                   by intervention or otherwise to contest increased rates in                   whole or in part.

                                  ARTICLE VII

                             REDUCTION IN CAPACITY

         For firm transportation only, if Transporter's capacity is reduced for          any reason and a reduction of the quantity of gas being transported          hereunder is required, Shipper's MDQ shall be reduced pro rata with the          MDQ's of the other firm Shippers during the period of such capacity          reduction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      Amendment. This Agreement shall only be amended, varied or                   modified by an instrument in writing executed by Transporter                   and Shipper. Such amendment will be effective upon compliance                   with Article VIII herein.

         8.2      Applicable Law. This Agreement and the rights and duties of                   Transporter and Shipper hereunder shall be governed by and                   interpreted in accordance with the laws of the State of                   Arkansas, without recourse to the law governing conflict of                   laws.

         8.3      Waiver. No waiver by either Transporter or Shipper of any                   default by the other in the performance of any provision,                   condition or requirement herein shall be deemed a waiver of,                   or in any manner a release from, performance of any other                   provision, condition or requirement herein, nor deemed to be a                   waiver of, or in any manner a release from, future performance                   of the same provision, condition or requirement; nor shall any                   delay or omission by Transporter or Shipper to exercise any                   right hereunder impair the exercise of any such right or any                   like right accruing to it thereafter.

         8.4      Headings. The headings of each of the various sections in this                   Agreement are included for convenience of reference only and                   shall have no effect on, nor be deemed part of the text of,                   this Agreement.

         8.5      Further Assurances. Transporter and Shipper shall execute and                   deliver all instruments and documents and shall do all acts                   necessary to effectuate this Agreement.

         8.6      Entire Agreement. This Agreement constitutes the entire                   agreement between Transporter and Shipper concerning the                   subject matter hereof and supersedes all prior understandings                   and written and oral agreements relative to said matter.

         8.7      Cancellation of Prior Agreement(s). This Agreement, upon its                   effective date, supersedes and cancels any and all other                   agreements between Transporter and Shipper relating to the                   transportation of gas by Transporter for Shipper.

                                   ARTICLE IX

                                    NOTICES





         All notices, requests, statements or other communications provided for          under this Agreement shall be in writing and shall be given by personal          delivery or by United States mail, postage prepaid, and addressed as          follows:

         If to Shipper:

         Arkansas Western Gas Company          1001 Sain Street          P. 0. Box 1288          Fayetteville, AR 72702-1288

         If to Transporter:

         Arkansas Western Pipeline Company          1083 Sain Street          P. O. Box 1408          Fayetteville, AR 72702-1408          Attn: Manager of Transportation Services

         All written notices, requests, statements or other communications shall          be sufficiently given if mailed postage prepaid by registered,          certified, or regular mail and shall be deemed to have been duly          delivered on the third business day following the date on which same          was deposited in the United States mail, addressed in accordance with          this Article VIII. Either Shipper or Transporter may designate a          different address to which notices, requests, statements, payments or          other communications shall be sent upon proper notice as set forth in          this Article VIII.

              IN WITNESS WHEREOF, Transporter and Shipper have caused this Agreement to be duly executed by their duly authorized officers in two (2) original counterparts as of May 20, 1992.

                                      TRANSPORTER

                                      ARKANSAS WESTERN PIPELINE COMPANY                                       an Arkansas Corporation

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------                                          President

WITNESS: /s/ [ILLEGIBLE]          ------------------------

                                      SHIPPER

                                      ASSOCIATED NATURAL GAS COMPANY,                                       a division of Arkansas Western Company Gas                                       Company

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------

WITNESS:          ------------------------

                                    EXHIBIT A                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                              Pressure Psig                                Meter                                   MDQ    -------------      Receipt Point             Number     SEC-TWN-RNG   County   ST   Dth/d    Max     Min      -------------             -------    -----------   ------   --   ------  -----   -----                                                                1.   NOARK Pipeline System     Pending     31-19N-9E     Clay    AR   23,000   685     550

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------





                                    EXHIBIT B                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                               Pressure Psig                                Meter                                   MDDO    -------------      Delivery Point            Number     SEC-TWN-RNG   County    ST   Dth/d    Max     Min      --------------            -------    -----------   -------   --   ------  -----   -----                                                                 1.   Associated Natural Gas    Pending    28-19N-10E    Dunklin   mo   23,000   500     400

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------     President

                                   SCHEDULE 2

              CONTRACTS BIFURCATED OR PARTIALLY ASSIGNED TO ATMOS

Contract                               Quantity Assigned        Expiration --------                               -----------------        ---------- Transportation & Storage:                                                            AWP FT dated 5/20/92                    13,370 MMBtu/d          07/31/2003 Ozark FT #Z2001 @ AWP                   13,370 MMBtu/d          10/31/2002 Ozark FT #Z2001 @ NGPL                   .2000 MMBtu/d          10/31/2002 TETCO CDS (FT) #800204                   9,826 MMBtu/d          10/31/2012 TETCO SSI #400184                       11,303 DTH/d W/D        04/30/2012                                         .3,876 DTH/d Inj.       04/30/2012 Supply: SEECO Finn Sales dated 10/1/90          15,370 MMBtu/d          09/30/2000

              FORM OF NOTICE OF PERMANENT RELEASE OF FIRM CAPACITY                         AND CONSENT TO PARTIAL ASSIGNMENT

A.       Associated Natural Gas Company, a division of Arkansas Western Gas          Company (Releasing Shipper) is a firm Shipper that is party to an          executed and valid Service Agreement with Arkansas Western Pipeline          Company under Rate Schedule FTS (Transporter). Releasing Shipper          proposes to release capacity as set forth below, and in accordance with          the applicable provisions of Transporter's FERC Gas Tariff. Upon the          satisfaction of all conditions applicable to the proposed release          transaction, including all applicable provisions of Section 14 of the          General Terms and Conditions of Transporter's FERC Gas Tariff,          Releasing Shipper will consent to a partial and permanent assignment of          capacity on Transporter's system. Subject to the satisfaction of such          conditions by the Releasing Shipper and the Replacement Shipper,          Transporter will consent to this partial and permanent assignment of          capacity on its system, and will waive the requirement under Section          14.7 of the General Terms and Conditions of Transporter's FERC Gas          Tariff, providing that Releasing Shipper shall remain the guarantor of          payment to Transporter of all demand charges arising under its Service          Agreement with Transporter for such assigned capacity.

B.       Rate Schedule and contract number pursuant to which capacity is          released, Contract Number: FTS - 0 1

C.       Quantity of capacity to be released: Max 13,370 Dfli/Day,                                Min 13,370 DthDay.

D.       (i) Minimum transportation rate acceptable to Releasing Shipper (if          none, write none; includes commodity component):

         Tariff Rate

         (ii) Bid Requirements:

              (a) _X_ Reservation, __Volumetric

                  or ___ Volumetric with ___ volume commitment

              (b) __ Dollar/Cents or __ Percentage

E.       Receipt Points and Delivery Points (designate primary and/or          secondary):

         Receipt Point: Ozark/AWP Interconnect Meter 00010





         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.

F.       Bid Evaluation Methodology: i) highest rate, net revenue or present          value

         ii).     If Releasing Shipper chooses to provide weighting factors in                   accordance with Section 14.9 of the General Terms and                   Conditions of Transporter's FERC Gas Tariff, weighting factors                   are as follows: Please provide a range for each factor between                   0 - 1,000. The numbers need not add up to 1,000.

                  _________________ Volume (0 - 1,000)

                  Max Rate ___________________ -1 Rate (0 - 1,000)

G.       i).      Designated Replacement Shipper (if none, write none):

                  United Cities Gas Company a, division of Atmos Energy                   Corporation.

         ii).     Terms and conditions agreed to between Releasing Shipper and                   Designated Replacement Shipper:

                               _________ Demand Rate (MMBtu)

                               13,370 Volume MMBtu/Day

         iii)     Releasing Shipper and Designated Replacement Shipper                   understand Designated Replacement Shipper may not receive the                   released capacity if it fails to match any best bid submitted                   by another potential Shipper as provided in Transporter's FERC                   Gas Tariff.

H.       Other terms and conditions (if none, write none): _________________

This is a maximum tariff rate, permanent assignment of capacity, not subject to bid.

     Date                         Releasing Shipper: Associated Natural Gas Co.                                    Charles V. Stevens, Sr. Vice President

                                     ANY, a division of Atmos Energy Corporation

                                   UNITED CITIES GAS

                                   BY: /s/ [ILLEGIBLE]                                        -----------------------------------------                                        Replacement Shipper*

 -May 24, 2000

     Date

     Date                                         Transporter:

                       ARKANSAS WESTERN PIPELINE COMPANY

To be executed, prior to posting by Transporter, by Replacement Shipper only if Replacement Shipper has been designated by Releasing Shipper in G(i) above.

                      BID ON PERMANENTLY RELEASED CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Bidder) hereby bids on released capacity (Capacity) on the system          of Arkansas Western Pipeline Company (Transporter). This bid will          remain open until Transporter selects a winning bidder, or notice of          withdrawal is received by Transporter.

B.       The Capacity was released by Associated Natural Gas Company, a division          of Arkansas Western Gas Company.

         (FTS - 01) under Transporter's Rate Schedule FTS,

C.       The transportation rate bid is Maximum Tariff Rate per Dth, not          including commodity charge, fuel, or other applicable fees.

D.       The quantity of Capacity bid for is 13,370 Dth/Day

E.       The term of the Capacity bid for is (Permanent Assignment through          original contract term) Months/Years, beginning June 1, 2000 and ending          at the expiration date of contract FTS - 01.

F.       Receipt and Delivery points (designate primary and/or secondary)

         Receipt Point: Ozark/AWP Interconnect Meter 000 10

         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.





G.       Other information requested by the Releasing Shipper

         This is a maximum tariff rate, permanent assignment of capacity, not          subject to bid.

H.       Bidder agrees to comply with all terms and conditions of Transporter's          FERC Gas Tariff.

I.       If selected by Transporter as the winning bidder, Bidder will          immediately execute the partial assignment form set forth below.

i        Bidder acknowledges that it has the full authority to make this bid and          bind itself and its agents and/or principals to this bid.

                           UNITED CITIES GAS COMPANY, a division of May 24, 2000

Atmos Energy Corporation ------------------------   -----------------------------------------------------

Date                                             BIDDER

                           By: /s/ GORDON J. ROY

                               Gordon J. Roy                                Vice President

                         PARTIAL ASSIGNMENT OF CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Replacement Shipper) has submitted the winning bid for firm capacity          on the system of Arkansas Western Pipeline Company (Transporter) for          capacity released by Associated Natural Gas Company, a division of          Arkansas Western Gas Company (Releasing Shipper), and understands          that its bid of (date) June 1, 2000 has been accepted by Transporter.

B.       Replacement Shipper has read and understands the terms and conditions          under which the Releasing Shipper has permanently released such          capacity on Transporter and hereby contracts for such capacity, in          accordance with its bid, subject to terms and conditions set forth on          Transporter's FERC Gas Tariff and the Service Agreement between the          Releasing Shipper and Transporter (copy of bid and release notice          attached). Replacement Shipper adopts such Service Agreement for the          assigned capacity, and from and after the effective date of the          referenced release shall be fully liable to Transporter for all demand          charges, volumetric charges, surcharges, and other charges arising          under the terms of the Service Agreement with Transporter for such          assigned capacity from and after that effective date.

C.       Releasing Shipper hereby makes a partial assignment of its rights and          obligations under contract number FTS - 01 in accordance with the          attached bid and release notice. This assignment is made in accordance          with Transporter's FERC Gas Tariff.

                               Releasing Shipper: Associated Natural Gas Co.                              Charles V. Stevens, Sr. Vice President                              UNITED GAS a division of Atmos Energy Corporation

                             BY:                                         CITIES COMPANY

                               /s/ GORDON J. ROY                                -------------------------------------------------                                Replacement Shipper Gordon J. Roy, Vice President

                             Transporter:

                             Arkansas Western Pipeline Company 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
Output (English): 4797