exv10w3



 





Exhibit 10.3




			
	 
	AGREEMENT ID	 	FTNN CONTRACT NO.
	532	 	100112
	
	 	 







SERVICE AGREEMENT

APPLICABLE TO TRANSPORTATION OF NATURAL GAS

UNDER RATE SCHEDULES FTNN




     AGREEMENT
made as of this 26 day of November, 2003, by and between
DOMINION TRANSMISSION, INC., a Delaware corporation, hereinafter called
“Pipeline,” and WASHINGTON GAS LIGHT COMPANY, a District of Columbia and
Virginia corporation, hereinafter called “Customer.”



     WHEREAS, by Order issued by the Federal Energy Regulatory Commission
(“FERC”) on September 11, 2003 in Docket Nos. CP03-41-000 and CP03-43-000,
Pipeline was issued a certificate of public convenience and necessity
pursuant to Section 7 of the Natural Gas Act and Part 157 of the Commission’s
Regulations authorizing Pipeline to construct, own, and operate facilities
providing a total of 223,000 Dekatherms (Dt) per day of firm transportation
service and a total of 5.6 Bcf of firm storage capacity (the “Mid-Atlantic
Project”);



     WHEREAS, Pipeline has accepted the certificate issued by the FERC
in Docket Nos. CP03-41-000 and CP03-43-000;



     WHEREAS, Customer has requested that Pipeline transport natural gas for
it as part of the Mid-Atlantic Project; and



     WHEREAS, Pipeline is willing to provide transportation service for
Customer as part of the Mid-Atlantic Project commencing on November 1, 2004,
or as soon as any additional necessary rights and regulatory approvals are
received and accepted by Pipeline and as the necessary facilities are
constructed and ready for service.



     WITNESSETH: That, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:



ARTICLE I

Quantities




     A. During the term of this Agreement, Pipeline will transport for
Customer, on a firm basis, and Customer may furnish, or cause to be
furnished, to Pipeline natural gas for such transportation, and Customer will accept,
or cause to be accepted, delivery from Pipeline of the quantities Customer has
tendered for transportation.



     B. The maximum quantities of gas which Pipeline shall deliver and which Customer may tender shall be as set forth on Exhibit A, attached hereto.



 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112






ARTICLE II

Rate




     A. Unless otherwise mutually agreed in a written amendment to this
Agreement, Customer shall pay Pipeline for transportation services
rendered pursuant to this Agreement, the maximum rates and charges provided under
Rate Schedule FTNN for the Mid-Atlantic Project set forth in the “Summary of
Incremental Rates” in Pipeline’s effective FERC Gas Tariff, including
applicable surcharges and the Fuel Retention Percentage. Upon the beginning of the
term of this Agreement, that rate shall be consistent with the FERC’s order
granting Pipeline its certificate in Docket Nos. CP03-41-000 and CP03-43-000 (as
modified upon rehearing, if applicable).



     B. Pipeline shall have the right to propose, file and make effective with
the FERC or any other body having jurisdiction, revisions to any applicable
rate schedule, or to propose, file, and make effective superseding rate
schedules for the purpose of changing the rate, charges, and other provisions thereof
effective as to Customer; provided, however, that (i) Section 2 of Rate Schedule FTNN
“Applicability and Character of Service,” (ii) term, (iii) quantities, and
(iv) points of receipt and points of delivery shall not be subject to unilateral change
under this Article. Said rate schedule or superseding rate schedule and any revisions
thereof which shall be filed and made effective shall apply to and become a part
of this Service Agreement. The filing of such changes and revisions to any
applicable rate schedule shall be without prejudice to the right of Customer to contest or
oppose such filing and its effectiveness.



ARTICLE III

Term of Agreement




     Subject to all the terms and conditions herein, this Agreement shall be
effective ten days after Pipeline notifies Customer that it is prepared to
transport gas for Customer under the Agreement, which date shall be no earlier
than ten days prior to November 1, 2004. Service pursuant to this Agreement
shall continue in effect from that date for a primary term of ten years, and
from year to year thereafter; provided, however, that either Pipeline or
Customer may terminate the Agreement at the end of the primary term by giving
written notice to the other party at least twelve months prior to the start of
the next contract year.



 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112





ARTICLE IV

Points of Receipt and Delivery




     The Primary Points of Receipt and Delivery and the maximum
quantities for each point for all gas that may be received for
Customer’s account for transportation by Pipeline shall be as set
forth on Exhibit A. Customer shall also be entitled to utilize
Secondary Receipt and Delivery Points in accordance with applicable
provisions of Rate Schedule FTNN.



ARTICLE V

Regulatory Approval




     Performance under this Agreement by Pipeline and Customer shall be
contingent upon Pipeline and Customer receiving all necessary
regulatory or other governmental approvals upon terms satisfactory to
each. Should Pipeline and Customer be denied such approvals to provide
or continue the service contemplated herein or to construct and operate
any necessary facilities therefor upon the terms and conditions
requested in the application therefor, then Pipeline’s and Customer’s
obligations here under shall terminate.



ARTICLE VI

Incorporation By Reference of Tariff Provisions




     A. To the extent not inconsistent with the terms and
conditions of this Agreement, the following provisions of
Pipeline’s effective FERC Gas Tariff, and any revisions thereof
that may be made effective hereafter, are hereby made applicable to
and a part hereof by reference:



     1. All of the provisions of Rate Schedule FTNN, or any
effective superseding rate schedule or otherwise applicable rate
schedule; and



     2. All of the provisions of the General Terms and Conditions, as
they may be revised or superseded from time to time.



ARTICLE VII

Miscellaneous




     A. No change, modification or alteration of this Agreement shall
be or become effective until executed in writing by the parties hereto;
provided, however, that the parties do not intend that this Article
VII.A. requires a further written agreement either prior to the making
of any request or filing permitted under Article II hereof or prior to
the effectiveness of such request or filing after Commission approval,
provided further, however, that nothing in this Agreement shall be
deemed to prejudice any position the parties may take as to whether the



 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112




request, filing or revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.




     B. Any notice, request or demand provided for in this Agreement, or any notice
which either party may desire to give the other, shall be in writing and sent
to the following addresses:



	 	 	 
	Pipeline:

	 	Dominion Transmission, Inc.
	

	 	120 Tredegar Street
	

	 	Richmond, VA 23219
	

	 	Attention: Jeffrey Keister
	

	 	Phone: (804) 819-2820
	

	 	Fax: (804) 819-2062
	 
	 	 
	Customer:

	 	Washington Gas Light Company
	

	 	6801 Industrial Road
	

	 	Springfield, Virginia 22151
	

	 	Attention: Tim Sherwood
	

	 	Phone: (703) 750-5816
	

	 	Fax: (703) 750-7945






or any such other address as either party shall designate by formal written
notice.




     C. No presumption shall operate in favor of or against either party hereto
as a result of any responsibility either party may have had for drafting
this Agreement.



     D. The subject headings of the provisions of this Agreement are inserted
for the purpose of convenient reference and are not intended to become a
part of or to be considered in any interpretation of such provisions.



ARTICLE VIII

Prior Contract




     To the extent not inconsistent with the terms and conditions of this
Agreement, the provisions of the Precedent Agreement for Firm Transportation
Service between Customer and Pipeline dated December 31, 2001, and as amended,
shall survive; otherwise, the provisions of this Agreement shall govern.



 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112




     IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have
caused this Agreement to be signed by their duly authorized officials as of the
day and year first written above.



	 	 	 
	Dominion Transmission, Inc.
	(Pipeline)
	 
	 	 
	By:
	 	/s/ [ILLEGIBLE]
	

	 	

	Its: MANAGING, DIRECTOR
	 

	 	

	               (Title)
	 
	 	 
	Washington Gas Light Company
	(Customer)
	 
	 	 
	By:

	 	/s/ Terry D. McCallister
	 

	 	

	Its: President & COO
	 

	 	

	               (Title)







 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112




EXHIBIT A




To The FTNN Agreement

Dated
November 26, 2003

Between Dominion Transmission, Inc.

And Washington Gas Light Company




A. Quantities




     1. The maximum quantities of gas which Pipeline shall deliver and which
Customer may tender shall be as follows:



     a. A Maximum Daily Transportation Quantity (MDTQ) of 40,000 Dt.



     b. A Maximum Annual Transportation Quantity (MATQ) of 14,600,000 Dt.



B. Points of Receipt and Delivery




     1. The Points of Receipt and the maximum quantities for that point shall
be as follows:



     a. Up to 40,000 Dt per Day at a point of interconnection between the
facilities of Pipeline and Texas Eastern Transmission, L.P. in Westmoreland
County, Pennsylvania known as the Oakford Interconnection, at a pressure of not
less than 575 pounds per square inch gauge. In addition to these quantities,
Customer may increase the quantities furnished to Pipeline at the Point(s) of
Receipt provided that such quantities, when reduced by the applicable fuel
retention percentage specified in Pipeline’s then-effective FERC Gas Tariff, do
not exceed the MDTQ.



     Customer shall have the right to use this Primary Point of Receipt and any
available Secondary Points of Receipt to tender gas for injection into storage
under its Storage Service Agreement subject to the following terms and
conditions:




	(i)	 	Nominations of Receipts for Injection into
Storage, whether made by Customer or by Customer’s agent,
assignee, or Replacement Customer, shall reduce Customer’s
entitlement to receipts under the FTNN Transportation Service
Agreement by an equivalent quantity.
	 
	(ii)	 	Nominations of Receipts for Transportation
under the FTNN Transportation Service Agreement at the Primary
Point of Receipt, whether made by Customer or by Customer’s
agent,




 









 






			
	 	 	FTNN CONTRACT NO.
	 	 	100112




	 	 	assignee, or Replacement Customer, shall reduce Customer’s
entitlement to receive gas for injection into storage at
such point, by an equivalent quantity.
	 
	(iii)	 	All nominations under the FTNN Transportation Service
Agreement for injection into storage shall be subject to
Pipeline’s confirmation of a corresponding nomination for
injection of such gas into Pipeline’s storage pool(s) under
the Storage Service Agreement.
	 
	(iv)	 	The foregoing terms and conditions shall
not be affected by any capacity release or assignment of
service entitlements under the FTNN Transportation Service
Agreement or the Storage Service Agreement.





     b. Up to 40,000 Dt per Day during the Winter Period, from November 1
through March 31 of each year, at the points of withdrawal from Pipeline’s
storage pool(s), provided that, these points of receipt shall be Primary, as
defined in Pipeline’s tariff, only to the extent a corresponding nomination for
withdrawal from pipeline’s storage pool(s) is provided under a firm storage service
agreement between Pipeline and Customer.




     c. Customer’s aggregate receipts on any Day at the points
specified in paragraphs 1.a. and 1.b. above shall not exceed the MDTQ.



     2. The Points of Delivery and the maximum quantities for each point shall
be as follows:



     a. Up to 40,000 Dt per Day at an existing interconnection between the
facilities of Pipeline and Customer at the Town of Leesburg, Loundon
County, Virginia, known as the Leesburg Connection, at a maximum pressure of 375
pounds per square inch.




     b. Up
to the quantities permitted by Paragraph B.1.a.(iii) of this Exhibit
A into Pipeline’s storage pools.



     c. Pipeline’s aggregate delivery obligation at the points
described in paragraphs 2.a. and 2.b. above shall not exceed the MDTQ.