exv10w1



 


EXHIBIT 10.1


AGREEMENT ID

195.0


     THIS AGREEMENT entered into this 1st day of Nov, 2002, (“Agreement”) by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as “Seller,” first party, and WASHINGTON
GAS LIGHT COMPANY, hereinafter referred to as “Buyer,” second party,


W I T N E S S E T H



     WHEREAS, by orders issued April 26, 2000 and December 13, 2000 in Docket
Nos. CP98-540-002 and CP98-540-003, the Federal Energy Regulatory Commission
(“FERC”) authorized Seller’s MarketLink Expansion Project (referred to as
“MarketLink Project”); and


     WHEREAS, Williams Energy Marketing and Trading Company (WEM&T) and Seller
are parties to a service agreement dated August 18, 2000, as amended on
September 26, 2001, and December 19, 2001, (“MarketLink Agreement”) for 50,000
dekatherms of gas per day of firm transportation service under Seller’s
MarketLink Project; and


     WHEREAS, WEM&T has agreed to permanently release 50,000 dekatherms of gas
per day of the firm transportation service under the MarketLink Agreement to
Buyer pursuant to Section 42.14 of the General Terms and Conditions of
Seller’s FERC Gas Tariff; and


     WHEREAS, WEM&T’s permanent capacity release of 50,000 dekatherms per day
of firm MarketLink capacity to Buyer requires the execution of this Agreement
by Buyer and Seller, and


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


     NOW, THEREFORE, Seller and Buyer agree as follows



ARTICLE I

GAS TRANSPORTATION SERVICE



     1.     Subject to the terms and provisions of this Agreement and of Seller’s
Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas for
transportation and Seller agrees to receive, transport and redeliver natural gas to Buyer or for the
account of Buyer, on a firm basis, up to a Transportation Contract Quantity (“TCQ”) of 50,000 dekatherms per
day.


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


 






 


AGREEMENT ID

195.0


ARTICLE II

POINT(S) OF RECEIPT



     Buyer shall deliver or cause to be delivered gas at the point(s) of
receipt hereunder at a pressure sufficient to allow the gas to enter
Seller’s pipeline system at the varying pressures that may exist in such
system from time to time; provided, however, the pressure of the gas
delivered or caused to be delivered by Buyer shall not exceed the maximum
operating pressure(s) of Seller’s pipeline system at such point(s) of
receipt. In the event the maximum operating pressure(s) of Seller’s
pipeline system, at the point(s) of receipt hereunder, is from time to
time increased or decreased, then the maximum allowable pressure(s) of
the gas delivered or caused to be delivered by Buyer to Seller at the
point(s) of receipt shall be correspondingly increased or decreased upon
written notification of Seller to Buyer. The point(s) of receipt for
natural gas received for transportation pursuant to this Agreement shall
be:


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


ARTICLE III

POINT(S) OF DELIVERY



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


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



ARTICLE IV

TERM OF AGREEMENT



     This Agreement shall be effective as of November 1, 2002, and shall
remain in force and effect until 9:00 a.m. Central Clock Time December
19, 2011, and thereafter until terminated by Seller or Buyer upon at
least one (1) year prior written notice; provided, however, this
Agreement shall terminate immediately and, subject to the receipt of
necessary authorizations, if any, Seller may discontinue service
hereunder if (a) Buyer, in Seller’s reasonable judgement fails to
demonstrate credit worthiness, and (b) Buyer fails to provide adequate
security in accordance with Section 32 of the General Terms and
Conditions of Seller’s Volume No. 1 Tariff. As set forth in Section 8 of
Article II of Seller’s August 7,1989 revised Stipulation and Agreement in
Docket Nos. RP88-68 et al., (a) pregranted abandonment under Section
284.22l(d) of the Commission’s Regulations shall not apply to any long
term conversions from firm sales service to transportation service under
Seller’s Rate Schedule FT and (b) Seller shall not exercise its right to
terminate this service agreement as it applies to transportation service
resulting from conversions from firm sales service so long as Buyer is
willing to pay rates no less favorable than Seller is otherwise able to
collect from third parties for such service.


ARTICLE V

RATE SCHEDULE AND PRICE



     
     Buyer shall pay Seller for natural gas delivered to Buyer hereunder
in accordance with


 






 



AGREEMENT ID

195.0


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


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


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


ARTICLE VI

MISCELLANEOUS



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


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


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


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


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


 






 


AGREEMENT ID

195.0



	 
	If to Seller:
	Transcontinental Gas Pipe Line Corporation
	P.O. Box 1396
	Houston, Texas 77251-1396
	Attn: Director - Customer Services




	 
	If to Buyer:
	Washington Gas Light Company
	6801 Industrial Road
	Springfield, Virginia 22151
	Attn: Contract Management



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


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


TRANSCONTINENTAL GAS PIPE LINE CORPORATION




	 	 	 	 
	By:	/s/	
Frank Ferazzi	 
	 	

	 
	 	 	
Frank Ferazzi	 
	 	 	
Vice President - Customer Service	 



WASHINGTON GAS LIGHT COMPANY




	 	 	 	 
	By:	/s/	
Terry D. McCallister	 
	 	

	 
	 	 	
Terry D. McCallister	 
	Title:	 	
President & COO	 



 






 



ID


Exhibit A






ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED NOVEMBER 1,2002.



	 	 	 
	 	 	Seller's
	 	 	Cumulative
	 	 	Daily Receipt
	Points of Receipt	 	Obligation
(Dt/d)1
	
	 	

	The point of interconnection between
Seller and CNG Transmission Corporation
at Leidy, Clinton County, Pennsylvania	 	
50,000*
	 	 	
 
	The point of interconnection between
Seller and National Fuel at Leidy,
Clinton County, Pennsylvania	 	
50,000*



*  Note: The sum of the receipts from the points specified above, not inclusive
of fuel and line loss make-up, may not exceed the TCQ of 50,000 dt/d except as
permitted in Seller’s FERC Gas Tariff, as effective at the time
of receipt.





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


 






 


AGREEMENT ID

195.0


Exhibit B



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON
GAS LIGHT COMPANY, AS BUYER, DATED NOVEMBER 1,2002.



	 	 	 
	 	 	Maximum Daily
	Point(s) of Delivery
and Pressures1	 	Delivery Quantity.
(Dt/d)3
	
	 	

	The point of interconnection between
Seller’s Pipeline and the New York
Facilities located at the East Bank of
the Hudson River in the Borough of
Manhattan, City of New York, near 134th
Street (Manhattan).2	 	
50,000*
	 	 	 
	The point of interconnection between
Seller’s Pipeline and the New York
Facilities located at the East Bank of
the Hudson River in the Borough of
Manhattan, City of New York, near 72nd
Street (Central Manhattan). 2	 	
50,000*
	 	 	 
	The point of interconnection between
Seller and Public Service Electric &
Gas (PSE&G) referred to as Sayreville
Meter Station, near milepost 6.75 on
Seller’s Lower New York Bay Extension
in Middlesex County, New Jersey.	 	
50,000*
	 	 	 
	Proposed new delivery point at the
Public Service Electric and Gas
proposed Red Oak Meter Station to be
located near milepost 6.75 on Seller’s
Lower New York Bay Extension in
Middlesex County, New Jersey.	 	
50,000*



*     Note: The sum of the deliveries to the points specified above may not
exceed the TCQ of 50,000 dt/d except as permitted in Seller’s FERC Gas
Tariff, as effective at the time of delivery.



	 	 	 	Pressure(s) shall not be less than fifty (50) pounds per square inch
gauge or at such other pressures as may be agreed upon by Buyer and
Seller.
	 
	 	 	 	Pressure(s) shall not be less than two hundred seventy-five (275)
pounds per square inch gauge or at such other pressures as may be
agreed upon by Buyer and Seller.
	 
	 	 	 	Deliveries to or for the account of Shipper at the delivery point(s)
shall be subject to the limits of the Delivery Point Entitlement
(DPE’s), if applicable, of the entities receiving the gas at the
delivery points, as such DPE’s are set forth in Transco’s FERC Gas
Tariff, as amended from time to time.



 






 




AGREEMENT ID

195.0


Exhibit C



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS
LIGHT COMPANY, AS BUYER, DATED NOVEMBER 1, 2002.


Specification of Negotiated Rate
and Term



None.


 






 



AGREEMENT ID

199.0


     THIS
AGREEMENT entered into this 1st day of Nov, 2002, (“Agreement”) by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as “Seller,” first party, and WASHINGTON
GAS LIGHT COMPANY, hereinafter referred to as “Buyer,” second party,


WITNESSETH



     WHEREAS, by orders issued April 26, 2000 and December 13, 2000 in Docket
Nos. CP98-540-002 and CP98-540-003, the Federal Energy Regulatory Commission
(“FERC”) authorized Seller’s MarketLink Expansion Project (referred to as
“MarketLink Project”); and


     WHEREAS, Williams Energy Marketing and Trading Company (WEM&T) and
Seller are parties to a service agreement dated August 18, 2000, as amended
on September 26, 2001, and December 19, 2001, (“MarketLink Agreement”) for
50,000 dekatherms of gas per day of firm transportation service under
Seller’s MarketLink Project; and


     WHEREAS, WEM&T has agreed to permanently release 50,000 dekatherms of
gas per day of the firm transportation service under the MarketLink Agreement
to Buyer pursuant to Section 42.14 of the General Terms and Conditions of
Seller’s FERC Gas Tariff; and


     WHEREAS, WEM&T’s permanent capacity release of 50,000 dekatherms per day
of firm MarketLink capacity to Buyer requires the execution of this Agreement
by Buyer and Seller, and


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


     NOW, THEREFORE, Seller and Buyer agree as follows:


ARTICLE I

GAS TRANSPORTATION SERVICE



     1.     Subject to the terms and provisions of this Agreement and of Seller’s
Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas for
transportation and Seller agrees to receive, transport and redeliver natural gas to Buyer or for the
account of Buyer, on a firm basis, up to a Transportation Contract Quantity (“TCQ”) of 50,000 dekatherms per
day.


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


 






 


AGREEMENT ID

199.0


ARTICLE II

POINT(S) OF RECEIPT



     Buyer shall deliver or cause to be delivered gas at the point(s) of
receipt hereunder at a pressure sufficient to allow the gas to enter
Seller’s pipeline system at the varying pressures that may exist hi such
system from time to tune; provided, however, the pressure of the gas
delivered or caused to be delivered by Buyer shall not exceed the maximum
operating pressure(s) of Seller’s pipeline system at such point(s) of
receipt. In the event the maximum operating pressure(s) of Seller’s
pipeline system, at the point(s) of receipt hereunder, is from time to time
increased or decreased, then the maximum allowable pressure(s) of the gas
delivered or caused to be delivered by Buyer to Seller at the point(s) of
receipt shall be correspondingly increased or decreased upon written
notification of Seller to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this Agreement shall be:


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


ARTICLE III

POINT(S) OF DELIVERY



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


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


ARTICLE IV

TERM OF AGREEMENT



     This Agreement shall be effective as of November 1, 2002, and shall
remain in force and effect until 9:00 a.m. Central Clock Time December 19,
2011, and thereafter until terminated by Seller or Buyer upon at least one
(1) year prior written notice; provided, however, this Agreement shall
terminate immediately and, subject to the receipt of necessary
authorizations, if any, Seller may discontinue service hereunder if (a)
Buyer, in Seller’s reasonable judgement fails to demonstrate credit
worthiness, and (b) Buyer fails to provide adequate security in accordance
with Section 32 of the General Terms and Conditions of Seller’s Volume No. 1
Tariff. As set forth in Section 8 of Article II of Seller’s August 7, 1989
revised Stipulation and Agreement in Docket Nos. RP88-68 et al., (a)
pregranted abandonment under Section 284.221(d) of the Commission’s
Regulations shall not apply to any long term conversions from firm sales
service to transportation service under Seller’s Rate Schedule FT and (b)
Seller shall not exercise its right to terminate this service agreement as
it applies to transportation service resulting from conversions from firm
sales service so long as Buyer is willing to pay rates no less favorable
than Seller is otherwise able to collect from third parties for such
service.


ARTICLE V

RATE SCHEDULE AND PRICE



     1.     Buyer shall pay Seller for natural gas delivered to Buyer
hereunder in accordance with


 






 


AGREEMENT ID

199.0


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


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


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


ARTICLE VI

MISCELLANEOUS



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


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


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


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


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



 










 



AGREEMENT ID

199.0



	 	(a)	 	If to Seller:

Transcontinental Gas Pipe Line Corporation

P.O. Box 1396

Houston, Texas 77251-1396

Attn: Director - Customer Services
	 
	 	(b)	 	If to Buyer:

Washington Gas Light Company

6801 Industrial Road

Springfield, Virginia 22151

Attn: Contract Management



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


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


TRANSCONTINENTAL GAS PIPE LINE CORPORATION




	 	 	 
	By:	 	
/s/ Frank Ferazzi
	 	 	


	 	 	
Frank Ferazzi
	 	 	
Vice President - Customer Service



WASHINGTON GAS LIGHT COMPANY




	 	 	 
	By:	 	
/s/ Terry D. McCallister
	 	 	


	 	 	
Terry D. McCallister
	Title:	 	
President & COO



 






 



AGREEMENT ID

199.0



Exhibit A



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED NOVEMBER 1, 2002.



	 	 	 
	 	 	Seller’s Cumulative
	 	 	Daily Receipt
	Points of Receipt	 	Obligation (Dt/d)
1
	
	 	

	The point of interconnection between
Seller and CNG Transmission
Corporation at Leidy, Clinton County,
Pennsylvania.	 	
50,000*
	 	 	 
	The point of interconnection between
Seller and National Fuel at Leidy,
Clinton County, Pennsylvania.	 	
50,000*



* Note: The sum of the receipts from the points specified above, not inclusive of fuel and line loss
make-up, may not exceed the TCQ of 50,000 dt/d except as permitted in Seller’s FERC Gas Tariff,
as effective at the time of receipt.







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


 






 



AGREEMENT ID

199.0



Exhibit B



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS
LIGHT COMPANY, AS BUYER, DATED NOVEMBER 1, 2002.



	 	 	 
	 	 	Maximum Daily
	Point(s) of Delivery
and Pressures 1	 	Delivery Quantity
(Dt/d)3
	
	 	

	The point of interconnection between Seller’s
Pipeline and the New York Facilities located at the
East Bank of the Hudson River in the Borough of
Manhattan, City of New York, near 134th Street
(Manhattan).2	 	
50,000*
	 	 	 
	The point of interconnection between Seller’s
Pipeline and the New York Facilities located at the
East Bank of the Hudson River in the Borough of
Manhattan, City of New York, near 72nd Street
(Central Manhattan). 2	 	
50,000*
	 	 	 
	The point of interconnection between Seller and
Public Service Electric & Gas (PSE&G) referred to
as Sayreville Meter Station, near milepost 6.75 on
Seller’s Lower New York Bay Extension in
Middlesex County, New Jersey.	 	
50,000*
	 	 	 
	Proposed new delivery point at the Public Service
Electric and Gas proposed Red Oak Meter Station to
be located near milepost 6.75 on Seller’s Lower
New York Bay Extension in Middlesex County,
New Jersey.	 	
50,000*



* Note: The sum of the deliveries to the points specified above may not
exceed the TCQ of 50,000 dt/d except as permitted in Seller’s FERC Gas
Tariff, as effective at the time of delivery.



	 	 	Pressure(s) shall not be less than fifty (50) pounds per square inch
gauge or at such other pressures as may be agreed upon by Buyer and
Seller.
	 
	 	 	Pressure(s) shall not be less than two hundred seventy-five (275)
pounds per square inch gauge or at such other pressures as may be
agreed upon by Buyer and Seller.
	 
	 	 	Deliveries to or for the account of Shipper at the delivery point(s)
shall be subject to the limits of the Delivery Point Entitlement
(DPE’s), if applicable, of the entities receiving the gas at the
delivery points, as such DPE’s are set forth in Transco’s FERC Gas
Tariff, as amended from time to time.



 






 



AGREEMENT ID

199.0



Exhibit C



ATTACHED AND MADE PART OF THAT SERVICE AGREEMENT BY AND BETWEEN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, AS SELLER, AND WASHINGTON GAS LIGHT
COMPANY, AS BUYER, DATED NOVEMBER 1, 2002.


Specification of Negotiated Rate and Term 




None.



 






 



AGREEMENT ID

199.1



AGREEMENT TO DISCOUNT

INTERRUPTIBLE TRANSPORTATION RATES



In response to Shipper’s request for rate consideration at the described
receipt and delivery point(s) in conjunction with Shipper’s participation in
Transco’s MarketLink Project, and based on Shipper’s representation that the
rate consideration is necessary in order to meet competition, Transco and
Shipper agree to the following terms:



	A.	 	Defined Contract Terms




	 	1	 	Agreement - This Agreement to Discount Interruptible Transportation
Rates.
	 
	 	2.	 	Transco - Transcontinental Gas Pipe Line Corporation.
	 
	 	3.	 	Shipper - Washington Gas Light Company
	 
	 	4.	 	Receipt Point(s) - The
receipt points set forth on Exhibit “A”.
	 
	 	5	 	Delivery Point(s) - The
delivery points set forth on Exhibit “A”.
	 
	 	6.	 	Maximum Daily Qualifying Quantity - The maximum daily quantity
available for an interruptible transportation discount for Shipper set
forth on Exhibit “A” hereto.
	 
	 	7.	 	Discount Period - This Agreement shall become effective as of the
effective date of the Service Agreement under Rate Schedule FT between
Transco and Shipper for Transco’s MarketLink Expansion Project (“FT
Agreement”) and shall remain in effect for a term coextensive with the
term of such FT Agreement.
	 
	 	8.	 	Discount Rate - Each discounted interruptible transportation rate set
forth
on Exhibit “A” hereto.




	B	 	Agreement of the Parties



 






 



AGREEMENT ID

199.1




	 	 	 	During the Discount Period, Transco agrees to charge Shipper the
Discount Rate for interruptible transportation quantities, of up to the
Maximum Daily Qualifying Quantity, under Rate Schedule IT fed upstream
by the FT Agreement and scheduled by Shipper and transported by Transco
on a daily basis from the Receipt Point(s) to the Delivery Point(s).
	 
	 	2.	 	If Transco interrupts or allocates interruptible transportation service
under Rate Schedule IT to Shipper on any day during the Discount
Period, Shipper may request to continue interruptible transportation
service at the maximum interruptible rates and Transco and Shipper may
agree to temporarily suspend the applicability of this Agreement.
	 
	 	3.	 	This Agreement shall also be subject to the condition that if Transco’s
maximum rate, inclusive of Transco’s interruptible transportation rate
and
all applicable surcharges in effect on the first day of the Discount
Period,
for interruptible transportation of Shipper’s gas from the Receipt
Point(s)
to the Delivery Point(s) pursuant to Rate Schedule IT (such maximum
rate, inclusive of all applicable surcharges, for this transportation
being
hereinafter referred to as the “Maximum Rate”) is subsequently reduced
by Federal Energy Regulatory Commission (“Commission”) order or rule
or by settlement or otherwise, and Transco is required to make a refund
to
Shipper for charges paid for such transportation, then such refund shall
be
provided to Shipper only if and to the extent that the Maximum Rate
determined pursuant to such order, rule, settlement or otherwise is less
than the Discount Rate. Such refund, if any, shall be calculated by
subtracting the applicable Maximum Rate from the corresponding
Discount Rate.
	 
	 	4.	 	This Agreement shall be subject to the terms and conditions of Transco’s
FERC Gas Tariff and all valid and applicable state, federal and local
laws, orders, directives, rules and regulations of any duly constituted
governmental or other regulatory bodies or officials having jurisdiction
over the subject matter hereof, including, without limitation of the
foregoing, any law, order, directive, rule or regulation requiring
Transco to charge rate(s) greater than the rate(s) set forth on Exhibit
“A” hereto.
	 
	 	 	 	No modification to this Agreement shall be or become effective except by



 






 



AGREEMENT ID

199.1




	 	 	 	the execution by both parties of a supplementary written agreement.
	 
	 	5	 	THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY
CONFLICTS OF LAWS RULES OR PRINCIPLES THAT MIGHT REFER THE
CONSTRUCTION OR OPERATION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
STATE.
	 
	 	6.	 	This Agreement shall not be assigned by either party without
the prior written consent of the other party.




	C.	 	Execution by the Parties
 If the foregoing accurately reflects the agreement of the parties, please
so indicate by signing both original copies of this Agreement in the space provided below and returning them to Transco. A fully executed original
copy will be returned to Shipper for its files.




	 	 	 
	 	 	
TRANSCONTINENTAL GAS PIPE LINE
	 	 	
CORPORATION
	 	 	 
	 	 	
/s/ FRANK FERAZZI


	 	 	
FRANK FERAZZI
	 	 	
VICE PRESIDENT
	 	 	
CUSTOMER SERVICE



ACCEPTED AND AGREED TO THIS

      DAY OF                  ,      



Washington Gas Light Company



	 	 	 
	By:	 	
/s/ Terry D. McCallister
	 	 	


	 	 	
Terry D. McCallister
	
Title : President & COO



 






 

\

AGREEMENT ID

199.1



Exhibit “A” to

AGREEMENT TO DISCOUNT

TRANSPORTATION RATES

BETWEEN TRANSCONTINENTAL GAS PIPE LINE CORPORATION (Transco) AND

Washington Gas Light Company (SHIPPER)

EFFECTIVE IN ACCORDANCE WITH SECTION A.7 OF THIS AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Transco	 	Daily Average	 	 
	 	 	 	 	System	 	Qualifying	 	 
	 	 	Delivery	 	Contract	 	Quantity	 	Discount Rate 1/
	Receipt Point(s)	 	Point(s) 1/	 	Number	 	(DT/D)	 	(Cents/DT)
	
	 	
	 	
	 	
	 	

	Transco – Princeton
Junction (Station
210-IT- WGL

    TP#6321)	 	
Mainline points

  upstream of

  Princeton Junction

  and downstream of

  Station 65
	 	 	4.3506	 	 	2/
	 	3/ 
4/



1/ The delivery point to be specified by Shipper in the course of scheduling
and nominating gas under the Rate Schedule IT Agreement and this Agreement;
however, such point of delivery shall be a Transco mainline point that is
upstream of Princeton Junction.


2/ A quantity equivalent to the quantity scheduled and nominated by Shipper for
delivery at Princeton Junction under Shipper’s FT Agreement for service under
Transco’s MarketLink Expansion Project but in no event shall such quantity
exceed 50,000 dekatherms per day.


3/ The minimum rate under Rate Schedule IT stated in Transco’s currently
effective FERC Gas Tariff, as amended from time to time, from the point of
receipt to the point of delivery specified by the Shipper.


4/ In addition to the Discount Rate, Shipper shall be charged and shall pay, in
accordance with Transco’s FERC Gas Tariff, for any applicable compressor fuel
and line loss make-up and for any applicable surcharges under Transco’s Rate
Schedule IT as amended from time to time.



	 	 	 	 	 
	 	 	Initials
of the parties.
	 	 	 	 	 
	 	 	
Transco
	 	/s/
	 	 	 	 	

	 	 	 	 	 
	 	 	
Shipper
	 	/s/ Terry D. McCallister