exv10w6



 






Exhibit 10.6




Contract # 9020256
  Leidy East      









SERVICE AGREEMENT




between




TRANSCONTINENTAL GAS PIPE LINE CORPORATION




and




WASHINGTON GAS LIGHT COMPANY




Dated

October 1, 2004






 









 








SERVICE AGREEMENT




     THIS
AGREEMENT entered into this  29th day of
SEPTEMBER,
2004, by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation,
hereinafter referred to as “Seller,” first party, and WASHINGTON GAS LIGHT
COMPANY, hereinafter referred to as “Buyer,” second party,



WITNESSETH




     WHEREAS, by orders issued October 25, 2001 and October 23, 2002 in Docket
Nos. CP01-389-000 and CP01-389-003, the Federal Energy Regulatory Commission
(“FERC”) has authorized Seller’s Leidy East Expansion Project (referred to as
“Leidy East Project”); and



     WHEREAS, Seller and Reliant Energy Services, Inc. (“Reliant”) are parties
to that certain Rate Schedule FT Service Agreement, dated May 30, 2001 and
amended on September 27, 2002 (and effective November 1, 2002), for firm

transportation service of 25,000 dekatherms per day under the Leidy East
Project (“Leidy East Agreement”); and



     WHEREAS, pursuant to Section 42.14 of the General Terms and Conditions of
Seller’s FERC Gas Tariff, Reliant has permanently released all of its firm
transportation capacity under the Leidy East Agreement to Buyer, and Buyer has
agreed to accept such permanent release, effective as of October 1, 2004; and



     WHEREAS, Seller is willing to provide the requested firm transportation
service for Buyer under the Leidy East Project pursuant to the terms and
conditions of this agreement and Seller’s Rate Schedule FT commencing as
provided in Article IV of this agreement.



     NOW, THEREFORE, Seller and Buyer 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 25,000 dekatherms 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:



1









 





SERVICE AGREEMENT

(CONTINUED)




     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 October 1, 2004 and shall remain
in force and effect until 9:00 a.m. Central Clock Time November 1, 2022 and
thereafter until terminated by Seller or Buyer upon at least two year’s
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 FERC, 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 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.



2









 





SERVICE AGREEMENT

(CONTINUED)




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, 77251-1396

Attn: Director Marketing Services Transco (South)
	 
	(b)	 	If to Buyer:

Washington Gas Light

6801 Industrial Road

Springfield, Virginia 22151

Attn: DEPT. HEAD - ENERGY ACQUISITION




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




3









 








SERVICE AGREEMENT

(CONTINUED)




     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/ Frank J. Ferazzi


	

	 	 	 	Frank J. Ferazzi
	

	 	 	 	Vice President, Commercial Operations
	 
	 	 	 	 
	 	 	       WASHINGTON GAS LIGHT COMPANY
	

	 	 	 	                                                           (Buyer)
	 
	 	 	 	 
	

	 	By:
	 	/s/ Terry McCallister



	`

	 	Title:
	 	PRESIDENT/ C.O.O.







4









 








SERVICE AGREEMENT

(CONTINUED)




Exhibit A




ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED SEPTEMBER 29, 2004.



	 	 	 
	

	 	Seller’s
	

	 	Cumulative
	

	 	Daily Receipt
	Point(s) of Receipt

	 	Obligation (Dt/d)1
	The
point of interconnection between Seller and

CNG Transmission Corporation at Leidy,

Clinton County, Pennsylvania.

	 	25,000*
	 
	 	 
	The
point of interconnection between Seller and
National Fuel Gas
Distribution Corporation at Leidy,
 Clinton County, Pennsylvania
	 	 






*Note: The sum of the receipts from the points specified above, not
inclusive of fuel and line loss make-up, may not exceed the TCQ of
25,000 dt/d except as permitted in Seller’s FERC Gas Tariff, as
effective at the time of receipt.










	1	 	These quantities do not include the additional quantities of gas retained
by Seller for applicable compressor fuel and line loss make-up provided
for in Article V, 2 of this Service Agreement, which are subject to change
as provided for in Article V, 2 hereof. Therefore, Buyer shall also
deliver or cause to be delivered at the receipt points such additional
quantities of gas in kind to be retained by Seller for compressor fuel and
line loss make-up.




 









 










SERVICE AGREEMENT

(CONTINUED)




Exhibit B



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED SEPT. 29, 2004.




	 	 	 	 	 
	

	 	Maximum Daily

	Point(s) of Delivery and Pressures 1

	 	Delivery Quantity (Dt/d)2

	The point of interconnection between Seller’s, Leidy

	 	25,000	 	 
	Line and its Main line in Mercer County, New Jersey
	 	 	 	 
	(referred to as “Princeton Junction” or “Station 210”)
	 	 	 	 













	1	 	Pressure(s) shall not be less than fifty (50) pounds per square inch
gauge or at such other pressures as may be agreed upon by Buyer and
Seller.
	 
	2	 	Deliveries to or for the account of Buyer at the delivery point(s) shall
be subject to the limits of the Delivery Point Entitlement (DPE’s), if
applicable, of the entities receiving the gas at the delivery points, as
such DPE’s are set forth in Transco’s FERC Gas Tariff, as amended from
time to time.






 









 





SERVICE AGREEMENT

(CONTINUED)




Exhibit C



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED SEPTEMBER 29, 2004



Specification of Negotiated Rate and Term



Primary Term: 18 Years and 1 month



The Negotiated Reservation Rate shall be effective during the primary term of
this Service Agreement



Negotiated Monthly Reservation Rate: ($/Dth) $6.39



Negotiated Daily Reservation Rate: ($/Dth) $0.21008



In addition to the negotiated reservation rate, Buyer shall be responsible for
fuel retention, electric power charges, and all surcharges, except for the
Great Plains Surcharge, applicable to Seller’s Rate Schedule FT Service as
approved by the FERC. Fuel retention, electric power charges and applicable
surcharges are subject to change from time to time as approved by the FERC.



Seller agrees not to file or cause to be filed with the FERC under Section 4
of the Natural Gas Act (“NGA”) to seek to modify the negotiated reservation
rate, and Buyer agrees not to file or cause to be filed with the FERC any
action, claim, complaint, or other pleading under Section 4 or 5 of the NGA,
or to support or participate in any such proceeding initiated by any other
party, relating to the negotiated reservation rate.