exv10w5



 






EXHIBIT 10.5




AGREEMENT ID          




259.                    




FPS-2 SERVICE AGREEMENT




     THIS AGREEMENT, made and entered into this 5th day of December, 1994 by and between COVE
POINT LNG LIMITED PARTNERSHIP, a Delaware limited partnership (“Operator”) and WASHINGTON GAS
LIGHT COMPANY, a District of Columbia corporation (“Customer”).



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



     Section 1. Service to be Rendered. Operator shall perform and Customer shall receive
service in accordance with the provisions of the effective Rate Schedule FPS-2 and the applicable
General Terms and Conditions of Operator’s FERC Gas Tariff,
Revised Volume No. 1 (“Operator’s
tariff”), on file with the Federal Energy Regulatory Commission (“FERC” or “Commission”), as the
same may be amended or superseded in accordance with the rules and regulations of the Commission
and the terms and conditions of this Service Agreement. The maximum obligation of Operator to
provide FPS-2 service to or for Customer is specified in Appendix A, attached hereto, as the same
may be amended from time to time by agreement between Customer and Operator. Service hereunder
shall be provided subject to the provisions of Subpart G of Part 284 of the Commission’s
regulations.



     Section 2.
Term. Service under this Agreement shall commence 30 days after Operator gives
notice that it is prepared to commence service and shall continue in full force and effect for an
Initial Term ending on the last day of the Withdrawal Season that commences twenty (20) years
after the date service is initiated hereunder and year to year thereafter, subject to termination
by either party on written notice to that effect not less than one (1) year prior to the
expiration of the Initial Term or any subsequent one (1) year period. Pre-granted abandonment
shall apply upon termination of this Agreement.



     Section 3.
Rates. Unless otherwise agreed to by the parties in writing, and subject
to Appendix B attached hereto, Customer shall pay Operator the maximum charges and furnish
Retainage as set forth in the above-referenced Rate Schedule and Tariff.



     Section 4. Notices. Notices to Operator under this Agreement shall be addressed to
it at 20 Montchanin Road, Wilmington, Delaware 19807, Attention: L. Michael Bridges, and notices
to Customer shall be addressed to it at 6801 Industrial Blvd., Springfield, VA 22151, Attention:
Director, Gas Services Planning, until changed by either party by written notice.




 









 








AGREEMENT ID          



259.                    


2




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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	COVE POINT LNG LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Frank J. Hollewa
	 	 	 	By
	 	/s/ L. Michael Bridges	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	Title

	 	Senior Vice President
	 	 	 	Title
	 	Chairman	 	 	 	 
	Date

	 	December 7, 1994
	 	 	 	Date
	 	December 12, 1994	 	 	 	 






awi/K101994.WGL





 









 








AGREEMENT ID




259.




Appendix A

to

FPS-2 Service Agreement

between Cove Point LNG Limited Partnership (Operator)

and Washington Gas Light Company (Customer)




Quantity: Maximum Contract Peaking Quantity (MCPQ): 250,000 Dth




               Maximum Daily Peaking Quantity (MDPQ): 50,000 Dth




Receipt Points/Delivery Points:



Primary Receipt Points for Natural Gas




	 	 	 	 	 
	 

	 	Measuring
	 	Maximum Daily
	 

	 	Sta. Name
	 	Quantity (Dth/day)
	 
	 	 	 	 
	 

	 	 	 	As Established Pursuant
	 

	 	 	 	to Section 5(a) of Rate
	 

	 	 	 	Schedule FPS-2





Primary Delivery Points for Natural Gas




	 	 	 
	Measuring	 	Maximum Daily
	Sta. Name	 	Quantity (Dth/day)
	a.  White Plains
	 	50,000
	 
	 	 
	b.  Centreville
	 	50,000
	 
	 	 
	c.  Patuxent
	 	10,000
	 
	 	 
	d.  Prince Frederick
	 	10,000
	 
	 	 
	e.  Chalk Point
	 	50,000








 









 








AGREEMENT ID



259.




Appendix B

to

FPS-2 Service Agreement

between Cove Point LNG Limited Partnership (Operator)

and Washington Gas Light Company (Customer)




Maximum Rates and Charges:





	A.	 	Monthly Reservation Charge






$4.25 per Dth of Maximum Daily Peaking Quantity adjusted pursuant to section (B) below.





	B.	 	Reservation Charge Adjustments:






	 	(i)	 	Commencing April 1, 1995, the Monthly Reservation Charge set forth in (A)
above shall be adjusted as of April 1 of each calendar year based on one-half of the
percentage change in the U.S. Department of Commerce Gross Domestic Product Implicit
Price Deflator (the “GDP Implicit Price Deflator”) during the four quarters of the
prior calendar year as determined pursuant to the following formula:





Tn
= To (1 + 0.5 (G1/G2 - 1))




where Tn = Adjusted Reservation Charge





	 	 	 	To = Reservation Charge as of March 31,
provided, however, that the
Reservation Charge for March 31, 1995 shall be $4.25

	 
	 	 	 	G1 = GDP Implicit Price Deflator for the fourth quarter (Quarter IV) of
the prior calendar year
	 
	 	 	 	G2 = GDP Implicit Price Deflator for the fourth quarter (Quarter IV) of the year preceding the prior calendar year.




 









 











AGREEMENT ID



259.


2






	 	 	 	G1 shall be determined based upon the Final GDP Implicit Price
Deflator for the fourth quarter of the prior year, as published in March of each
calendar year by the U.S. Department of Commerce.
	 
	 	 	 	If the GDP Implicit Price Deflator should no longer be available or published
for any reason, and notification of such is given by one party to the
other, the parties hereto shall enter into discussions on a comparable substitute
index for the adjustments. In the event the parties do not reach agreement on a
replacement index within 30 days of the notification, the issue of a proper
replacement index shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules.
	 
	 	(ii)	 	Monthly Reservation Charge payments made by customer under the FPS-2 Service
Agreement to which this Appendix B is appended shall be credited with payments made
by Customer in accordance with Customer’s FTS Service Option Election as approved by
FERC’s September 28, 1994 order in Docket No. CP94-59.






	 
	C.	 	Commodity charge: The effective Maximum Commodity Tariff Rate on file with
the FERC for service under Operator’s Rate
Schedule FTS (firm transportation) multiplied by each Dth
delivered for Customer’s account during the month. No
Commodity Charge will be assessed for Authorized Excess
Withdrawal Quantities.
	 
	D.	 	Authorized Excess Withdrawal Quantities Charge: The effective
Maximum Commodity Tariff Rate on file with the FERC for
service under Operator’s Rate Schedule ITS (interruptible
transportation) multiplied by each Dth of the Authorized
Excess Withdrawal Quantities delivered during the month.
	 
	E.	 	Annual Charge Adjustment: An Annual Charge Adjustment (“ACA”)
as such surcharge is established for Operator by the FERC.
	 
	F.	 	Taxes: A separate surcharge providing for the recovery of any
taxes that may be levied on Operator by governmental
authorities for quantities of Natural Gas/LNG delivered or
received for the account of Customer.






 









 





 2 





The Master List of Interconnects as defined in the General Terms and Conditions of
Operator’s Tariff is incorporated herein by reference for purposes of listing valid secondary
receipt points and delivery points




Other Terms and Conditions:





	A.	 	Notwithstanding the maximum cost-of-service based charges on file with the Commission for
service under Rate Schedule FPS-2, Customer shall not pay a total effective rate in excess of
that provided in Appendix B. In the event that Operator receives approval from the
Commission to charge rates determined on other than a cost of service
basis, Customer shall
pay the rate provided in Appendix B or such lesser rate as the Commission approves.
Customer agrees not to make or solicit any filing, pursuant to Section 5 of the Natural Gas
Act, opposing the initial maximum charges as established in the Commission’s order issued
September 28, 1994 in Docket No. CP94-59-000,
et 
al. for service under Rate Schedule
FPS-2, as such charges were modified in the Commission’s order denying reconsideration in
said proceeding, and as set forth in Operator’s tariff for service under Rate Schedule FPS-2.
	 
	B.	 	This Agreement shall terminate if Operator has not excepted the certificate issued by the
Commission in Docket No. CP94-59-000, et al., on or before January 31, 1995.




This Appendix A shall become effective as of December 5, 1994 and shall cancel and supersede the
previous Appendix A to the Service Agreement dated N/A. With the exception of this Appendix A,
all other terms and conditions of said Service Agreement shall remain in full force and effect.




	 	 	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	COVE POINT LNG LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Frank J. Hollewa
	 	 	 	By
	 	/s/ L. Michael Bridges	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title

	 	Senior Vice President
	 	 	 	Title
	 	Chairman	 	 
	Date

	 	December 7, 1994
	 	 	 	Date
	 	December 12, 1994	 	 















 





 3 



This Appendix B shall become effective as of December 5, 1994 and shall cancel and supersede the
previous Appendix B to the Service Agreement dated N/A. With the exception of this Appendix B, all
other terms and conditions of said Service Agreement shall remain in full force and effect.




	 	 	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	COVE POINT LNG LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Frank J. Hollewa
	 	 	 	By
	 	/s/ L. Michael Bridges	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title

	 	Senior Vice President
	 	 	 	Title
	 	Chairman	 	 
	Date

	 	December 7, 1994
	 	 	 	Date
	 	December 12, 1994	 	 






awi/K101994.wgl


 









 






SERVICE AGREEMENT

UNDER RATE, SCHEDULE FTS



THIS AGREEMENT, made and entered into this 17th day of August, 1995, by and between
COVE POINT LNG LIMITED PARTNERSHIP, a Delaware limited partnership, (“Operator”) and WASHINGTON GAS
LIGHT COMPANY, a District of Columbia corporation, (“Buyer”).



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




     Section 1. Service to be Rendered. Operator shall perform and Buyer shall receive
Elected FTS Service in accordance with the provisions of the effective Rate Schedules FPS-2 and
FTS, the applicable General Terms and Conditions of Operator’s FERC Gas Tariff, First Revised
Volume No. 1, on file with the Federal Energy Regulatory Commission (“Commission”), as the same
may be amended or superseded in accordance with the rules and regulations of the Commission and the
terms and conditions of this Service Agreement including
Appendix A. The maximum obligation of
Operator to provide Elected FTS Service to or for Buyer is specified in Appendix A, as
the same may be amended from time to time by agreement between Buyer and Operator. Service
hereunder shall be provided subject to the provisions of Subpart G of Part 284 of the Commission’s
regulations.



     Section 2. Term. Service under this Agreement shall commence as of the date of commencement
of Buyer’s firm peaking service under Operator’s Rate Schedule FPS-2, Contract Number FPS2001,
(“Buyer’s Peaking Service Contract”) and shall continue in full force and effect until the
termination of Buyer’s Peaking Service Contract. Pre-granted abandonment shall apply upon
termination of this Agreement.



     Section 3. Rates. Unless otherwise agreed to by the parties in writing, Buyer shall pay
Operator the maximum charges and furnish Retainage as set forth in the above-referenced Rate
Schedule and Tariff for Elected FTS Service.



     Section 4. Notices. Notices to Operator under this Agreement shall be addressed to it at 20
Montchanin Road, Wilmington, Delaware, 19807, Attention: Director, Marketing & Regulatory Affairs,
and notices to Buyer shall be addressed to it at 6801 Industrial Blvd., Springfield, Virginia,
22151, Attention: Director, Gas Services Planning, until changed by
either party by written notice.



     Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the
effective date hereof, the following Service Agreements: (Not applicable)



	 	 	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	COVE POINT LNG LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Frank J. Hollewa
	 	 	 	By
	 	/s/ L. Michael Bridges	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Frank J. Hollewa
	 	 	 	 	 	L. Michael Bridges	 	 
	Title

	 	Senior Vice President
	 	 	 	Title
	 	Chairman	 	 
	Date

	 	August 31, 1995
	 	 	 	Date
	 	August 17, 1995	 	 






 









 






Appendix A

to

FTS Service Agreement Between

Cove Point LNG Limited Partnership (Operator)

and Washington Gas light Company (Buyer)



Maximum Firm Transportation Quantity (MFTQ): 50,000 Dth/day

FTS Service is being performed as the Elected FTS Service option pursuant to Rate Schedule FPS-2



Primary Receipt Point




	 	 	 	 	 	 	 
	Measuring	 	 	 	Maximum Daily
	Station Name	 	 	 	Quantity (Dth/day)
	Cove Point LNG

Loudoun Station -

Columbia Transmission

	 	 	 	 	50,000	 





Primary Delivery Points




	 	 	 	 	 	 	 
	Measuring	 	 	 	Maximum Daily
	Station Name	 	 	 	Quantity (Dth/day)
	WGL
– Centerville, VA

	 	 	 	 	50,000	 
	WGL – White Plains, MD

	 	 	 	 	50,000	 
	WGL – Benedict, MD

	 	 	 	 	50,000	 
	WGL – Prince Frederick, MD

	 	 	 	 	50,000	 
	WGL – Lusby, MD

	 	 	 	 	50,000	 





The aggregated maximum daily quantity to be delivered through the above-referenced measuring stations shall not exceed 50,000 Dth per day.


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



Service changes pursuant to this Appendix A shall become effective as of the commencement of
Buyer’s Firm Transportation Service Agreement dated August 10, 1995. With the exception of this
Appendix A, all other terms and conditions of said Service Agreement shall remain in
full force and effect.




	 	 	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	COVE POINT LNG LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Frank J. Hollewa
	 	 	 	By
	 	/s/ L. Michael Bridges	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Frank J. Hollewa
	 	 	 	 	 	L. Michael Bridges	 	 
	Title

	 	Senior Vice President
	 	 	 	Title
	 	Chairman	 	 
	Date

	 	August 31, 1995
	 	 	 	Date
	 	August 17, 1995