exv10w10



 




Exhibit 10.10



			
	AGREEMENT ID	 	SERVICE AGREEMENT
            NO. 77323 

	536	 	CONTROL NO. 2003-11-25-0016    

	
	 	 










   
  
    



FTS SERVICE  AGREEMENT




THIS AGREEMENT, made and
entered into this 3 day of December, 2003, by and
between:





	 	 	Columbia Gas Transmission Corporation

(“Transporter”)

AND

Washington Gas

(“Shipper”)





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




Section 1. Service to
be Rendered. Transporter shall perform and Shipper
shall receive service in accordance with the provisions of the effective FTS
Rate Schedule and applicable General Terms and Conditions of Transporter’s FERC
Gas Tariff, Second Revised Volume No. 1 (Tariff), on file with the Federal
Energy Regulatory Commission (Commission), as the same may be amended or
superseded in accordance with the rules and regulations of the Commission. The
maximum obligation of Transporter to deliver gas hereunder to or for Shipper,
the designation of the points of delivery at which Transporter shall deliver or
cause gas to be delivered to or for Shipper, and the points of receipt at which
Shipper shall deliver or cause gas to be delivered, are specified in Appendix
A, as the same may be amended from time to time by agreement between Shipper
and Transporter, or in accordance with the rules and regulations of the
Commission. Service hereunder shall be provided subject to the provisions of
Part 284. 223 of Subpart G of the Commission’s regulations. Shipper warrants
that service hereunder is being provided on behalf of Shipper.




Section 2. Term. Service under this Agreement shall commence as of
November 27, 2003, and shall continue in full force and effect until October
31, 2023 . Pre-granted abandonment shall apply upon termination of this
Agreement, subject to any right of first refusal Shipper may have under the
Commission’s regulations and Transporter’s Tariff.




Section 3. Rates. Shipper shall pay Transporter the charges and furnish
Retainage as described in the above-referenced Rate Schedule, unless otherwise
agreed to by the parties in writing and specified as an amendment to this
Service Agreement. Transporter may agree to discount its rate to Shipper below
Transporter’s maximum rate, but not less than Transporter’s minimum rate. Such
discounted rate may apply to: a) specified quantities (contract demand or
commodity quantities); b) specified quantities above or below a certain level
or all quantities if quantities exceed a certain level; c) quantities during
specified time periods; d) quantities at specified points, locations, or other
defined geographical areas; and e) that a specified discounted rate will apply
in a specified relationship to the quantities actually transported (i.e., that
the reservation charge will be adjusted in a specified relationship to
quantities actually transported). In addition, the discount agreement may
include a provision that if one rate component which was at or below the
applicable maximum rate at the time the discount agreement was executed
subsequently exceeds the applicable maximum rate due to a change in
Transporter’s maximum rate so that such rate component must be adjusted
downward to equal the new applicable maximum rate, then other rate components
may be adjusted upward to achieve the agreed overall rate, so long as none of
the resulting rate components exceed the maximum rate applicable to that rate
component. Such changes to rate components shall be applied prospectively,
commencing with the date a Commission order accepts revised tariff sheets.
However, nothing contained herein shall be construed to alter a refund
obligation under applicable law for any period during which rates had been
charged under a discount agreement exceeded rates which ultimately are found
to be just and reasonable.















 








SERVICE AGREEMENT NO. 77323

CONTROL NO. 2003-11-25-0016




FTS SERVICE AGREEMENT




Section 4.
Notices. Notices to Transporter under this Agreement shall be
addressed to it at Post Office Box 1273, Charleston, West Virginia 25325-1273,
Attention: Manager – Commercial Services and notices to Shipper shall be
addressed to it at:



	 	 	Washington Gas

Attn: Gas Acquisition

Room 320-B

6801 Industrial Road

Springfield, VA 22151

ATTN: Tim Sherwood





until changed by either party by written notice.














 








SERVICE AGREEMENT NO. 77323

CONTROL NO. 2003-11-25-0016   




FTS SERVICE AGREEMENT




Section 5. Superseded Agreements. This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service Agreements:
N/A.




	 	 	 	 	 
	

	 	Washington Gas
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Terry McCallister	 	 
	

	 	
	 	 
	Name:

	 	Terry McCallister	 	 
	

	 	
	 	 
	Title:

	 	President and Chief Operating Officer	 	 
	

	 	
	 	 
	Date:
	 	 	 	 
	

	 	
	 	 
	 
	 	 	 	 
	

	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ T. N. Brasselle	 	 
	

	 	
	 	 
	Name:

	 	T. N. Brasselle	 	 
	

	 	
	 	 
	Title:

	 	MGR Customer Services	 	 
	

	 	
	 	 
	Date:

	 	MAR 23 2004	 	 
	

	 	
	 	 



















 





	 	 	 	 	 
	

	 	 	 	Revision No. 0
	

	 	 	 	Control No. 2003-11-25-0016
	Appendix A to Service Agreement No. 77323	 	 
	 
	 	 	 	 
	Under Rate Schedule

	 	FTS	 	 
	 
	 	 	 	 
	Between (Transporter)

	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	and (Shipper)

	 	Washington Gas	 	 







Transportation Demand
30,395 Dth/Day




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Primary Receipt Points

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Minimum	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	Receipt	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Daily	 	Pressure	 	Hourly
	Scheduling	 	Scheduling	 	Measuring	 	Measuring	 	Quantity	 	Obligation	 	Flowrate
	Point No.
	 	Point Name
	 	Point No.
	 	Point Name
	 	(Dth/Day)
	 	(psig)
	 	(Dth/hour)

	F1
	 	PAULDING-3	 	 	F1	 	 	 	 	 	 	 	9,146	 	 	 	 	 	 	 	 	 
	F4
	 	  MONCLOVA-1	 	 	F4	 	 	 	 	 	 	 	21,249	 	 	 	 	 	 	 	 	 







 









 






	 	 	 	 	 
	

	 	 	 	Revision No. 0
	

	 	 	 	Control No. 2003-11-25-0016
	Appendix A to Service Agreement No. 77323	 	 
	 
	 	 	 	 
	Under Rate Schedule

	 	FTS	 	 
	 
	 	 	 	 
	Between (Transporter)

	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	and (Shipper)

	 	Washington Gas	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Primary Delivery Points

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 	 	 	 	 	 	 	 	Minimum	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Daily	 	Design	 	 	 	Delivery	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Delivery	 	Daily	 	Aggregate	 	Pressure	 	Hourly
	Scheduling	 	Scheduling	 	Measuring	 	Measuring	 	Obligation	 	Quantity	 	Daily	 	Obligation	 	Flowrate
	Point No.
	 	Point Name
	 	Point No.
	 	Point Name
	 	(Dth/day) 1/
	 	(Dth/Day) 1/
	 	Quantity1/
	 	(psig)
	 	(Dth/hour)

	LOUDOUN
	 	LOUDOUN LNG	 	 	817762	 	 	Loudoun TCO to LNG	 	 	30,395	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 






	 	 	 	 	 
	 
	 	 	 	Revision No.  0
	 
	 	 	 	Control No. 2003-11-25-0016
	Appendix A to Service Agreement No.
	 	77323	 	 
	 
	 	 	 	 
	Under Rate Schedule
	 	FTS	 	 
	 
	 	 	 	 
	Between (Transporter)
	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	and (Shipper)
	 	Washington Gas	 	 







1/            Application of MDDOs, DDQs and ADQs shall be as follows:




 









 








	 	 	 	 	 
	

	 	 	 	Revision No. 0
	

	 	 	 	Control No. 2003-11-25-0016
	Appendix A to Service Agreement No. 77323	 	 
	 
	 	 	 	 
	Under Rate Schedule

	 	FTS	 	 
	 
	 	 	 	 
	Between (Transporter)

	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	and (Shipper)

	 	Washington Gas	 	 







The Master list of Interconnects (MLI) as defined in Section 1 of the General
Terms and Conditions of Transporter’s Tariff is incorporated herein by
reference for the purposes of listing valid secondary interruptible receipt
points and delivery points.




[  ] Yes [X] No (Check applicable blank) Transporter and Shipper have mutually
agreed to a Regulatory Restructuring Reduction Option pursuant
to Section 42 of the General Terms and Conditions of Transporter’s FERC Gas
Tariff.




[  ] Yes [X] No (Check applicable blank) Shipper has a contractual right of
first refusal equivalent to the right of first refusal set forth from time to
time in Section 4 of the General Terms and Conditions of Transporter’s FERC Gas Tariff.




Service pursuant to this Appendix A, Revision No. 0 shall be effective November 27, 2003 through October 31, 2023.




[X] Yes [  ] No (Check applicable blank) This Appendix A, Revision No. 0 shall cancel and supersede the Previous Appendix A, Revision No.                   
effective as of                                       , 20                    , to the Service Agreement referenced above.




[  ] Yes [X] No (Check applicable blank) All Gas shall be delivered at existing
points of interconnection within the MDDO’s, and/or ADQ’s, and/or
DDQ’s, as applicable, set forth in Transporter’s currently effective Rate
Schedule FTS Appendix A, Revision No. 0 with Shipper, which for such points set
forth are incorporated herein by reference.




With the exception of this Appendix A, Revision No. 0 all other terms and
conditions of said Service Agreement shall remain in full force and effect.




	 	 	 	 	 
	

	 	Washington Gas	 	 
	 
	 	 	 	 
	By:

	 	/s/ Terry McCallister	 	 
	

	 	
	 	 
	Name:

	 	Terry McCallister	 	 
	

	 	
	 	 
	Title:

	 	President and Chief Operating Officer	 	 
	

	 	
	 	 
	Date:
	 	 	 	 
	

	 	
	 	 
	 
	 	 	 	 
	

	 	Columbia Gas Transmission Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ T. N. Brasselle	 	 
	

	 	
	 	 
	Name:

	 	T. N. Brasselle	 	 
	

	 	
	 	 
	Title:

	 	MGR Customer Services	 	 
	

	 	
	 	 
	Date:

	 	MAR 23 2004