ex10-2.htm


    Exhibit
10.2

    AMENDED
AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    THIS TRANSPORTATION SERVICE
AGREEMENT (“Agreement”), between CenterPoint Energy Gas Transmission
Company (“CEGT”), a Delaware corporation (“Transporter”), and Shipper (defined
below), covering the transportation of natural gas by Transporter on behalf of
Shipper as more particularly described herein, is entered into in accordance
with the following terms and conditions:

    


    
      
        
          
            
              
                	
                        1)

                      	
                        SHIPPER
      INFORMATION:

                      
	 
      	 
      
	 
      	
                        Laclede
      Energy Resources, Inc.

                      
	 
      	
                        720
      Olive Street

                      
	 
      	
                        St.
      Louis, MO 63101

                      
	 
      	
                        Attn:  Scott
      Jaskowiak

                      
	 
      	
                        Phone:  (314)
      516-8588

                      
	 
      	
                        Fax:  (314)
      516-8551

                      
	 
      	
                        Email:  sjaskowiak@lacledeenergy.com

                      
	 
      	 
      
	 
      	
                        Type
      of Entity:  Missouri corporation

                      
	 
      	 
      
	 
      	
                        Transporter’s
      wire transfer information and addresses for notices and payments shall be
      located on Transporter’s Internet Web Site.

                      
	 
      	 
      
	
                        2)

                      	
                        REGULATORY
      AUTHORITY:

                      	
                        Subpart
      G

                      
	 
      	 
      	 
      
	
                        3)

                      	
                        TERM,
      CONTRACT DEMAND AND POINTS:

                      
	 
      	 
      
	 
      	
                        The
      term, Contract Demand, Receipt Entitlements, if applicable, and Receipt
      and Delivery Points for this Agreement shall be as shown
      below.  Absent designation of MRO’s for any specific physical
      Point of Receipt, Transporter shall have no obligation to permit Shipper
      to utilize any such Point of Receipt or to receive any specific quantities
      on Shipper’s behalf at such point.

                      
	 
      	 
      	 
      
	 
      	 
      	 
      	
                        Term:

                      	
                        Effective
      Date:

                      	Originally
      November 5, 2008, as amended and restated April 1, 2009, subject
      to FERC approval
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        Primary
      Term End Date:

                      	
                        The
      end of the Day of October 31, 2013

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        Evergreen?

                      	
                        No

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Contract
      Demand:

                      	
                        75,000
      Dth/D

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Receipt
      Entitlement(s):

                      	
                        Neutral
      Pooling Area:  75,000 Dth/D

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Primary
      Receipt Point(s):

                      	 
      	
                        Maximum
      Receipt Obligation (Dth/D)

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        O-West
      Summary (Meter No. 805298)

                      	 
      	
                        64,000

                      
	 
      	 
      	
                        Scissortail
      Energy, LLC (Meter No. 012355)

                      	 
      	
                        11,000

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Primary Delivery Point(s):

                      	
                        Maximum Delivery Obligation
      (Dth/D)

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Columbia
      Gulf CP (Meter No. 13548)

                      	 
      	
                        60,000

                      
	 
      	 
      	
                        Trunkline
      CP (Meter No. 13546)

                      	 
      	
                        15,000

                      
	 
      	 
      	 
      	 
      
	
                        4)

                      	
                        RATE:  Unless
      provided otherwise in an Attachment A to this Agreement in effect during
      the term of this Agreement, in a capacity release award, or below, Shipper
      shall pay, or cause to be paid, to Transporter each month for all services
      provided hereunder the maximum applicable rate, and any other charges,
      fees, direct bill amounts, taxes, assessments, or surcharges provided for
      in Transporter’s Tariff, as on file and in effect from time to time, for
      each service rendered hereunder.  If Attachment A or this
      Agreement provides for a rate other than the maximum applicable rate, the
      following shall
apply:

                      


              

            

          

        

      

    

    


    Page
1 of 6

    
      
         


      

      
         


         


      

      
         


      

    


    


    AMENDED
AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Shipper
      agrees to pay the rates specified below or on Attachment A for performance
      of certain gas transportation service under the
      Agreement.  These rates are applicable only in accordance with
      the following:

                          
	 
      	 
      
	 
      	
                            (a)

                          	
                            Term, Points and/or
      Rates: The term of the rates, and the Receipt Point(s) and the
      Delivery Point(s) eligible for such rates, shall be specified
      below.

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	
                            (i)

                          	
                            Negotiated
      Rate.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            (ii)

                          	
                            Description of
      Points:

                          
	 
      	 
      	 
      	 
      	
                            The
      Receipt Points eligible for the rates specified below shall be the points
      listed in Section 3 of the Agreement (as such agreement provided on the
      effective date hereof), and all generally available AIRPs and Pools in the
      Neutral Pooling Area, including Shipper’s East of Chandler Neutral Pool
      (when established).

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            The
      Delivery Point eligible for the rates specified below shall be the Primary
      Delivery Points listed in Section 3 of the Agreement (as such Agreement
      provides on the effective date hereof) and the following Secondary
      Delivery Points:  all generally available Perryville Hub
      Delivery Points.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            (iii)

                          	
                            Description of
      Rates:

                          
	 
      	 
      	 
      	 
      	
                            The
      rate which Transporter shall bill and Shipper shall pay under the
      Agreement for services up to Contact Demand (as provided for on the
      effective date hereof) shall be achieved by adjusting, if required
      Transporter’s then effective applicable maximum Tariff rates to a level
      which yields a unit rate (“Transmission Allowance”) of $0.2528 per Dth,
      when calculated on an assumed 100% load factor basis, based on Shipper’s
      Contract Demand; the rate applicable to transportation between any points
      other than those set forth in (ii) above shall be the higher of the
      Transmission Allowance or the then applicable maximum Tariff
      rate.  The Transmission Allowance shall not be subject to refund
      or reduction if it exceeds the maximum Tariff rate.  Shipper
      hereby elects to be billed on a levelized basis to the extent Transporter
      so determined and such option is available under the
    tariff.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            Shipper
      shall pay a Reservation Charge each Month based on the Dth of Contract
      Demand, regardless of the quantity of gas transported during the Service
      Month.  The Reservation Charge (expressed as a unit rate on an
      assumed 100% load factor basis) will be calculated by subtracting the
      minimum applicable Base Commodity Rate from the Transmission
      Allowance.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            (iv)

                          	
                            Term of
      Rate:

                          
	 
      	 
      	 
      	 
      	
                            Begin
      Date(s):

                          	
                            April
      1, 2009

                          
	 
      	 
      	 
      	 
      	
                            End
      Date(s):

                          	
                            October
      31, 2013

                          
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                            (b)

                          	
                            Authorized
      Overrun:  Unless Transporter agrees otherwise, the rate
      for any authorized overrun quantities shall be the greater of the maximum
      Tariff rate or the rate described above.

                          
	 
      	 
      	 
      
	 
      	
                            (c)

                          	
                            General:  In
      consideration for Shipper’s continuing compliance with the provisions of
      the Agreement, the transportation rates and charges as defined above or on
      Attachment A for the specified services provided under the Agreement only
      apply to receipts from, and subsequent deliveries to, the Points of
      Receipt and Delivery, quantities and/or time periods described above or on
      Attachment A and to reserved capacity necessary to effect such service. In
      addition to any rate or amount referred to herein (including discounted
      rates, Negotiated Rates, overrun rates and maximum Tariff rates), Shipper
      shall provide or pay and Transporter shall retain or charge Fuel Use and
      LUFG allowances or charges (including the EPC surcharge) in such
      quantities or amounts as authorized from time to time by the Tariff and,
      except as specifically provided otherwise herein or on Attachment A, shall
      pay any applicable charges, penalties, surcharges, fees, taxes,
      assessments and/or direct billed amounts provided for in the
      Tariff.  In any event, the rate in any Month shall never be
      below Transporter’s applicable minimum Tariff rate for a discount rate
      transaction.  For a
Negotiated

                          


                  

                

              

            

          

        

      

    

    


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2 of 6


    
      
         


      

      
         


         


      

      
         


      

    


    AMENDED
AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    
      
        
          
            
              	 
      	 
      	
                      Rate
      transaction, the rate in any month shall never be below Transporter’s
      applicable minimum Tariff rate, unless Transporter otherwise
      agrees.  Transporter shall not be responsible for the payment
      and satisfaction of any taxes assessed or levied on the receipt,
      transmission (and any activities in connection therewith), delivery, use
      and/or consumption with respect to Gas delivered or received by Shipper,
      unless Transporter agrees otherwise.

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      (d)

                    	
                      Rate-Related
      Provisions:

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      (i)

                    	
                      Consideration for Rate
      Granted:  Transporter agrees to the rates specified
      herein or on Attachment A in exchange for Shipper’s agreement to forego
      credits or other benefits to which Shipper would otherwise be entitled,
      but only to the extent such credits or benefits would result in a greater
      economic benefit over the applicable term than that represented by the
      agreed-upon rate.  Accordingly, unless Transporter otherwise
      agrees, Shipper will not receive credits (with the exception of (1)
      penalty revenue credits provided pursuant to Section 31 of the General
      Terms and Conditions of Transporter’s Tariff, and (2) capacity release
      credits) from rates, refunds or other revenues collected by Transporter or
      Shipper if to do so would effectively result in a lower rate or greater
      economic benefit to Shipper; provided, however, that for a Shipper taking
      service under a Negotiated Rate agreement, Transporter and Shipper can
      agree pursuant to Section 19.8 of the General Terms and Conditions of
      Transporter’s Tariff that Transporter will retain some or all of the
      capacity release credits to the extent those credits exceed the amount of
      the Shipper’s
      invoiced  demand  component.  If  the  parties’
      agreement to the foregoing is determined invalid or if Shipper seeks to
      obtain credits or benefits inconsistent therewith, unless Transporter
      otherwise agrees, it will have the right to immediately terminate or
      modify any provisions herein or of Attachment A that would allow Shipper
      to pay amounts less than the maximum applicable Tariff
    rate.

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      (ii)

                    	
                      Limitation on Agreed
      Upon Rate:  Unless Transporter agrees otherwise, if at
      any time receipts and/or deliveries are initially sourced into the system,
      nominated, scheduled and/or made, by any means or by operation of any
      Tariff mechanisms, with respect to the capacity obtained by, through or
      under the Agreement at points, or under conditions, other than those
      specified herein or on Attachment A, then as of such date, and for the
      remainder of the Service Month in which such non-compliance occurred, or
      the remainder of the term of the Agreement, whichever is shorter, Shipper
      shall be obligated to pay no less than the maximum applicable Tariff rates
      for service under the Agreement.  This limitation shall not
      apply to the extent that Transporter has requested Shipper to receive
      and/or deliver other than as specified herein or on Attachment
      A.  Such request may be made via e-mail, in writing, or via
      Internet Web Site posting and the document in which such request is made
      shall be deemed to amend this Agreement to the extent
      applicable.

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      (iii)

                    	
                      Regulatory
      Authority:  This Agreement (including Attachment A) is
      subject to Section 16 of the GT&C of Transporter’s
      Tariff.  Transporter and Shipper hereby acknowledge that this
      Agreement is subject to all valid and applicable federal and local laws
      and to the orders, rules and regulations of any duly constituted federal
      or local regulatory body or governmental authority having
      jurisdiction.   Any provision of this Agreement which is
      determined by any court or regulatory body having jurisdiction to be
      invalid or unenforceable will be ineffective to the extent of such
      determination only, without invalidating, or otherwise affecting the
      validity of, the remaining provisions.  Unless the parties agree
      otherwise, if Transporter has made a good faith determination that a
      federal or local law, or order, rule or regulation of any governmental
      authority having or asserting jurisdiction (1) requires performance by
      Transporter that is inconsistent with the terms specified herein or on
      Attachment A, or (2) conditions or prohibits the granting of selective
      discounts or other rates specified herein or on Attachment A, then
      Transporter may provide notice that it intends to renegotiate the rates
      under the Agreement.  If the parties fail to reach agreement
      within forty-five (45) days of any renegotiation notice given pursuant to
      the terms of this paragraph, then:  (1) the rate provisions
      herein or on Attachment A shall be terminated, and the rate for service
      herein or under Attachment A shall be Transporter’s applicable maximum
      Tariff rate, or (2) if Transporter’s applicable maximum Tariff rate is
      greater than the rate for service herein or on Attachment A, at the
      Shipper’s option, the Agreement and any applicable  Attachment A
      shall terminate.  The effective date of this renegotiation or
      termination shall be the first

                    	 
      


            

          

        

      

    

    


    
      	
               
      

            	
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      3 of 6

            


    


    
      
         


      

      
         


         


      

      
         


      

    


    


    AMENDED
AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    
      
        
          
            	 
      	 
      	 
      	
                    day
      of the month following the end of the 45-day renegotiation period;
      provided, however, that the effective date will comply with the
      requirements of the applicable federal or local law, or order, rule or
      regulation of any governmental authority having or asserting
      jurisdiction.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (iv)

                  	
                    Entire
      Agreement:  Attachment A, if applicable, shall supplement
      the Agreement with respect to the matters agreed to, and together shall
      constitute the entire understanding of the parties relating to said
      matters as of the effective date stated therein.  Unless
      otherwise specified, all prior agreements, correspondence, understandings
      and representations are hereby superseded and replaced by Attachment A and
      the Agreement.  Except as otherwise provided herein, all terms
      used herein with initial capital letters are so used with the respective
      meanings ascribed to them in Transporter’s Tariff.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (v)

                  	
                    Failure to Exercise
      Rights:  Failure to exercise any right under Attachment
      A, if applicable, or the Agreement shall not be considered a waiver of
      such right in the future.  No waiver of any default in the
      performance of Attachment A or the Agreement shall be construed as a
      waiver of any other existing or future default, whether of a like or
      different character.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    (e)

                  	
                    Inability to Collect
      Negotiated Rates:  If this Agreement covers a Negotiated
      Rate transaction, and Transporter is unable to collect Negotiated Rates
      due to a change in Commission policy or rejection of the transaction by
      the Commission prior to or during the term of such transaction, then,
      unless the parties agree otherwise, Shipper shall pay the maximum Tariff
      rate for the services.  In such event, Transporter shall notify
      Shipper in writing of the requirement to pay maximum Tariff rates and, if
      the maximum Tariff rates are greater than the Negotiated Rates under such
      transaction, Shipper shall have no more than thirty (30) days from the
      date of such notification to give notice in writing of termination of the
      applicable Agreement, with such termination to be effective no earlier
      than the end of the Month following the Month in which such termination
      notice is received.

                  
	 
      	 
      	 
      
	
                    5)

                  	
                    OTHER
      PROVISIONS:

                  
	 
      	 
      	 
      
	 
      	
                    5.1)

                  	
                    Payments
      shall be received by Transporter within the time prescribed by Section 14
      of the GT&C of Transporter’s Tariff.  Amounts past due
      hereunder shall bear interest as provided in Section 14 of the GT&C of
      the Tariff.  Shipper shall pay all costs associated with the
      collection of such past due amounts including, but not limited to,
      attorney’s fees and court costs.  Shipper hereby represents and
      warrants that the party executing this Agreement on its behalf is duly
      authorized and possesses all necessary corporate or other authority
      required to legally bind Shipper.

                  
	 
      	 
      	 
      
	 
      	
                    5.2)

                  	
                    Do
      the parties agree that the provisions of Section 13.4 of the GT&C of
      Transporter’s Tariff shall apply with respect to third-party
      transportation?    Yes ____ No __X__

                  
	 
      	 
      	 
      
	 
      	
                    5.3)

                  	
                    a)

                  	
                    Does
      this Agreement supersede and cancel a pre-existing Transportation Service
      Agreement(s) between the parties?    Yes ____ No
      __X__

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    b)

                  	
                    Does
      this Agreement amend and restate in its entirety a pre-existing
      Transportation Service Agreement(s) between the parties?   
      Yes _X__ No ____

                    If
      Yes, the Transportation Service Agreement(s) are described as
      follows:  Effective April 1, 2009, this Agreement amends and
      restates Transportation Service Agreement #1006667, originally effective
      November 5, 2008, as subsequently amended, restated and/or superseded
      prior to or as of the effective date hereof.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.4)

                  	
                    Is
      this Agreement entered into pursuant to and subject to CAPACITY RELEASE,
      Section 19 of the GT&C of Transporter’s Tariff?    Yes
      ____ No __X__

                  


          

        

      

    

    


    Page
4 of 6


    
      
         


      

      
         


         


      

      
         


      

    


    AMENDED
AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    
      	 
      	
              5.5)

            	
              Does
      this Agreement include any other terms/provisions permitted by the
      Tariff?  Yes __X__ No ____

              If
      Yes, those provisions (including a specific reference to the Tariff
      authority for each such provision) are as follows:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              a)

            	
              In
      accordance with Section 19.8 of the GT&C of the Tariff, the parties
      hereby agree that Transporter shall retain, and not credit back to
      Shipper, credits, if any, for capacity releases to the extent that amounts
      paid by or invoiced to Replacement Shipper(s) as, or attributable to,
      demand or reservation type charges up to the then applicable Transporter’s
      maximum tariff rate exceed on a daily basis, or any lesser applicable
      period, the amount of Shipper’s invoiced demand
  component.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              b)

            	
              In
      accordance with Section 21.1 of the GT&C of the tariff, the parties
      hereby agree that Shipper shall have contractual “right of first refusal”
      which will provide to it the same rights and obligation regarding
      extending service under the Agreement as to reserved capacity on
      Transporter’s system beyond the termination or expiration date as would be
      available to Shippers eligible to invoke the provisions of Section 21 of
      the GT&C of the Tariff, as on file and in effect from time to
      time.

            
	 
      	 
      	 
      	 
      
	
              6)

            	
              All
      modifications, amendments or supplements to the terms and provisions
      hereof shall be effected only by supplementary written (or electronic, to
      the extent Transporter permits or requires) consent of the
      parties.

            
	 
      	 
      	 
      
	
              7)

            	
              SIGNATURE:  This
      Agreement constitutes a contract with Transporter for the transportation
      of natural gas, subject to the terms and conditions hereof, the General
      Terms and Conditions attached hereto, and any applicable attachment(s),
      all of which are incorporated herein by reference and made part of this
      Agreement.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              CENTERPOINT
      ENERGY GAS TRANSMISSION

            	
              LACLEDE
      ENERGY RESOURCES, INC.

            
	 
      	
              COMPANY

            
	 
      	 
      	 
      
	
              By:

            	
              /s/
      Willie Underwood

            	 
      	
              By:

            	
              /s/
      S.E. Jaskowiak

            
	
              Name:

            	
              Willie
      Underwood

            	 
      	
              Name:

            	
              S.E.
      Jaskowiak

            
	
              Title:

            	
              Vice
      President, Marketing

            	 
      	
              Title:

            	
              Vice
      President and General Manager

            
	
              Date:

            	
              3/31/09

            	 
      	
              Date:

            	
              3/30/09

            


    

    


    


    Page
5 of 6

    



    
      
         


      

      
         


         


      

      
         


      

    


    GENERAL
TERMS AND CONDITIONS

    TO
AMENDED AND RESTATED

    FIRM
(RATE SCHEDULE FT)

    TRANSPORTATION
SERVICE AGREEMENT

    TSA
NO.  1006667

    


    


    
      	
              1.

            	
              This
      Agreement shall be subject to the provisions of Rate Schedule FT as well
      as the General Terms and Conditions (“GT&C”) set forth in
      Transporter’s Tariff, as on file and in effect from time to time, all of
      which by this reference are made a part
hereof.

            


    

    


    
      	
              2.

            	
              In
      accordance with Section 12.2 of the GT&C of Transporter’s Tariff,
      Transporter shall have the right at any time, and from time to time, to
      file and place into effect unilateral changes or modifications in the
      rates and charges, and other terms and conditions of service hereunder,
      and as set forth in said Rate Schedule and in said GT&C of
      Transporter’s Tariff, in accordance with the Natural Gas Act or other
      applicable law.  Nothing contained in the foregoing provision
      shall preclude or prevent Shipper from protesting any such changes or
      modifications; however, Shipper agrees to pay all rates and charges, and
      to comply with all terms and conditions, in effect under the
      Tariff.

            


    

    


    
      	
              3.

            	
              Upon
      Shipper’s failure to pay when due all or any part of amounts billed in
      connection with services rendered or to comply with the terms of this
      Agreement, Transporter may terminate this Agreement and/or suspend
      service, as appropriate, in accordance with the provisions of Section 14
      of the GT&C of Transporter’s
Tariff.

            


    

    


    
      	
              4.

            	
              In
      accordance with Section 21.1 of the GT&C of Transporter’s Tariff, upon
      termination hereof for whatever reason, Shipper agrees to stop delivering
      gas to Transporter for service and, unless otherwise agreed by
      Transporter, to seek no further service from Transporter
      hereunder.  Shipper agrees to cooperate with and assist
      Transporter in obtaining such regulatory approvals and authorizations, if
      any, as are necessary or appropriate in view of such termination and
      abandonment of service hereunder.

            


    

    


    
      	
              5.

            	
              In
      accordance with Section 5.7(e) of the GT&C of Transporter’s Tariff,
      termination of this Agreement shall not relieve either party of any
      obligation that might otherwise exist to cash-out or correct any Imbalance
      hereunder nor relieve Shipper of its obligation to pay any monies due
      hereunder to Transporter and any portions of this Agreement necessary to
      accomplish such purposes shall be deemed to survive for the time and to
      the extent required.

            


    

    


    
      	
              6.

            	
              In
      accordance with Sections 2.1 and 2.2 of Rate Schedule FT of Transporter’s
      Tariff, subject to the provisions of the Tariff and this Agreement,
      Transporter shall receive, transport, and deliver, for the account of
      Shipper for the purposes contemplated herein, on a firm basis a quantity
      of Gas up to the quantity or quantities specified in  the
      Agreement.

            


    

    


    
      	
              7.

            	
              In
      accordance with Sections 2.1 and 3.3 of Rate Schedule FT of Transporter’s
      Tariff, Gas shall be (i) tendered to Transporter for transportation
      hereunder at the Point(s) of Receipt and (ii) delivered by Transporter
      after transportation to Shipper, or for Shipper’s account, at the Point(s)
      of Delivery on the terms and at the points shown in this
      Agreement.  Subject to the provisions of the Tariff, Transporter
      shall tender for delivery quantities of Gas thermally-equivalent to those
      delivered by Shipper, less, as applicable, Delhi Fuel Use, Wheeling LUFG,
      Line CP Fuel Use and LUFG, Fuel Use and LUFG, or Storage Fuel Use and
      LUFG, retained.

            


    

    


    
      	
              8.

            	
              Except
      as otherwise permitted in the Tariff, and in accordance with Section 19 of
      the GT&C of Transporter’s Tariff, this Agreement shall not be assigned
      by Shipper in whole or in part, nor shall Shipper agree to provide
      services to others by use of any capacity contracted for under the
      Agreement, without Transporter’s prior written consent.  In
      addition to all other rights and remedies, Transporter may terminate the
      Agreement immediately if it is assigned by Shipper or if Shipper
      subcontracts the capacity to others contrary to the provisions hereof,
      whether the assignment or contract be voluntary, or by operation of law or
      otherwise.  Subject to the above, the respective rights and
      obligations of the parties under the Agreement shall extend to and be
      binding upon their heirs, successors, assigns and legal
      representatives.  Subject to Section 14 of the GT&C of
      Transporter’s Tariff, Shipper may assign this Agreement to an entity with
      which it is affiliated.  Any person which shall succeed by
      purchase, merger or consolidation to the properties, substantially as an
      entirety, of either party hereto, shall be entitled to the rights and
      shall be subject to the obligations of its predecessor in title under this
      Agreement; and either party may assign or pledge this Agreement under the
      provisions of any mortgage, deed of trust, indenture, bank credit
      agreement, assignment or similar instrument which it has executed or may
      execute hereafter.

            


    

    


    
      	
              9.

            	
              Any
      notice, statement, or bill provided for in this Agreement shall be in
      writing (or provided electronically via the Internet to the extent
      Transporter permits or requires) and shall be considered as having been
      given if hand delivered, or, if received, when mailed by United States
      mail, postage prepaid, to the addresses specified herein, or such other
      addresses as either party shall designate by written notice to the
      other.  Additionally, notices shall be considered as having been
      given, if received, when sent via facsimile or through electronic data
      interchange.

            


    

    


    
      	
              10.

            	
              In
      accordance with the form of credit application contained in the Tariff,
      Shipper agrees that any representations and agreements contained in any
      credit application submitted in connection with this service shall be
      incorporated herein by reference and made a part
  hereof.

            


    

    


    


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