ex10_1.htm








GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT












         This Gas Sales And Portfolio Administration Agreement ("Agreement") is entered into the 1st day of April, 2011, for services to begin upon regulatory approval of this Agreement as referenced below, by and between INDIANA GAS COMPANY, INC. ("Buyer") and PROLIANCE ENERGY, LLC ("Seller") (collectively, the "Parties" or individually "Party").  Buyer and Seller agree as follows:


 


RECITALS


 



	
  

	
1.

	
Seller is a limited liability company created and existing under the laws of the State of Indiana, with its registered office at 111 Monument Circle, Suite 2200, Indianapolis, Indiana.







 



	
  

	
2.

	
Buyer is a corporation created and existing under the laws of the State of Indiana with its principal place of business at Evansville, Indiana.







 



	
  

	
3.

	
This Agreement contains the mutual promises and covenants pursuant to which Buyer as a purchaser of natural gas and portfolio administration services, and Seller as a merchant of natural gas and portfolio administration services, shall perform the transactions described herein.







 



	
  

	
4.

	
Under this Agreement, Seller agrees to provide natural gas to Buyer consistent with the terms and conditions contained herein.







 



	 	
5.              

	
This Agreement contains terms that reflect the terms of a negotiated settlement agreement (“Settlement”) entered into with non-parties to this Agreement.  The Agreement, as part of   the Settlement, will be reviewed by the Indiana Utility Regulatory Commission (the "Commission"), and will become effective on the later of April 1, 2011 or the first day of the month following issuance of a final order by the Commission in Cause No. 43963 finding that the Agreement is in the public interest.







 


6.             This Agreement shall be subject to, and interpreted consistent with, the Settlement.


 


 


DEFINITIONS


 


The following terms shall have the following definitions for this Agreement and its Appendices:


 



	
  

	
1.

	
The term “ANR” shall mean ANR Pipeline Company.







 




  





  











  











 



	
  

	
2.

	
The term "Balancing Quantities" shall mean the quantity of Gas which satisfies the difference between the Gas quantities scheduled for delivery to Buyer's Delivery Points and the actual physical flow of Gas taken by Buyer at the Delivery Points.







 



	
  

	
3.

	
The term "Btu" shall mean British thermal unit, as defined in Transporter's Tariff







 



	
  

	
4.

	
The term "Contract Month" shall mean a calendar month during the effectiveness of this Agreement.







 



	
  

	
5.

	
The term “Contract Rates” shall apply to the demand costs as well as the variable costs associated with delivery service as described in Appendix C.







 



	
  

	
6.

	
The term “Day” shall be defined as it is defined in Transporter’s Tariff, or as applied by Transporter.







 



	
  

	
7.

	
The term “Delivery Points” shall mean the points of delivery of Gas from Seller to Buyer as specified in Appendix A.







 



	
  

	
8.

	
The term “FERC” shall mean the Federal Energy Regulatory Commission.







 


9.            The term “Gas” shall mean natural gas.


 


10.            The term “GCIM” shall mean the gas cost incentive mechanism provided for in the Settlement.


 



	
  

	
11.

	
The term "Maximum Daily Quantities" or "MDQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points on a particular day.







 



	
  

	
12.

	
The term "Maximum Portfolio Entitlement" shall mean the maximum deliverability that Buyer is entitled to under the Services identified on Appendix C.







 



	
  

	
13.

	
The term "Maximum Seasonal Quantities" or "MSQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points in a Summer or Winter.







 



	
  

	
14.

	
The terms "MMBtu”, "Dekatherm" or "DTH" shall mean one million (1,000,000) BTUs.







 



	
  

	
15.

	
The term "Nominated Daily Quantities" shall mean the quantity of Gas nominated on a particular day for delivery to Buyer's Delivery Points, including deliveries to storage for Buyer.







 


16.            The term "PEPL" shall mean Panhandle Eastern Pipe Line Company.


 




  





  











  






17.            The term "Portfolio Services" shall mean all of the Services that may be utilized to deliver Gas toBuyer, and which are identified on Appendix C.


 


18.            The term "Summer" shall mean the summer season months of April through October, inclusive.


 



	
  

	
19.

	
The term “TETCO” shall mean Texas Eastern Transmission Corporation.







 



	
  

	
20.

	
The term "Texas Gas" shall mean Texas Gas Transmission Corporation.







 



	
  

	
21.

	
The term "Transporter" shall mean the transporting pipeline(s) interconnected with Buyer, including without limitation PEPL, TL, Texas Gas, or Heartland Gas as applicable to the transaction involved.







 



	
  

	
22.

	
The term "Transporter's Tariff” shall mean the tariff provisions of Transporter, as approved by the FERC, or any successor thereto, and Buyer's or Seller's contractual arrangements with Transporter, including changes to such tariff and arrangements made after this Agreement is effective.







 



	
  

	
24.

	
The term "Winter" shall mean the winter season months of November through March, inclusive.







 




  





  











  






 


ARTICLE 1- GAS SALES


 


1.1.            Seller represents and warrants that Seller can and shall stand ready to provide on a firm basis for Buyer’s purchase at Buyer’s Delivery Points the daily and seasonal quantities of Gas set forth herein.   Seller’s firm supply delivery obligation will be limited, however, to the supplies Buyer previously ordered and Supplier subsequently reserved on behalf of Buyer in accordance with Seller’s responsibilities under the contract.  Additional Buyer requests for Seller to purchase supplies  above reserved supplies will be performed by Seller on a reasonable best efforts basis.  Seller’s marketing activities will not be conducted in a manner that compromises the provision of reliable and firm service to Buyer.


 


1.2.           During the term of this Agreement, unless Seller is unable to meet Buyer's Gas requirements, Buyer agrees that Seller shall be its supplier of Gas.  However, Buyer shall have and maintain the right to produce, utilize, purchase or sell any and all Gas produced in Indiana which Buyer may be required to purchase under Ind. Code § 8-1-2-87.6 or any successor provision thereto of the Indiana Code.


 


1.3.            The Maximum Daily Quantities, which Seller shall be obligated to provide on a firm basis at Buyer’s Delivery Points, are specified in Appendix B.


 


1.4.            The Maximum Seasonal Quantities during Winter or Summer, which Seller shall be obligated to provide on a firm basis at the Delivery Points, are specified in Appendix B.


 


1.5.            Under this Agreement, Seller may fulfill its obligation to provide Gas to Buyer by using contracts entered into by and between Seller and third parties, including suppliers, pipelines and other service providers.  Seller shall not be obligated to enter into commitments with suppliers, pipelines, or other service providers, which extend beyond the term or scope of this Agreement.  If Seller, in order to serve Buyer, makes any commitments with suppliers, pipelines, or other service providers that extend beyond the end of the term of this Agreement, to the maximum extent permitted by law Buyer shall indemnify Seller for all expenses and costs associated with the continued service or cause the replacement Portfolio Administration Service provider to indemnify Seller for such costs.


 


1.6.        If FERC should determine that Transporter's Tariff shall cease to apply, in whole or in part, to transactions hereunder, the Parties will promptly meet to determine and negotiate mutually acceptable replacement guidelines and standards.  In that event, until an agreement is reached, the most recently effective Transporter's Tariff shall continue to apply for all purposes under this Agreement.  Upon acceptance of the replacement guidelines and standards, Buyer and Seller agree to apply the replacement guidelines and standards retroactively to the cessation date of Transporter's Tariff.  Any resolution shall be implemented within thirty (30) days of the acceptance of the replacement guidelines and standards.


 


 


1.7.     Buyer shall be solely responsible for meeting the creditworthiness standards of any third party providing service under agreements entered into by Seller on Buyer’s behalf.


 


 




  





  











  






ARTICLE 2- GAS SALES CHARGES


 


2.1.       For all Maximum Portfolio Entitlements, Buyer shall pay Seller each Contract Month demand charges consistent with Section 3.4 of the Settlement, as well as variable costs (including without limitation all volumetric charges, GRI, fuel or other variable costs) incurred and associated with the services listed in Appendix C.


 


2.2.     Buyer shall pay Seller each Contract Month the applicable supplier reservation costs specified in Appendix D.


 


2.3.       For all commodity quantities, Buyer shall pay Seller each Contract Month those amounts for Gas priced in accordance with Exhibit E of the Settlement (“GCIM agreement”), including volumes priced under the price volatility mitigation provisions thereof.  All such purchases shall be reported on a monthly basis and shall include documentation necessary for review under the GCIM agreement and in Buyer’s gas cost adjustment proceedings under Indiana Code Section 8-1-2-42 (g).


 


2.4.      Buyer will pay any taxes which are imposed on or incurred by Seller due to this Agreement, or imposed on Buyer with respect to Gas delivered hereunder; provided, however, Buyer shall have no obligation to pay any sales or use taxes for which it delivers to Seller an appropriate exemption certificate.


 


2.5.     All revenues Seller receives on Buyer’s behalf as a result of auctioning unutilized pipeline entitlements consistent with the process set forth in Section 4.1 through 4.5 of the Settlement shall be reported in detail on a monthly basis to Buyer and shall be remitted to Buyer, net of reported expenses incurred by Seller in implementation of the auction.


 


 


ARTICLE 3- BALANCING


 


3.1.     Seller shall provide Buyer with Balancing Quantities as part of its gas sales and portfolio administration services.  Seller and Buyer shall be permitted reasonable balancing tolerances.  Imbalances shall be made up in kind as agreed to by the Parties.


 


 


ARTICLE 4- PORTFOLIO ADMINISTRATION SERVICES


 


4.1.     Seller's provision of portfolio administration services shall include without limitation Gas acquisition, scheduling receipt and delivery quantities with Gas suppliers and pipeline transporters, scheduling pipeline storage inventory quantities, providing delivered Gas supplies, supply planning assistance, posting and conducting the capacity auction on Transporters’ EBBs, and periodic portfolio reporting.  Buyer shall retain complete unilateral control of its physical Gas delivery, distribution, storage and transportation facilities.


 


4.2.     The supply planning procedures set forth in Exhibit F to the Settlement will be followed by the Parties in preparing and implementing supply plans.


 




  





  











  






    4.3.     Seller and Buyer shall review periodically Buyer's supply requirements and determine the need for potential adjustments to MDQ, MSQ and to delivery service requirements.  All adjustments are subject to Seller and Buyer's prior approval.


 


4.4.     During the term of this Agreement, Seller shall review all FERC regulatory filings that could reasonably be expected to impact the Gas supply or portfolio administration services provided by Seller to Buyer.  Seller shall inform Buyer on a timely basis of Seller’s review and analysis.  Buyer shall timely communicate its interests to Seller.  Seller shall provide for representation to protect the Parties’ interest in FERC proceedings and related appeals and notify Buyer promptly concerning any conflict of interest it may identify.  In the event Seller’s interests conflict with those of Buyer, Buyer and Seller shall be free to represent their interests directly.  Seller shall provide Buyer with periodic written reports on the status of such proceedings in which Seller represents Buyer.







 


4.5.     In the event this Agreement is terminated for any reason, Buyer shall meet with Seller within five (5) days of notice of termination to reach agreement on the timely return of capacity rights to Buyer.  During such a wind-up period, Seller shall continue to provide Buyer with necessary supply services and portfolio administration services to fully meet Buyer's MDQ and MSQ.  During the wind up period, the terms and effectiveness of this Agreement shall remain in effect.  The wind up period for purposes hereof, may extend up to eighteen (18) months.  Unless terminated pursuant to Commission order under IC 8-1-2.5-7, the termination of this Agreement shall not relieve Buyer of its executory obligations under Article VII of the Settlement.


 


 


ARTICLE 5- TERM


 


   5.1.     Unless modified by 5.2 below, the term of this Agreement shall commence on the later of April 1, 2011 or the first day of the month following issuance of a final order in Cause No. 43963 and end on March 31, 2016.  If for any reason this or a successor Agreement is not in effect after March 31, 2011, this Agreement shall continue on a month-to-month basis until arrangements are made by Buyer to acquire services by some other means.


 


5.2.     Notwithstanding 5.1 above, this Agreement may be terminated prior to March 31, 2016 by either Party in the event of the failure by either Party to perform in any material respect any covenant or obligation set forth in this Agreement, and such failure is not excused by force majeure or cured within fifteen (15) business days after written notice thereof to the Party failing to perform; provided, however, if such failure is incapable of being cured within such fifteen (15) business day period and the Party failing to perform has commenced and is diligently pursuing a cure, such period shall be extended for such time as is reasonably necessary to cure such failure up to ninety (90) days.


 


5.3.     This Agreement is conditioned on the continued solvency of Buyer and Seller.  If one Party becomes insolvent or seeks bankruptcy relief, the other Party may prospectively terminate this Agreement upon prior written notice without further obligation other than to pay for services or Gas previously provided.  In such a circumstance, the Parties will implement wind-up provisions designed to continue reliable provision of service and delivery of Gas.


 


 




  





  











  






ARTICLE 6- CHANGES TO APPENDICES


 


  6.1.     The Parties agree to review Appendices attached to this Agreement annually and as necessary to make required adjustments to Buyer’s supply services.  Such changes shall be consistent with the Agreement terms.  Such changes also will be consistent with Section 3.4 (2) of the Settlement, which provides for possible adjustments in delivery services on an annual basis for the term of the Settlement.  The annual, monthly, and daily deliverability of Buyer’s Appendix Services will be designed to most effectively match Buyer’s overall sendout requirements.


 


 6.2.     Pursuant to the Commission’s Policy Governing the Filing of Affiliate Contracts adopted by the Commission March 3, 2010 in GAO2010-1, adjustments to the Agreement are not effective until filed with the Commission.  Therefore, the Parties agree to modify and execute Appendices 30 days prior to their effective date to be consistent with Section 3.1 of the Settlement and file with the Commission prior to the effective date, consistent with GAO2010-1.


 


6.3.     Each year Buyer shall timely submit to Seller peak day and annual demand data for both a normal and severe season plan in a monthly baseload and usage per degree day format.  The foregoing information is critical to Seller’s role of optimizing Buyer’s portfolio, assisting in the determination of the most efficient set of Appendix Services for Buyer, and meeting the requirements of GAO2010-1.


 


 


ARTICLE 7- OPERATIONS


 


7.1.     Buyer and Seller agree to accept for purposes of this Agreement the applicable quality, delivery pressure, measurement and other applicable rules, procedures, guidelines, tariff provisions, contractual arrangements and policies of suppliers or Transporters, as the same may change from time to time.


 


 


ARTICLE 8- FORCE MAJEURE


 


8.1.      All obligations of the Parties to this Agreement shall be suspended while and only for so long as compliance is prevented by a cause beyond the control of the Party claiming force majeure, such as an Act of God, war, civil disturbance, operational or performance failure or declaration of force majeure by a supplier, leased storage field operator, Transporter, or other service provider, operational flow order(s), federal or state or local law, or binding order of a court or governmental agency, provided the suspension shall be only to the extent performance was prevented by the event of force majeure. A Party claiming force majeure hereunder shall have the duty to make all reasonable efforts to remedy the force majeure condition as promptly as possible.


 


8.2.        Notice of force majeure must be provided with reasonably full particulars to the other Party at or near the time the Party becomes aware of the force majeure.  Notice shall be provided to the designated representatives for Buyer or Seller designated in Appendix F.


 


 




  





  











  






ARTICLE 9- TRANSPORTATION PENALTIES


 


9.1.        Seller shall be liable for all imbalance or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any third party, including without limitation Seller's upstream or other transporters and Transporters, to the extent that such penalties, cash-outs or other costs are caused by Seller's actions or inaction.  Buyer shall be liable for all imbalance or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any third parties, including without limitation Seller's upstream or other transporters and Transporters, to the extent that such penalties, cash-outs or other costs are caused by Buyer's actions or inaction.


 


 


ARTICLE 10- BILLING AND PAYMENT


 


10.1.           Following each Contract Month, Seller shall furnish, or have furnished, an itemized statement to Buyer stating the amounts due Seller pursuant to this Agreement (the "Statement").  Following the receipt of Seller's Statement, Buyer shall make Payment by the due date.  Invoice date, due date, and payment method shall be as specified in Appendix G.


 


10.2.           Interest shall accrue on all late payments commencing on the applicable due date at the then current prime rate of  J.P. Morgan, Chase Bank, or its successor, or the maximum lawful rate, whichever is lower.


 


 


ARTICLE 11- REMEDIES


 


11.1.           If Seller fails to deliver scheduled Gas and such failure to deliver is not excused under Article 8 of this Agreement, then Seller shall reimburse Buyer for the amount of increased cost to Buyer of acquiring replacement Gas, as well as additional fees or penalties incurred as a result of such failure to deliver.  The amount owed by Seller to Buyer hereunder shall be calculated as the product of (a) the difference, if positive, between the price paid for replacement Gas including any additional penalties, transportation, fuel and other variable costs incurred to receive such replacement Gas, and the then applicable commodity charge, and (b) the difference between the scheduled Gas and the quantity of Gas actually delivered by Seller.  Buyer and Seller agree to act in good faith with respect to purchases of such replacement Gas so as to minimize Seller's obligations to Buyer under this Section.


 


11.2.           If Buyer fails to receive scheduled Gas and such failure to receive is not excused under Article 8 of this Agreement, then Buyer shall reimburse Seller in an amount calculated as the product of (a) the difference, if positive, between the then applicable commodity charge and the price received from a third party purchaser, including any additional penalties, transportation, fuel and other variable costs incurred to deliver Gas to a third party purchaser, and (b) the difference between the scheduled Gas and the quantity of Gas actually received by Buyer. Seller and Buyer agree to cooperate in good faith so as to minimize Buyer's obligations to Seller under this Section.


 


11.3.           Should the Commission impose enforcement penalties on Buyer which were caused by Seller’s intentional non-compliance with the Settlement, Seller shall indemnify and hold harmless Buyer for such penalties, and any costs, fees, or expenses associated with defending such action.


 


 




  





  











  






ARTICLE 12- CORRESPONDENCE


 


12.1.           Except as provided in Section 8.2, any notice, statement or bill shall be in writing and shall be duly delivered when (a) mailed, postage prepaid, by registered, certified, or first-class mail, or (b) sent by prepaid overnight delivery to the applicable address, or (c) sent by hand delivery, or (d) sent by facsimile directed to the appropriate person and facsimile number with hard copy also delivered as in (a), (b), or (c) above.  Addresses, telephone numbers, and facsimile numbers are specified in Appendix F.


 


 


ARTICLE 13- MISCELLANEOUS


 


13.1.           This Agreement is subject to all applicable laws, orders, rules, and regulations of any state or federal governmental body or official having jurisdiction and both Seller and Buyer agree that the transactions agreed to hereunder shall be conditioned upon compliance with all such laws, orders, rules and regulations.


 


13.2.           Seller and Buyer expressly agree that laws of the State of Indiana shall govern the validity, construction, interpretation, and effect of this Agreement.


 


13.3.           Either Party may pledge, mortgage, or assign its rights hereunder as security for indebtedness.  This Agreement is otherwise non-assignable except with the prior written consent of Buyer and Seller.


 


13.4.           Notwithstanding any other provisions herein, the Parties hereto waive any and all rights, claims, or causes of action arising under this Agreement for incidental, consequential or punitive damages.  Buyer shall have the right to enforce any and all terms of this Agreement against Seller.  To the extent performance of this Agreement by either Party conflicts with the Settlement, the Parties will take corrective action in order to ensure that performance is in accordance with the Settlement.  The Parties acknowledge that a failure to take timely and appropriate corrective action may subject Buyer to compliance measures by third parties pursuant to Article VII of the Settlement.


 


13.5.           The Parties acknowledge that their respective business records and information are confidential in nature and may contain proprietary and trade secret information.   Notwithstanding the foregoing, Seller agrees to provide Buyer access to those records required to verify Seller’s statements to Buyer.  To the extent access to information is necessary consistent with the Settlement, appropriate protection of proprietary and trade secret information will be afforded.


 


13.6.           No waiver by either Party of one or more defaults or breaches by the other in performance of any of the terms or provisions of this Agreement shall operate or be construed as a waiver of any future default or breach, whether of a like or of a different character.


 




  





  











  






13.7.           The terms and conditions contained in this Agreement and its Appendices herein constitute the full and complete agreement between the Parties and any change to be made must be submitted in writing and executed by both Parties.  The Parties acknowledge that this Agreement is effective and must be carried out and enforced in a manner consistent with the Settlement.


 


13.8.           Each Party represents that it has all necessary power and authority to enter into and perform its obligations under this Agreement and that this Agreement constitutes a legal, valid and binding obligation of that Party enforceable against it in accordance with its terms, except as such enforceability may be affected by any bankruptcy law or the application of principles of equity.


 


13.9.           In the event any of the terms, covenants or conditions of this Agreement, or any amendment hereto, or the application of any such terms, covenants or conditions shall be held invalid as to any Party or circumstance by any court having jurisdiction, all other terms, covenants, or conditions of this Agreement, or any amendment hereto, and their application, shall not be affected thereby and shall remain in full force and effect.


 


13.10.           If any provision of this Agreement is declared or rendered unlawful by a court of law or regulatory authority with jurisdiction over either of the parties or deemed unlawful because of a statutory or other change in the law, or if either Party suffers a substantial economic detriment due either to a determination relating to this Agreement by such an authority, or as a result of fundamental changes in the marketplace or other substantial changes in existing circumstances, the Parties will promptly meet to determine and negotiate a mutually acceptable agreement on such replacement provisions necessary to maintain the benefits and obligations that arise under this Agreement.


 


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals.







 


"SELLER"


PROLIANCE ENERGY, LLC












By: /s/ John R. Talley____


John R. Talley,


President












"BUYER"


INDIANA GAS COMPANY, INC.












By:  /s/ Ronald E Christian      












Its:________________________









  





  











  







	
  

	
Gas Sales And Portfolio Administration Agreement












APPENDICES INDEX







Appendices will be submitted to the Commission as a compliance filing following entry of an Order in Cause No. 43963.







Title                                                                   Appendix                                           Description



	
Buyer's Primary Delivery Points               A         List Primary Delivery Points on appropriate pipelines








	  
	
Buyer’s Maximum Quantities                B         Sets forth in Dth, by month and season, Buyer’s Maximum Daily Quantities


	  
	
Portfolio Information                   C          Lists current Delivery Services


	  






	
Supplier Reservation Costs                  D          Lists Monthly and Seasonal Supplier Reservation Costs








	  
	
Commodity Purchases-Gas Cost                 E          Incorporates the GCIM that is part of the Incentive Mechanism Settlement Agreement


	  
	
Notices                        F          Addresses for purposes of notice to Seller and Buyer


	  
	
Invoice/Payment Data                   G          Sets invoice date and payment terms


	  
	
Demand Cost Credit                   H          Sets Demand Cost Credit determined per Settlement


	  
	
Diversion of Entitlements                  I          Entitlements diverted from and to Buyer


	  
	
Portfolio Services                    J          Specifics on portfolio services
























  





  











  







	
  

	
Gas Sales and Portfolio Administration Agreement







 


APPENDICES INDEX







Buyer's Primary Delivery Points                                                       A







Buyer’s Maximum Quantities                                                            B







“Reserved for Future Use”                                                                C







Supplier Reservation Costs                                                               D







Commodity Purchases-Gas Cost


 Incentive Mechanism                                                                    E







Notices                     F







Invoice/Payment Data                                                                   G







Demand Cost Charges                                                                   H







Diversion of Entitlements                                                                  I







Portfolio Services                                                                     J - M









  





  











  


                                                                                     Cause # 43963




    IGC-Appendix A


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







 


APPENDIX A - Buyer’s Primary Delivery Points


 


North/East System


 


Delivery Points


 



	
2509                      Dana


2510                      Danville


2515                      Elwood


2516                      Fairmount


2530                      Noblesville


2531                      North Salem


2535                      Richmond  


2538                      Tipton  


2576                      Huntington


2597                      Crawfordsville


2605                      Upland


2684                      Unionport


2751                      Montpelier


2754                      Sheridan


2757                      Bloomingdale


2772                      Newport


2780                      Lebanon


2795                      Anderson


2796                      Zionsville

	
2812                     Carpentersville


2822                      Fowlerton


2823                      Richmond


5233                      Anderson 121N Rural


5530                      Cent. Ind. Rurals


5531                      West of Zionsville


5532                      North of Zionsville


5534                      East of King


5864                      King


010530010            East Hancock School


010530030            Hope


010530070            Dunkirk


032150100            Muncie


037045550            ANR Storage Facilities ANRNNS


NN Service Injection Points


PEPL           IND GAS-INJ


CGCU                      Points of Interconnection


 with Citizens Gas & Coke Utility














  





  











  






 







 


                                                                                                                     Cause # 43963


    IGC-Appendix A


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011







APPENDIX A - Buyer’s Primary Delivery Points


 


Central System


 


Delivery Points


 



	
14411                      Bedford


14412                      Bedford


14431                      Columbus


14432                      Columbus


14433                      Columbus


14461                      Bargersville


14463                      Bargersville


14481                      Mitchell


14482                      Mitchell


14491                      Needmore


14492                      Needmore


14493                      Needmore

	
14501                      Seymour


14511                      Waynesville


14512                      Waynesville


14521                      Rural (Mitchell)


14522                      Rural (Martinsville)


14531                      Crane


14533                      Crane


18531                      Rural Ind.


037047100              West Shelbyville


CGCU                     Points of Interconnection with Citizens Gas & Coke Utility


70018                      TETCO Seymour












 


Terre Haute System


 


Delivery Points


 



	
14523                      Rural (Terre Haute)


14531                      Crane


14533                      Crane


18421                      Sand Cut


18422                      Sand Cut


18423                      Sand Cut


18424                      Sand Cut


18451                      Clinton


18452                      Clinton


18461                      Hercules Clinton


18462                      Hercules Clinton

	
18491                      Terre Haute-2


18492                      Terre Haute-2


18511                      Terre Haute-4


18521                      Stuckey Rd.


18522                      Stuckey Rd.


18523                      Stuckey Rd.


18541                      Terre Haute-6


18542                      Terre Haute-6


18571                      Magaret (Terre Haute)


18573                      Magaret (Terre Haute)


 












 


South System


 


Delivery Point


 


17031                      Locust, KY                                                                  17032                      Locust, KY


17041                      Moorefield, In.                                                        17042                      Moorefield, In.


17251                      Crestwood, KY                                17252                      Crestwood, KY


 







 


Greensburg System


 


Delivery Point


 


70017                      Greensburg


70940                      Westport


TETCO                   TETCO Storage Facilities


 




  





  











  






Cause # 43963


    IGC-Appendix A


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 3


           April 1, 2011












 


 


Amendment


 


Seller and Buyer agree that this Appendix A may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix A.


 







 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         









  





  











  






Cause # 43963


    IGC-Appendix B


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







 


APPENDIX B - Buyer’s Maximum Quantities


 







 


Maximum Daily Quantities (in Dth)


 







              Central/


Month                         North/East                         Terre Haute                              South                      Westport


 


 


April          194,112       89,628          31,983          750


 


May          184,115       44,718          14,566          750


 


June          184,115       41,718          14,566          750


 


July          184,115       41,718          14,566          750


 


August         184,115       41,718          14,566         750


 


September        184,115       41,718          14,566         750


 


October         194,115       100,050          37,282         750


 


November         419,115       115,087          53,887         750


 


December             419,115       185,087          53,887         750


 


January                419,115       185,087          53,887         750


 


February             419,115       185,087         53,887           750


 


March                 419,115       115,087          53,887          750


 







 







 


 


Amendment


 


Seller and Buyer agree that this Appendix B may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix B.


 








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






Cause # 43963


    IGC-Appendix D


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX D - Supplier Reservation Costs


 







 


Supplier Reservation Costs


November 1, 2010 through October 31, 2011







 


I.      Reserved Commodity Quantities


 


a. Monthly Base load Reserved Quantity (Dth/Day)


 


System


 



	
 


Month

	
 


PEPL

	
 


ANR

	
 


North/East

	
Central/Terre Haute/South Texas Gas

	
TETCO


Greensburg


	
November, 2010

	
97,086

	
0

	
97,086

	
12,394

	
159


	
December, 2010

	
172,086

	
0

	
172,086

	
19,634

	
266


	
January, 2011

	
172,086

	
0

	
172,086

	
21,916

	
266


	
February, 2011

	
142,087

	
0

	
142,087

	
20,680

	
266


	
March, 2011

	
107,087

	
0

	
107,087

	
10,349

	
213


	
April, 2011

	
101,017

	
0

	
101,017

	
26,339

	
106


	
May, 2011

	
98,920

	
0

	
98,920

	
18,738

	
              53


	
June, 2011

	
113,779

	
0

	
113,779

	
13,458

	
53


	
July, 2011

	
108,559

	
0

	
108,559

	
12,868

	
53


	
August, 2011

	
108,559

	
0

	
108,559

	
12,972

	
53


	
September, 2011

	
113,778

	
0

	
113,779

	
15,346

	
53


	
October, 2011

	
113,779

	
0

	
113,779

	
22,602

	
106












 


Buyer and Seller agree that some portion of the quantities identified as Monthly Baseload Reserved Quantities may be provided at fixed, collared, or hedged prices mutually agreed upon pursuant to the GCIM.


 




  





  











  






Cause # 43963


    IGC-Appendix D


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011












 


APPENDIX D - Supplier Reservation Costs


 


b. Daily Swing Reserved Quantity (Dth/Day)


 


System


 



	
 


Month

	
 


PEPL

	
 


ANR

	
 


North/East

	
 


Texas Gas

	
 


MGT

	
 


Central/Terre Haute/South

	
 


TETCO


Greensburg


	
November, 2010

	
107,202

	
66,367

	
173,569

	
71,580

	
8,081

	
79,661

	
635


	
December, 2010

	
32,202

	
66,367

	
98,569

	
64,366

	
8,081

	
72,447

	
532


	
January, 2011

	
32,202

	
66,367

	
98,569

	
62,094

	
8,081

	
70,175

	
532


	
February, 2011

	
62,201

	
66,367

	
128,568

	
63,325

	
8,081

	
71,406

	
532


	
March, 2011

	
97,021

	
66,367

	
163,388

	
73,622

	
8,081

	
81,703

	
585


	
April, 2011

	
60,898

	
0

	
60,898

	
26,415

	
5,051

	
31,466

	
106


	
May, 2011

	
62,996

	
0

	
62,996

	
33,994

	
5,051

	
39,045

	
106


	
June, 2011

	
32,478

	
0

	
32,478

	
29,009

	
5,051

	
34,060

	
106


	
July, 2011

	
32,479

	
0

	
32,479

	
29,599

	
5,051

	
34,650

	
106


	
August, 2011

	
32,479

	
0

	
32,479

	
29,495

	
5,051

	
34,546

	
106


	
September, 2011

	
48,137

	
0

	
48,137

	
37,374

	
5,051

	
42,425

	
106


	
October, 2011

	
48,137

	
0

	
48,137

	
30,142

	
5,051

	
35,193

	
106












 


Buyer and Seller agree that some portion of the quantities identified as Daily Swing Reserved Quantities may be provided at fixed, collared, or hedged prices mutually agreed upon pursuant to the GCIM.


 


II.      Applicable Reservation Rates ($/Dth/Day)


 







 



	
System

	
Winter Months (Nov.-Mar.)

	
Summer Months (Apr.-Oct.)


	  	
Monthly


Index


Reserved


Quantity

	
Daily


Index


Reserved


Quantity

	
Monthly


Index


Reserved


Quantity

	
Daily


Index


Reserved


Quantity


	
North/East

	
$0.0000

	
$0.0056

	
$.0004

	
$.0050


	
Central/Terre Haute/South

	
$0.0025

	
$0.0075

	
$.0025

	
$.0031


	
Greensburg

	
$0.0200

	
$0.0200

	
$.0200

	
$.0200












 




  





  











  











 


Cause # 43963


    IGC-Appendix D


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 3


           April 1, 2011







APPENDIX D - Supplier Reservation Costs


 







 


 


Amendment


 


Seller and Buyer agree that this Appendix D may be amended from time to time by mutual agreement of the Parties, which ultimately will be memorialized in a revised Appendix D.


 







 








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






Cause # 43963


    IGC-Appendix E


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX E –Commodity Purchases – Gas Cost Incentive Mechanism







The commodity purchased by Buyer shall be provided in accordance with the Commission approved Gas Cost Incentive Mechanism described in Appendix E of the Settlement.   All record keeping and reporting shall be performed in a manner consistent with the terms of the GCIM.  Seller agrees and acknowledges the reasonableness of the Gas purchases made shall be subject to review to ensure such purchases were made in a manner consistent with the terms of the GCIM.







For Summer Leased Storage Refill:


 


For summer refill of leased storage, Buyer shall pay to Seller an amount based on averaging the seven summer monthly indices for the applicable supply area, and based upon presuming storage refill quantities to be equally split between the summer months.  For summer refill of company storage, the parties will agree on the extent to which an index average method will be used, after consideration of the operational scheduling needs of company storage.  In addition, all other applicable variable costs as identified below shall apply.


 







 


For Storage Withdrawals:


 


For quantities of storage withdrawals for which Buyer has previously paid for commodity, applicable storage withdrawal variable costs as identified below shall apply.


 







 


For Applicable Indices:


 


Contract No.                                Contract Rate                                   Index


 


WDS 3                                Appendix J.3                                   ANR – Louisiana


 


WDS 4                                Appendix J.4                                   PEPL – Texas, Oklahoma


 


ADS 5                                Appendix K.5                                   Chicago-LDCs, large e-us


 


ADS 6                                Appendix K.6                                   Texas Gas – Zone SL


 


ADS 9                                Appendix K.9                                   Texas Gas – Zone SL


 


ADS 10                                Appendix K.10                               Texas Gas – Zone SL


 


ADS 11                                Appendix K.11                               PEPL – Texas, Oklahoma


 


ADS 14                                Appendix K.14                               TETCO – (ELA, WLA, ETX, STX)


 




  





  











  






Cause # 43963


    IGC-Appendix E


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011







APPENDIX E- Commodity Purchases - Other Variable Costs


 







 


The other variable costs applicable to Nominated Daily Quantities and Balancing Quantities shall be determined based upon the rates and charges applicable under each transporter’s tariff, including the sheets identified below, as well as other applicable sheets, as all of those sheets may be in effect from time to time, and costs arising under applicable agreements, including the agreements identified below, as well as this Agreement.


 







 



	
  

	
North/East







 



	
  

	
PEPL







 


Contract No.                                Contract Rate


 


WDS 4                                           Appendix J.4


 


ADS 11                                           Appendix K.11


 


ADS 12                                           Appendix K.12


 


SDS 1                                Appendix M.1


 



	
  

	
North/East & Central







 



	
  

	
ANR







 


Contract No.                                Contract Rate


 


WDS 2                                           Appendix J.2


 


WDS 3                                           Appendix J.3


 







 



	
  

	
Central/Terre Haute System







 



	
  

	
Texas Gas Z-3







 


Contract No.                                Contract Rate


 


ADS 5                                           Appendix K.5


 


ADS 6                                           Appendix K.6


 


ADS 9                                           Appendix K.9


 







 



	
  

	
South System







 



	
  

	
Texas Gas Z-4







 


Contract No.                                Contract Rate


 


ADS 9                                           Appendix K.9


 


ADS 10                                           Appendix K.10


 







 



	
  

	
Westport System







 



	
  

	
Texas Eastern







 


Contract No.                                           Contract Rate


 


ADS 14                                           Appendix K.14


 




  





  











  






Cause # 43963


    IGC-Appendix E


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 3


           April 1, 2011












 


APPENDIX E - Commodity Purchases - Other Variable Costs


 







 


While Seller and Buyer agree that the identified tariff sheets and agreements are intended to be a complete listing of the applicable tariff sheets and applicable agreements, they further agree that the omission of the reference of one or more sheets or agreements from that list will not affect Buyer’s obligation to Seller for rates, charges and costs incurred thereunder.


 


Amendment


 


Seller and Buyer agree that this Appendix E may be amended from time to time by mutual agreement of the Parties, which ultimately will be memorialized in a revised Appendix E.


 







 



 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  











                                                                                                                     Cause # 43963


    IGC-Appendix F


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







Appendix F- Notices


 


Invoice Information:


 


Buyer:                                                                           Seller:


Indiana Gas Company, Inc.                                             Accounting/ Treasury


Attn.: Director, Gas Supply                                             ProLiance Energy, LLC


One Vectren Square                                                          111 Monument Circle


Suite 2200


Evansville, IN. 47708                                                          Indianapolis, IN 46204-5178


(812) 491-4670                                                                     (317) 231-6800







 


Payments:


 


Buyer:                                                                           Seller:


PNC Bank                                                                Fifth Third Bank


                                                                                  Cincinnati, Ohio


For the Account of:                                               For the Account of:


  Indiana Gas Company, Inc.                                     ProLiance Energy, LLC


                                     ABA #42000314


                            ACCT #7653296074


 


Supply Plans/Operational/Force Majeure:


 


Buyer:                                                                    Seller:


Supply Plans                                                       Supply Plans


Stephanie Willis, Senior Gas Supply Analyst         Chris Kershner


(812) 491-4486                                                                (317) 231-6952


 


Operational                                                                Operational


Randy Gary                                                                Chris Kershner


(812) 491-4730                                                            (317) 231-6952


 


Force Majeure                                                                Force Majeure


Randy Gary (812) 491-4730                                            Chris Kershner - (317) 231-6952


Perry M. Pergola (812) 491-4670                                    Paula Montgomery- (317) 231-6946


Gas Controller on Duty (812) 491-4530                         John Mehling - (317) 231-6935


Indiana Gas Company, Inc.                                             ProLiance Energy, LLC


One Vectren Square                                                          111 Monument Circle


Evansville, IN  47708                                                         Suite 2200


(812) 491-4687 (Telecopy)                                                Indianapolis, Indiana 46204-5178


                               (317) 231-6901 (Telecopy)


 


All Other Notices:


 


Buyer:                                                                           Seller:


Indiana Gas Company, Inc.                                         ProLiance Energy, LLC


Attn.:  Director, Gas Supply                                        Attn:  Paula Montgomery


One Vectren Square                                                      Attn:  John Mehling


Evansville, IN  47708                                                     111 Monument Circle


Suite 2200


                         Indianapolis, Indiana 46204-5178


 




  





  











  






                                                                                                                     Cause # 43963


    IGC-Appendix F


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011












 


APPENDIX F- Notices


 


(Continued)


 


Amendment


 


Seller and Buyer agree that this Appendix F may be amended from time to time as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix F.


 







 








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






Cause # 43963


    IGC-Appendix H


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX H – Demand Cost Charges







This Annual Net Demand cost covers all delivery services provided by Seller to Buyer under Appendix I through Appendix M.1.  Other, additional, charges payable by Buyer to Seller for delivery services are specifically described in each Appendix Service (Appendix I through Appendix M.1)













	
Month

	
Gross Demand Cost

	
Demand Credit

	
Net Demand Cost


	
Apr

	
$4,594,586.00

	
$51,760.00

	
$4,542,826.00


	
May

	
$3,872,714.00

	
$51,759.00

	
$3,820,955.00


	
Jun

	
$3,836,414.00

	
$51,760.00

	
$3,784,654.00


	
Jul

	
$3,855,489.00

	
$51,759.00

	
$3,803,730.00


	
Aug

	
$3,855,489.00

	
$51,759.00

	
$3,803,730.00


	
Sep

	
$3,836,414.00

	
$51,760.00

	
$3,784,654.00


	
Oct

	
$4,836,236.00

	
$51,759.00

	
$4,784,477.00


	
Nov

	
$6,332,553.00

	
$51,760.00

	
$6,280,793.00


	
Dec

	
$7,067,291.00

	
$51,759.00

	
$7,015,532.00


	
Jan

	
$7,067,291.00

	
$51,759.00

	
$7,015,532.00


	
Feb

	
$6,946,295.00

	
$51,759.00

	
$6,894,536.00


	
Mar

	
$6,393,051.00

	
$51,759.00

	
$6,341,292.00


	
Total

	
$62,493,823.00

	
$621,112.00

	
$61,872,711.00























 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






Cause # 43963


    IGC-Appendix I


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


          April 1, 2011







APPENDIX I- Diversion of Entitlements


 







 


I.  Diversion of Delivered Gas Sales Entitlements from Buyer


 


Seller shall have the right to schedule entitlements of Buyer to Citizens Gas & Coke Utility, provided that:


 



	
  

	
A.

	
Seller shall reimburse Buyer for applicable variable costs Buyer incurs in replacing diverted supply with its own on system gas sources.







 



	
  

	
B.

	
If such diversion causes Buyer to incur gas costs related to on system gas sources, Seller shall reimburse Buyer or otherwise assure Buyer suffers no economic detriment from such incurrence of gas costs.







 



	
  

	
C.

	
The “Shoulder Month Season” shall be the consecutive months of October, November, December, January, February, March and April during the term of this Agreement.  Unless otherwise agreed, the maximum diversion quantity shall not exceed 70,000 Dth on any day or 700,000 Dth for any Shoulder Month Season.







 



	
  

	
D.

	
Seller shall administer Buyer’s gas supply portfolio such that any diversion will not endanger Buyer’s ability to meet system demands.







 







 


II.  Diversion of Entitlements to Buyer


 


Buyer shall have the right to entitlements from Seller, as follows:


 


   A.  Delivered Peaking Sales Service (“PSS”)


 


1.  Seller shall provide Buyer PSS with the following entitlements:


 



	
Contract Month

	
Maximum Daily PSS

	
Maximum Annual PSS


	
December

	
70,000 Dth/day

	
700,000 Dth during any


	
January

	
70,000 Dth/day

	
December, January,


	
February

	
70,000 Dth/day

	
February period












 



	
  

	
2.    Unless otherwise agreed upon, Seller shall provide 40,000 of the entitlements to Buyer’s Central system and 30,000 of the entitlements to Buyer’s North/East System.







 



	
  

	
3.

	
For PSS nominated for Buyer, Buyer shall pay Seller ;







 



	
  

	
a. The total cost/Dth of Appendix I Diversions from Citizens Gas & Coke Utility to Seller for the applicable gas day,  plus any cost to transfer or exchange the diverted gas.







 



	
  

	
4.

	
PSS service expires March 31, 2012.







 




  





  











  






Cause # 43963


    IGC-Appendix I


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No.2


          April 1, 2011







APPENDIX I- Diversion of Entitlements


 













	
  

	
Amendment







 


Seller and Buyer agree that this Appendix I may be amended from time to time by mutual agreement of the Parties, which amendment ultimately will be memorialized in a revised Appendix I.


 








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         














  





  











  






Cause # 43963


 IGC-Appendix J.2


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No.1


          April 1, 2011







APPENDIX J.2 - Winter Delivery Service 2







Winter Delivery Service (“WDS 2”)








	
1.  

	
WDS 2 shall incorporate the no-notice features, cyclability, annual storage deliverability, and other service provisions (“Service Provisions”) reflected in ANR FERC Tariffs for ETS, NNS and FSS.








	
2.  

	
Seller shall provide Buyer with WDS 2 with the following delivered service entitlements:












Contract Months                              Nominated Daily Qty                                                                        Un-Nominated Daily Qty          Maximum Daily Qty







November - March                                  30,000 Dth/day                                                 29,000 Dth/day                                    59,000 Dth/day


April-October                                                                       29,000 Dth/day                      29,000 Dth/day







                      Max Annual WDS 2 - 4,476,000 Dth







     3. Buyer shall pay Seller as follows:








	
  

	
a.

	
For WDS 2 Commodity:







Summer purchase quantities will be determined jointly, by both parties, prior to April 1 of each year.  During each summer month, Buyer shall pay Seller one-seventh of the summer purchase quantity times the agreed Monthly Index price. Other purchases shall be agreed upon, by Buyer and Seller; pursuant to Appendix E.








	
  

	
b.

	
For WDS 2 Variable Costs:







Variable Cost & Fuels under applicable max rate tariffs for ANR ETS, FSS and NNS tariff. Applicable pipeline costs if any as agreed to by both parties.








	
  

	
c.      For WDS 2 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.







      4.  Notice for this WDS 2 service is March 31, 2018. Service expires March 31, 2019.












Amendment







Seller and Buyer agree that this Appendix J.2 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix J.2.


















 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






        Cause # 43963


  IGC-Appendix J.3


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011













	
  

	
APPENDIX J.3 - Winter Delivery Service 3













	
  

	
Winter Delivery Service 3 ANR (“WDS 3”)













	
  

	
1.

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 3 with the following delivered service entitlements:












Contract Months                              Max Nominated


    Daily Qty







November - March                                             32,500 Dth/day







April - October                                           0 Dth/day







2.          Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s North/East/Central system.







3.          Buyer shall pay Seller as follows:







a.         For Nominated Commodity as follows:


Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.







b.         For WDS 3 Variable Costs:


Variable Cost & Fuels under applicable max rate tariffs for ANR ETS tariff (ML-3) and other applicable pipeline costs if any as agreed to by both parties.


 

 


c.         For WDS 3 Other Costs:


Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.







4.          Service expires March 31, 2012.








	
  

	
5.

	
Sellers provisions of WDS 3 shall be subject to the provisions of service reflected in ANR’s Gathering & ETS tariffs, as well as other ANR FERC tariffs as may be applicable to the provision of those services.












Amendment







Seller and Buyer agree that this Appendix J.3 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix J.3



 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






        Cause # 43963


  IGC-Appendix J.4


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011


















	
  

	
APPENDIX J.4 - Winter Delivery Service 4













	
  

	
Winter Delivery Service 4 PEPL (“WDS 4”)













	
  

	
1.

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 4 with the following delivered service entitlements:












Contract Months                              Max Nominated


    Daily Qty







November - March                                             32,500 Dth/day







April - October                                                  0 Dth/day







2.          Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s North/East system.







3.          Buyer shall pay Seller as follows:







a.         For Nominated Commodity as follows:


Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.







b.         For WDS 4 Variable Costs:


Variable Cost & Fuels under applicable max rate tariffs for PEPL EFT tariff  (Field - 700) and other applicable pipeline costs if any as agreed to by both parties.


 

 


c.         For WDS 4 Other Costs:


Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.







4.          Service expires March 31, 2012.








	
  

	
5.

	
Sellers provisions of WDS 4 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.












Amendment







Seller and Buyer agree that this Appendix J.4 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix J.4



 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






       Cause # 43963


IGC-Appendix K.5


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.5 - Annual Delivery Service 5







Annual Delivery Service 5 (“ADS 5”)








	
  

	
1.

	
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:












Contract Months                                  Maximum Daily ADS 5                                        Maximum Monthly ADS 5







November – October                                   8,000 Dth/day                                  8,000 Dth times the number


            of days in the month.













	
  

	
2.

	
Delivery of these volumes will be into the Central system.








	
  

	
3.

	
Buyer shall pay Seller as follows:













	
  

	
a.

	
For ADS 5 Commodity as follows:







Purchase quantities will be determined Priced at Chicago Index pursuant to Appendix E pricing.


b.      For ADS 5 Variable Costs:


Variable Costs & Fuels under applicable max rate tariffs for Midwestern Gas Transmission FT-A (Chicago to Texas Gas Zone 3) and Texas Gas FT (Zone 3 to Zone 3) (together the “Chicago Route”)








	
  

	
c.

	
For ADS 5 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
Notice for this ADS 5 service is November 30, 2010. Service expires May 31, 2011.













	
  

	
5.

	
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.












Amendment







Seller and Buyer agree that this Appendix K.5 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.5.













 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  











  






       Cause # 43963


IGC-Appendix K.5


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


            June 1, 2011







APPENDIX K.5 - Annual Delivery Service 5







Annual Delivery Service 5 (“ADS 5”)








	
  

	
1.

	
Starting June 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:












Contract Months                                  Maximum Daily ADS 5                                        Maximum Monthly ADS 5







November – October                            5,000 Dth/day                                   5,000 Dth times the number


                                    of days in the month.













	
  

	
2.

	
Delivery of these volumes will be into the Central system.








	
  

	
3.

	
Buyer shall pay Seller as follows:













	
  

	
a.

	
For ADS 5 Commodity as follows:







Purchase quantities will be determined Priced at Chicago Index pursuant to Appendix E pricing.


b.      For ADS 5 Variable Costs:


Variable Costs & Fuels under applicable max rate tariffs for Midwestern Gas Transmission FT-A (Chicago to Texas Gas Zone 3) and Texas Gas FT (Zone 3 to Zone 3) (together the “Chicago Route”)








	
  

	
c.

	
For ADS 5 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
Notice for this ADS 5 service is November 30, 2011. Service expires May 31, 2012.













	
  

	
5.

	
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.












Amendment







Seller and Buyer agree that this Appendix K.5 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.5.








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






        Cause # 43963


IGC-Appendix K.6


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.6 - Annual Delivery Service 6







Annual Delivery Service 6 TGT (“ADS 6”)








	
1.  

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 6 with the following delivered service entitlements:













	
Contract


Month

	
MNDQ


Central

	
MNDQ


Terre Haute

	
MUNDQ


Central

	
MUNDQ


Terre Haute

	
Total


MDQ


	
November-March

	
19,458

	
27,023

	
36,788

	
30,318

	
113,587


	
April

	
7,787

	
22,431

	
33,712

	
11,200

	
75,130


	
May-September

	
7,787

	
22,431

	
0

	
0

	
30,218


	
October

	
7,787

	
22,431

	
47,133

	
11,200

	
88,551












Maximum Seasonal Qty                                                Nov. – Mar.                                Apr. – Oct.


               9,000,000                                 4,485,333







Unnominated Winter Seasonal Qty                              1,981,333                                








	
  

	
2.

	
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s Central and Terre Haute systems (as outlined above).












3.          Buyer shall pay Seller as follows:








	
  

	
a.

	
For Unnominated Quantities:







Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season.  During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.








	
  

	
b.

	
For Nominated Commodity as follows:








	
  

	
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.













	
  

	
c.

	
For ADS 6 Variable Costs:







Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule Zone 3 and other applicable costs, if any as billed.



	
  

	 






	
  

	
d.

	
For ADS 6 Other Costs:








	
  

	
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.












4.          Notice for this ADS 6 service is October 31, 2010. Service expires October 31, 2011.








	
  

	
5.

	
Sellers provisions of ADS 6 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services














  





  











  











        Cause # 43963


  IGC-Appendix J.6


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011







Amendment







Seller and Buyer agree that this Appendix K.6 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.6


















 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         







 




  





  











  






        Cause # 43963


IGC-Appendix K.6


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


  November 1, 2011







APPENDIX K.6 - Annual Delivery Service 6







Annual Delivery Service 6 TGT (“ADS 6”)








	
2.  

	
Starting November  1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 6  with the following delivered service entitlements:













	
Contract


Month

	
      MNDQ


Central

	
MNDQ


Terre Haute

	
MUNDQ


Central

	
MUNDQ


Terre Haute

	
Total


MDQ


	
November-March

	
27,553

	
14,836

	
39,779

	
21,419

	
103,587


	
April

	
17,912

	
  9,646

	
26,622

	
14,336

	
 68,516


	
May-September

	
17,912

	
  9,646

	  	  	
 27,558


	
October

	
17,912

	
  9,646

	
39,897

	
13,300

	
 80,755












Maximum Seasonal Qty                                                Nov. – Mar.                                Apr. – Oct.


               8,207,672                                 4,090,529







Unnominated Winter Seasonal Qty                           1,806,897                                








	
  

	
2.

	
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s Central and Terre Haute systems (as outlined above).












3.          Buyer shall pay Seller as follows:








	
  

	
a.

	
For Unnominated Quantities:







Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season.  During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.








	
  

	
b.

	
For Nominated Commodity as follows:








	
  

	
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.













	
  

	
c.

	
For ADS 6 Variable Costs:







Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule Zone 3 and other applicable costs, if any as billed.



	
  

	 






	
  

	
d.

	
For ADS 6 Other Costs:








	
  

	
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.







     




  





  











  






   Cause # 43963


IGC-Appendix K.6


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


  November 1, 2011








	
  

	
4.

	
Notice & Service Expiration Dates for this ADS 6 service as detailed below:













	
a.  

	
Notice Oct 31, 2012Service Expires : Oct 31, 2013













	
Contract


Month

	
      MNDQ


Central

	
MNDQ


Terre Haute

	
MUNDQ


Central

	
MUNDQ


Terre Haute

	
Total


MDQ


	
November-March

	
9,184

	
4,945

	
13,260

	
7,140

	
34,529


	
April

	
5,971

	
 3,215

	
8,874

	
4,779

	
22,839


	
May-September

	
5,971

	
3,215

	  	  	
  9,186


	
October

	
5,971

	
3,215

	
13,299

	
4,434

	
26,919


	  	  	
Nov. – Mar

	
Apr. – Oct

	  	  
	
Maximum Seasonal Qty

	
2,735,891

	
1,363,510

	  	  
	
Un-nominated Winter Seasonal Qty

	
    602,299

	  	  	  











	
b.  

	
 Notice Oct 31, 2013Service Expires : Oct 31, 2014













	
Contract


Month

	
      MNDQ


Central

	
MNDQ


Terre Haute

	
MUNDQ


Central

	
MUNDQ


Terre Haute

	
Total


MDQ


	
November-March

	
9,184

	
4,945

	
13,260

	
7,140

	
34,529


	
April

	
5,971

	
 3,215

	
8,874

	
4,779

	
22,839


	
May-September

	
5,971

	
3,215

	  	  	
  9,186


	
October

	
5,971

	
3,215

	
13,299

	
4,434

	
26,919


	  	  	
Nov. – Mar

	
Apr. – Oct

	  	  
	
Maximum Seasonal Qty

	
2,735,891

	
1,363,510

	  	  
	
Un-nominated Winter Seasonal Qty

	
    602,299

	  	  	  





 

 



	
c.  

	
Notice Oct 31, 2015Service Expires : Oct 31, 2016













	
Contract


Month

	
      MNDQ


Central

	
MNDQ


Terre Haute

	
MUNDQ


Central

	
MUNDQ


Terre Haute

	
Total


MDQ


	
November-March

	
9,185

	
4,946

	
13,259

	
7,139

	
34,529


	
April

	
5,970

	
 3,216

	
8,874

	
4,778

	
22,838


	
May-September

	
5,970

	
3,216

	  	  	
  9,186


	
October

	
5,970

	
3,216

	
13,299

	
4,432

	
26,917


	  	  	
Nov. – Mar

	
Apr. – Oct

	  	  
	
Maximum Seasonal Qty

	
2,735,890

	
1,363,509

	  	  
	
Un-nominated Winter Seasonal Qty

	
    602,299

	  	  	  












  





  











  






        Cause # 43963


IGC-Appendix K.6


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 3


  November 1, 2011













	
  

	
5.

	
Sellers provisions of ADS 6 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services












Amendment







Seller and Buyer agree that this Appendix K.6 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.6








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






                                                                                                                       Cause # 43963


IGC-Appendix K.9


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.9 - Annual Delivery Service 9







Annual Delivery Service 9 TGT (“ADS 9”)








	
  

	
1.

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 9 with the following delivered service entitlements:













	
Contract Month

	
Max Nominated








	
  

	
    Daily Qty













	
November - March

	
20,000 Dth/day













	
April - October

	
10,000 Dth/day












 

 



	
  

	
2.

	
Unless otherwise agreed upon, Seller shall provide 6,500 Dth/day of entitlements to Buyer’s Central System, the remaining entitlements shall be provided to Buyer’s South system.












3.           Buyer shall pay Seller as follows:








	
  

	
a.

	
For Nominated Commodity as follows:








	
  

	
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.













	
  

	
b.

	
For ADS 9 Variable Costs:







Variable Cost & Fuels under the effective max rate Texas Gas FT rate schedule (SL-Zone 3 for Central System and SL-Zone 4 for South system) and other applicable costs, if any as billed.



	
  

	 






	
  

	
c.

	
For ADS 9 Other Costs:








	
  

	
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.












4.          Notice for this ADS 9 service is March 31, 2011. Service expires March 31, 2012.








	
  

	
5.

	
Sellers provisions of ADS 9 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.












Amendment







Seller and Buyer agree that this Appendix K.9 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.9








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






                                                                                                                        Cause # 43963


IGC-Appendix K.10


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.10 - Annual Delivery Service 10







Annual Delivery Service 10 TGT (“ADS 10”)







1.           Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 10 with the following delivered service entitlements:







Contract Months                                                      Max Nominated                          Max Unnominated               Total MDQ 


   Daily Qty                                     Daily Qty







November - March                          15,192 Dth/day                 26,495 Dth/day          41,687 Dth/day







April                                                  11,066 Dth/day                  17,417 Dth/day                                   28,483 Dth/day







May - September                             11,066 Dth/day                                   11,066 Dth/day







October                                             11,066 Dth/day                   22,716 Dth/day                                  33,782 Dth/day












Maximum Seasonal Qty                                            Nov. – Mar.                                Apr. – Oct.


            3,462,143                                    1,200,000


Unnominated Winter Seasonal Qty                                                           1,168,151                                








	
2.  

	
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.













	
3.  

	
Buyer shall pay Seller as follows:













	
  

	
a.

	
For Unnominated Quantities:








	
  

	
Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season.  During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.













	
  

	
b.

	
For Nominated Commodity as follows:








	
  

	
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.













	
  

	
c.

	
For ADS 10 Variable Costs:








	
  

	
Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule (Zone 4) and other applicable costs, if any as billed.








	
  

	 






	
  

	
d.

	
For ADS 10 Other Costs:








	
  

	
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.


















	
4.  

	
Notice for this ADS 10 service is October 31, 2010. Service expires October 31, 2011.













	
  

	
5.

	
Sellers provisions of ADS 10 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.







 




  





  











  






        Cause # 43963


IGC-Appendix K.10


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011







Amendment







Seller and Buyer agree that this Appendix K.10 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.10



 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         







                                                                                                                     




  





  











  






                                             Cause # 43963


                                                              IGC-Appendix K.10


                                  Gas Sales And Portfolio Administration Agreement                                                                            Revised Page No. 1


                                           November 1, 2011







APPENDIX K.10 - Annual Delivery Service 10







Annual Delivery Service 10 TGT (“ADS 10”)








	
  

	
1.

	
Starting November  1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 10 with the following delivered service entitlements:












Contract Months               Max Nominated                                Max Unnominated                Total MDQ 


        Daily Qty                                 Daily Qty







November - March               14,718 Dth/day                                             25,669 Dth/day         40,387 Dth/day







April                                   10,721 Dth/day                                    16,873 Dth/day                                27,594 Dth/day




    May - September                           10,721 Dth/day                                                                                              10,721 Dth/day







October                                   10,721 Dth/day                                    22,007 Dth/day                                32,728 Dth/day












Maximum Seasonal Qty                                           Nov. – Mar.                                Apr. – Oct.


                3,354,151                            1,162,588


Un-nominated Winter Seasonal Qty                                         1,131,733                                








	
5.  

	
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.













	
6.  

	
Buyer shall pay Seller as follows:













	
  

	
a.

	
For Un-nominated Quantities:








	
  

	
Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season.  During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.













	
  

	
b.

	
For Nominated Commodity as follows:








	
  

	
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.













	
  

	
c.

	
For ADS 10 Variable Costs:








	
  

	
Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule (Zone 4) and other applicable costs, if any as billed.








	
  

	 






	
  

	
d.

	
For ADS 10 Other Costs:








	
  

	
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.



















  





  











  






       Cause # 43963


IGC-Appendix K.10


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


  November 1, 2011







 



	
7.  

	
Notice & Expiration dates for the following portions of ADS 10 service as listed below:













	
a.  

	
Notice Oct 31, 2013Service Expires : Oct 31, 2014







 

 



Contract Months                                           Max Nominated                                                          Max Unnominated                Total MDQ


           Daily Qty                                            Daily Qty





November - March                                          7,359 Dth/day                                     12,834 Dth/day                               20,193 Dth/day













April                                                 5,361 Dth/day                                       8,436 Dth/day                               13,797 Dth/day







May - September                                             5,361 Dth/day                                                                              5,361 Dth/day







October                                            5,361 Dth/day                                     11,003 Dth/day                               16,364 Dth/day










Maximum Seasonal Qty.                                                                  Nov. – Mar.                               Apr. – Oct.


               1,677,076                                 581,294




 





Un-nominated Winter Seasonal Qty                         565,867










	
b.  

	
Notice Oct 31, 2015Service Expires : Oct 31, 2016







 

 



Contract Months                                        Max Nominated                                                            Max Unnominated                  Total MDQ


        Daily Qty                                              Daily Qty





November - March                                          7,359 Dth/day                                        12,835 Dth/day                               20,194 Dth/day













April                                                   5,360 Dth/day                                          8,437 Dth/day                               13,797 Dth/day







May - September                                               5,360 Dth/day                                                                       5,360 Dth/day


   




October                                              5,360 Dth/day                                        11,004 Dth/day                               16,364 Dth/day










Maximum Seasonal Qty.                                                                   Nov. – Mar.                               Apr. – Oct.


               1,677,076                    581,294










Un-nominated Winter Seasonal Qty         565,867                                                                                                










	
8.  

	
Sellers provisions of ADS 10 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.







 




  





  











  






Amendment







Seller and Buyer agree that this Appendix K.10 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.10



 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         







                                                                                  




  





  











  






                                                                                                                       Cause # 43963


IGC-Appendix K.11


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.11 - Annual Delivery Service 11







Annual Delivery Service 11 (“ADS 11”)








	
  

	
1.

	
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 11 with the following delivered Service entitlements:












Contract Months                                          Maximum Daily ADS 11







November-March                                            195,115 Dth/day


April- October                                            155,115 Dth/day








	
  

	
2.

	
Delivery of these volumes will be into the Northeast system.


 







3.      Buyer shall pay Seller as follows:








	
  

	
a.

	
For ADS 11 Commodity as follows:







Purchase quantities will be determined pursuant to Appendix E pricing.


 


b.     For ADS 11 Variable Costs:


Variable Cost & Fuels under applicable max rate tariffs for Panhandle Eastern EFT (Field to 700) and other applicable pipeline costs if any.








	
  

	
c.

	
For ADS 11 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
Notice for   38,572 of this ADS 11 service is March 31, 2012 expiring on March 31, 2013.







Notice for   51,431 of this ADS 11 service is March 31, 2014 expiring on March 31, 2015.


Notice for   38,572 of this ADS 11 service is March 31, 2016 expiring on March 31, 2017.


Notice for   17,144 winter/3,810 summer of this ADS 11 service is March 31, 2023 expiring on March 31, 2024.


Notice for     5,037 of this ADS 11 service is Oct 31, 2023 expiring on Oct. 31, 2024.


Notice for   17,144 winter/3,810 summer of this ADS 11 service is March 31, 2028 expiring on March 31, 2029.


Notice for     5,035 of this ADS 11 service is Oct 31, 2028 expiring on Oct. 31, 2029.


Notice for   17,143 winter/3,811 summer of this ADS 11 service is March 31, 2033 expiring on March 31, 2034.


Notice for     5,037 of this ADS 11 service is Oct 31, 2033 expiring on Oct. 31, 2034.








	
  

	
5.

	
Sellers provisions of ADS 11 shall be subject to the provisions of service reflected in Panhandle Eastern  EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.












Amendment







Seller and Buyer agree that this Appendix K.11 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.11.








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         







                                                                                  




  





  











  






       Cause # 43963


IGC-Appendix K.12


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.12 - Annual Delivery Service 12







Annual Delivery Service 12 (“ADS 12”)








	
  

	
1.

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 12 with the following delivered service entitlements:












      Max


Contract                                   Unnominated 


Months                                      Daily Qty







November-March              100,000 Dth/day







April                                    10,000 Dth/day*







May - September                0 Dth/day







October                               10,000 Dth/day*







Maximum Unnominated Qty.               Oct. – April   9,099,120







* Subject to nomination and availability within Maximum Unnominated Qty.








	
  

	
2.

	
Unless otherwise agreed upon, delivery of these volumes will be into the Northeast system.













	
  

	
3.

	
Buyer shall pay Seller as follows:













	
a)  

	
For Unnominated Quantities:







Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season.  During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Panhandle Eastern Gas Monthly Index price.








	
b)  

	
For ADS 12 Quantities Variable Costs:







Variable Cost & Fuels under applicable max rate tariffs for Panhandle Eastern EFT, FS and other applicable pipeline costs if any as agreed to by both parties.








	
c)  

	
For ADS 12 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
Notice for 1,346,640 of this ADS 2 service is March 31, 2012 expiring on March 31, 2013.








	
  

	
Notice for 1,346,640 of this ADS 2 service is March 31, 2014 expiring on March 31, 2015.








	
  

	
Notice for 1,346,640 of this ADS 2 service is March 31, 2016 expiring on March 31, 2017.








	
  

	
Notice for 1,686,400 of this ADS 2 service is March 31, 2023 expiring on March 31, 2024.








	
  

	
Notice for 1,686,400 of this ADS 2 service is March 31, 2028 expiring on March 31, 2029.








	
  

	
Notice for 1,686,400 of this ADS 2 service is March 31, 2033 expiring on March 31, 2034.







    




  





  











  






   Cause # 43963


IGC-Appendix K.12


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 2


           April 1, 2011













	
  

	
5.

	
Sellers provisions of ADS 12 shall be subject to the provisions of PEPL EFT, & FS Tariffs as well as applicable FERC tariffs.












Amendment







Seller and Buyer agree that this Appendix K.12 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.12.













 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






                                                                                                                       Cause # 43963


IGC-Appendix K.14


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011







APPENDIX K.14 - Annual Delivery Service 14







Annual Delivery Service 14 (“ADS 14”)








	
  

	
1.

	
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 14 with the following delivered service entitlements:













	
  

	
 

	          Max






	
  

	
Contract

	
  Nominated

	 






	
  

	
Months

	
   Daily Qty

	 











	
    November - October

	
750 Dth/day













	
  

	
2.

	
Unless otherwise agreed upon, delivery of these volumes will be into the Westport system.













	
  

	
3.

	
Buyer shall pay Seller as follows:












a. For ADS 14 Commodity as follows:


Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.








	
b.  

	
For ADS 14 Variable Costs:







Variable Cost & Fuels under applicable max rate tariffs for Texas Eastern SCT tariff and other pipeline costs as agreed to by both parties.








	
c.  

	
For ADS 14 Other Costs:







Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
Notice for this ADS 14 Service is April 30, 2011. Service expires April 30, 2013.  A 2 year notice is required for termination of this service. Service rolls 1 year out each year.













	
  

	
5.

	
Sellers provisions of ADS 14 shall be subject to the provisions of Texas Eastern SCT Tariff as well as applicable FERC tariffs.












Amendment







Seller and Buyer agree that this Appendix K.14 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix K.14.








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels                                         











  





  











  






       Cause # 43963


IGC-Appendix M.1


Gas Sales And Portfolio Administration Agreement                                                                                                                Revised Page No. 1


           April 1, 2011












APPENDIX M.1 - Summer Delivery Service 1







Summer Delivery Service 1 (“SDS 1”)








	
  

	
1.

	
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with SDS 1 with the following delivered Service entitlements:












Contract Months                                                Maximum Daily SDS1







April - October                                                30,113 Dth/day








	
  

	
2.

	
These delivery service entitlements shall be available at the PEPL-ANR Defiance interconnect, subject to availability, within Buyer’s supply plan, of unutilized entitlements at the Indiana Gas Gate on Panhandle Eastern Pipeline.








	
  

	
3.

	
Buyer shall pay Seller as follows:













	
  

	
a.

	
For SDS 1 Variable Costs:







Variable Cost & Fuels under applicable max rate tariffs for Panhandle Eastern EFT.








	
  

	
b.

	
For SDS 1 Other Costs:





          Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.








	
  

	
4.

	
This SDS 1 service expires March 31, 2012.













	
  

	
5.

	
Sellers provisions of SDS 1 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.

















Amendment







Seller and Buyer agree that this Appendix M.1 may be amended from time to time by mutual agreement of the Parties which amendment ultimately will be memorialized in a revised Appendix M.1.








 







PROLIANCE ENERGY, LLC.                                                                                                                









By:   /s/ David C. Pentzien                                                                                                                                                                     


 David C. Pentzien                                                                            


Its:  Vice President of Sales & Marketing                                                                    


 


INDIANA GAS COMPANY, INC.


 


By:  /s/ Jerrold L. Ulrey                                            


       Jerrold L. Ulrey         


Its:  Vice President, Regulatory Affairs and Fuels