CNJEP Service Agreement dated 6/27/05


    Exhibit
      10(e)(xi)

    


    


    


    


    


    


    


    


    


    


    


    


    SERVICE
      AGREEMENT

    


    between

    


    TRANSCONTINENTAL
      GAS PIPE LINE CORPORATION

    


    


    and

    


    SOUTH
      JERSEY GAS COMPANY

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SERVICE
      AGREEMENT

    


    THIS
      AGREEMENT entered into this 27th
      day of
      June, 2005, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a
      Delaware corporation, hereinafter referred to as "Seller," first party, and
      SOUTH JERSEY GAS COMPANY, a New Jersey corporation, hereinafter referred to
      as
      "Buyer," second party,

    


    W
      I T N E
      S S E T H

    WHEREAS,
      by
      order issued February 10, 2005 in Docket No. CP04-396-000, the Federal Energy
      Regulatory Commission (“FERC”) has authorized Seller’s Central New Jersey
      Expansion Project (“Project”); and

    


    WHEREAS,
      Buyer
      has requested firm transportation service under the Project for 105,000
      dekatherms of gas per day from the receipt point(s) specified in Exhibit A
      hereto to the delivery point(s) specified in Exhibit B hereto; and 

    


    WHEREAS,
      Seller
      is willing to provide the requested firm transportation service for Buyer under
      the Project pursuant to the terms of this Service Agreement and subject to
      the
      satisfaction of any applicable conditions set forth in the FERC’s order
      approving the Project.

    


    NOW,
      THEREFORE,
      Seller
      and Buyer hereby agree as follows:

     

    


    ARTICLE
      I

    GAS
      TRANSPORTATION SERVICE

    


    1. Subject
      to the terms and provisions of this agreement and of Seller's Rate Schedule
      FT,
      Buyer agrees to deliver or cause to be delivered to Seller gas for
      transportation and Seller agrees to receive, transport and redeliver natural
      gas
      to Buyer or for the account of Buyer, on a firm basis, up to a Transportation
      Contract Quantity ("TCQ") of 105,000 dt per day.

    


    2. Transportation
      service rendered hereunder shall not be subject to curtailment or interruption
      except as provided in Section 11 and, if applicable, Section 42 of the General
      Terms and Conditions of Seller's FERC Gas Tariff.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    POINT(S)
      OF RECEIPT

    


    Buyer
      shall deliver or cause to be delivered gas at the point(s) of receipt hereunder
      at a pressure sufficient to allow the gas to enter Seller's pipeline system
      at
      the varying pressures that may exist in such system from time to time; provided,
      however, the pressure of the gas delivered or caused to be delivered by Buyer
      shall not exceed the maximum operating pressure(s) of Seller's pipeline system
      at such point(s) of receipt. In the event the maximum operating pressure(s)
      of
      Seller's pipeline system, at the point(s) of receipt hereunder, is from time
      to
      time increased or decreased, then the 

    maximum
      allowable pressure(s) of the gas delivered or caused to be delivered by Buyer
      to
      Seller at the point(s) of receipt shall be correspondingly increased or
      decreased upon written notification of Seller to Buyer. The point(s) of receipt
      for natural gas received for transportation pursuant to this agreement shall
      be:

    


    See
      Exhibit A, attached hereto, for points of receipt.

    


    


    ARTICLE
      III

    POINT(S)
      OF DELIVERY

    


    Seller
      shall redeliver to Buyer or for the account of Buyer the gas transported
      hereunder at the following point(s) of delivery and at a pressure(s)
      of:

    


    See
      Exhibit B, attached hereto, for points of delivery and pressures.

    


    


    ARTICLE
      IV

    TERM
      OF
      AGREEMENT

    


    This
      agreement shall be effective as of the later of November 1, 2005 or the date
      that all of Seller’s Project facilities necessary to provide firm service to
      Buyer have been constructed and are ready for service as determined in Seller’s
      sole opinion and shall remain in force effect for a primary term of twenty
      (20)
      years and thereafter until terminated by Seller or Buyer upon at least one
      (1)
      year prior written notice; provided, however, this agreement shall terminate
      immediately and, subject to the receipt of necessary authorizations, if any,
      Seller may discontinue service hereunder if (a) Buyer, in Seller's reasonable
      judgment fails to demonstrate credit worthiness, and (b) Buyer fails to provide
      adequate security in accordance with Section 32 of the General Terms and
      Conditions of Seller's Volume No. 1 Tariff. As set forth in Section 8 of Article
      II of Seller's August 7, 1989 revised Stipulation and Agreement in Docket Nos.
      RP88-68 et. al., (a) pregranted abandonment under Section 284.221(d) of the
      Commission's Regulations shall not apply to any long term conversions from
      firm
      sales service to transportation service under Seller's Rate Schedule FT and
      (b)
      Seller shall not exercise its right to terminate this service agreement as
      it
      applies to transportation service resulting from conversions from firm sales
      service so long as Buyer is willing to pay rates no less favorable than Seller
      is otherwise able to collect from third parties for such
      service.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      V

    RATE
      SCHEDULE AND PRICE

    


    1. Buyer
      shall pay Seller for natural gas delivered to Buyer hereunder in accordance
      with
      Seller's Rate Schedule FT and the applicable provisions of the General Terms
      and
      Conditions of Seller's FERC Gas Tariff as filed with the Federal Energy
      Regulatory Commission, and as the same may be legally amended or superseded
      from
      time to time. Such Rate Schedule and General Terms and Conditions are by this
      reference made a part hereof. In the event Buyer and Seller mutually agree
      to a
      negotiated rate pursuant to the provisions in Section 53 of the General Terms
      and Conditions and specified term for the service hereunder, provisions
      governing such negotiated
      rate (including surcharges) and term shall be set forth on Exhibit C to the
      service agreement.

    


    2. Seller
      and Buyer agree that the quantity of gas that Buyer delivers or causes to be
      delivered to Seller shall include the quantity of gas retained by Seller for
      applicable compressor fuel, line loss make-up (and injection fuel under Seller's
      Rate Schedule GSS, if applicable) in providing the transportation service
      hereunder, which quantity may be changed from time to time and which will be
      specified in the currently effective Sheet No. 44 of Volume No. 1 of this Tariff
      which relates to service under this agreement and which is incorporated
      herein.

    


    3. In
      addition to the applicable charges for firm transportation service pursuant
      to
      Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller for any
      and
      all filing fees incurred as a result of Buyer's request for service under
      Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller
      by
      the Federal Energy Regulatory Commission or any successor governmental authority
      having jurisdiction.

    


    


    ARTICLE
      VI

    MISCELLANEOUS

    


    1. This
      Agreement supersedes and cancels as of the effective date hereof the following
      contract(s) between the parties hereto: None

    


    2. No
      waiver
      by either party of any one or more defaults by the other in the performance
      of
      any provisions of this agreement shall operate or be construed as a waiver
      of
      any future default or defaults, whether of a like or different
      character.

    


    3. The
      interpretation and performance of this agreement shall be in accordance with
      the
      laws of the State of Texas, without recourse to the law governing conflict
      of
      laws, and to all present and future valid laws with respect to the subject
      matter, including present and future orders, rules and regulations of duly
      constituted authorities.

    


    4. This
      agreement shall be binding upon, and inure to the benefit of the parties hereto
      and their respective successors and assigns.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Notices
      to either party shall be in writing and shall be considered as duly delivered
      when mailed to the other party at the following address:

    


    (a) If
      to
      Seller:

    Transcontinental
      Gas Pipe Line Corporation

    P.O.
      Box
      1396

    Houston,
      Texas, 77251

    Attention:
      Marketing Services

    


    (b) If
      to
      Buyer:

    South
      Jersey Gas Company

    1
      South
      Jersey Plaza

    Folsom,
      New Jersey 08037

    Attention:
      Sr. Vice President, Gas Supply


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    Such
      addresses may be changed from time to time by mailing appropriate notice thereof
      to the other party by certified or registered mail.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this agreement to be signed
      by
      their respective officers or representatives thereunto duly
      authorized.

    


    TRANSCONTINENTAL
      GAS PIPE LINE CORPORATION

                                        
                  
        (Seller)

    


     By:
      /s/ Paul F. Egner,
      III                                         


                                                                                  
Paul
      F. Egner, III

                                                              
      Director - Customer Services

    


                                                                              
SOUTH
      JERSEY GAS
      COMPANY

                                                                                         
      (Buyer)

    
 

    By:
      /s/ Jeffrey E.
      DuBois                                       


                                                                               
Jeffrey
      E. DuBois

                                                                               
Senior
      Vice Pres. , Gas Supply and
      Delivery

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    ATTACHED
      AND MADE PART OF THE SERVICE AGREEMENT BY AND BETWEEN TRANSCONTINENTAL GAS
      PIPE
      LINE CORPORATION, AS SELLER, AND SOUTH JERSEY GAS COMPANY, AS BUYER, DATED
      __________________________, 2005. 

    


    


    
      	
              Point(s)
                of Receipt

            	
              Maximum
                Daily Quantity (dt/day)1   

            
	 	 
	
              Pooling
                Station 210 at the existing Point of

            	
              105,000

            
	
              Interconnection
                between Seller’s Leidy Line

            	 
	
              and
                Seller’s Mainline in Mercer County,

            	 
	
              New
                Jersey.

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    ATTACHED
      AND MADE PART OF THE SERVICE AGREEMENT BY AND BETWEEN TRANSCONTINENTAL GAS
      PIPE
      LINE CORPORATION, AS SELLER, AND SOUTH JERSEY GAS COMPANY, AS BUYER, DATED
      __________________________, 2005.

    


    


    
      	
              Point(s)
                of Delivery and Pressure

            	
              Maximum
                Daily Quantity (dt/day) 1  

            
	 	 
	
              Proposed
                “Repaupo Meter Station” to be

            	
              105,000

            
	
              located
                adjacent to Seller’s Woodbury line

            	 
	
              in
                the City of Repaupo in Logan Township, 

            	 
	
              Gloucester
                County, New Jersey.

            	 


    

     


    


    

      

      
        1 
          These quantities do not include
          the
          additional quantities of gas to be retained by Seller for compressor fuel
          and
          line loss make-up. Therefore, Buyer also shall deliver or cause to be delivered
          at the receipt point such additional quantities of gas to be retained by
          Seller
          for compressor fuel and line loss make-up. 

      

      
        2 
          Deliveries to or for the account
          of
          Buyer at the delivery point shall be subject to the limits of the Delivery
          Point
          Entitlement (DPE’s) of the entities receiving the gas at the delivery point, as
          such DPE’s are set forth in Seller’s FERC Gas Tariff, as amended from time to
          time.