Exhibit 10.33


 


REDACTED


 


Contract
#: 830103


 


SERVICE
AGREEMENT

FOR RATE SCHEDULE FT-1


 


This Service
Agreement, made and entered into this 30th day of June, 2000 by and between
TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called “Pipeline”)
and DUKE ENERGY HINDS, LLC, a Delaware Limited Liability Company (herein called
“Customer”, whether one or more).


 


WITNESSETH:


 


WHEREAS, Customer
desires Pipeline to transport natural gas for Customer’s account on a firm
basis pursuant to the terms and conditions of Pipeline’s Rate Schedule FT-1;
and


 


WHEREAS, Pipeline
desires to transport natural gas for Customer’s account on a firm basis
pursuant to the terms and conditions of Pipeline’s Rate Schedule FT-1;


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements herein
contained, the parties do covenant and agree as follows:


 


ARTICLE I


 


SCOPE OF
AGREEMENT


 


Subject to the
terms, conditions and limitations hereof, of Pipeline’s Rate Schedule FT-1, and
of the General Terms and Conditions, transportation service hereunder will be
firm. Subject to the terms, conditions and limitations hereof and of Pipeline’s
Rate Schedule FT-1, Pipeline agrees to deliver for Customer’s account
quantities of natural gas up to the following quantity:


 


For each period January 1
through the end of February during the term of this Service Agreement:


 


Maximum
Daily Quantity (MDQ) [***] dth; and


 


For the period March 1
through March 31 of each year during the term of this Service Agreement:


 


Maximum Daily Quantity (MDQ)
[***] dth; and


 


For the period April 1
through April 30 of each year during the term of this Service Agreement:


 


Maximum Daily Quantity (MDQ)
[***] dth; and


 


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***
Certain information on this page has been omitted and filed separately with the
SEC. Confidential treatment has been requested with respect to the omitted
portions.


 

















 


For
the period May 1 through May 31 of each year during the term of this
Service Agreement:


 


Maximum
Daily Quantity (MDQ) [***] dth; and


 


For the period June 1
through August 31 of each year during the term of this Service Agreement:


 


Maximum
Daily Quantity (MDQ) [***] dth; and


 


For the period September
1 through September 30 of each year during the term of this Service Agreement:


 


Maximum
Daily Quantity (MDQ) [***] dth; and


 


For the period October 1
through December 31 of  each year
during the term of this Service Agreement:


 


Maximum
Daily Quantity (MDQ) [***] dth.


 


Pipeline shall
receive for Customer’s account, at those points on Pipeline’s system as
specified in Article IV herein or available to Customer pursuant to Section 14
of the General Terms and Conditions (hereinafter referred to as Point(s) of
Receipt) for transportation hereunder, daily quantities of gas up to Customer’s
MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver for
Customer’s account, at those points on Pipeline’s system as specified in
Article IV herein or available to Customer pursuant to Section 14 of the
General Terms and Conditions (hereinafter referred to as Point(s) of
Delivery),such daily quantities tendered up to such Customer’s MDQ.


 


Pipeline shall not
be obligated to, but may at its discretion, receive at any Point of Receipt on
any day a quantity of gas in excess of the applicable Maximum Daily Receipt
Obligation (MDRO), plus Applicable Shrinkage, but shall not receive in the
aggregate at all Points of Receipt on any day a quantity of gas in excess of
the applicable MDQ, plus Applicable Shrinkage. Pipeline shall not be obligated
to, but may at its discretion, deliver at any Point of Delivery on any day a
quantity of gas in excess of the applicable Maximum Daily Delivery Obligation
(MDDO), but shall not deliver in the aggregate at all Points of Delivery en any
day a quantity if gas in excess of the applicable MDQ.


 


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***
Certain information on this page has been omitted and filed separately with the
SEC. Confidential treatment has been requested with respect to the omitted
portions.


 


2

















 


In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-I and the General Terms and Conditions,
Pipeline shall deliver within the Access Area under this and all other service
agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up to
Customer’s Operational Segment Capacity Entitlements, excluding those
Operational Segment rapacity Entitlements scheduled to meet Customer’s MDQ, for
Customer’s account, as requested on any day.


 


ARTICLE
II


 


TERM OF
AGREEMENT


 


The term of this
Service Agreement shall commence on April 1, 2001, and shall continue in force
and effect until March 21, 2008, and year to year thereafter unless this
Service Agreement is terminated as hereinafter provided. This Service Agreement
may be terminated by either Pipeline or Customer upon two (2) years prior
written notice to the other specifying a termination date of March 31, 2008, or
any March 31 thereafter. Notwithstanding the foregoing, in the event that
Customer is not allocated by April 3, 2000, the capacity necessary to provide
firm transportation service pursuant to this Service Agreement, pursuant to
Section 3.12 of the General Terms and Conditions of Pipeline’s FERC Gas Tariff,
then service under this Service Agreement shall not commence and this Service
Agreement shall be null and void. Subject to Section 22 of Pipeline’s General
Terms and Conditions and without prejudice to such rights, this Service
Agreement may be terminated at any time by Pipeline in the event Customer fails
to pay part or all of the amount of any bill for service hereunder and such
failure continues for thirty (30) days after payment is due; provided, Pipeline
gives thirty (30) days prior written notice to Customer of such termination and
provided further such termination shall not be effective if, prior to the date
of termination, Customer either pays such outstanding bill or furnishes a good
and sufficient surety bond guaranteeing payment to Pipeline of such outstanding
bill.


 


THE TERMINATION OF
THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE PROVISION OF A
TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7
OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION
OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER’S RIGHT OF FIRST
REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE
DATE OF THE TERMINATION.


 


3

















 


Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline’s FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.


 


ARTICLE
III


 


RATE
SCHEDULE


 


This Service
Agreement in all respects shall be and remain subject to the applicable
provisions of Rate Schedule FT-1 and of the General Terms and Conditions of
Pipeline’s FERC Gas Tariff on file with the Federal Energy Regulatory
Commission, all of which are by this reference made a part hereof.


 


Customer shall pay
Pipeline, for all services rendered hereunder and for the availability of such
service in the period stated, the applicable prices established under Pipeline’s
Rate Schedule FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.


 


Customer agrees
that Pipeline shall have the unilateral right to file with the appropriate
regulatory authority and make changes effective in (a) the rates and charges
applicable to service pursuant to Pipeline’s Rate Schedule FT-1, (b) Pipeline’s
Rate Schedule FT-1 pursuant to which service hereunder is rendered or (c) any
provision of the General Terms and Conditions applicable to Rate Schedule FT-1.
Notwithstanding the foregoing, Customer does not agree that Pipeline shall have
the unilateral right without the consent of Customer subsequent to the
execution of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any filings pursuant
to Section 4 of the Natural Gas Act to change the MDQ specified in Article I,
to change the term of the agreement as specified in Article II, to change Point
(s) of Receipt specified in Article IV, to change the Point (s) of Delivery
specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may have with
respect to such filings.


 


4

















 


ARTICLE
IV


 


POINT(S)
OF RECEIPT AND POINT (S) OF DELIVERY


 


The Poin t(s) of
Receipt and Point (s) of Delivery at which Pipeline shall receive and deliver
gas, respectively, shall be specified in Exhibit (s) A and B of the executed
service agreement.


 


Exhibit (s) A and
B are hereby incorporated as part of this Service Agreement for all intents and
purposes as if fully copied and set forth herein at length.


 


ARTICLE V


 


QUALITY


 


All natural gas
tendered to Pipeline for Customer’s account shall conform to the quality
specifications set forth in Section 5 of Pipeline’s General Terms and
Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline’s quality specifications, as expressly provided for in Section 5 of
Pipeline’s General Terms and Conditions, Customer shall pay all costs
associated with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if
such supplier has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of  service for the transportation and
processing of any liquefiable hydrocarbons and any PVR quantities associated
with the processing of gas received by Pipeline at the Point (s) of Receipt
under such Customer’s service agreement. In addition, subject to the execution
of appropriate agreements, Pipeline is willing to transport liquids associated
with the gas produced and tendered for transportation hereunder.


 


ARTICLE
VI


 


ADDRESSES


 


Except as herein
otherwise provided or as provided in the General Terms and Conditions of
Pipeline’s FERC Gas Tariff, any notice, request, demand, statement, bill or
payment provided for in this Service Agreement, or any notice which any party
may desire to give to the
other, shall be in writing and shall be


 


5

















 


considered
as duly delivered when mailed by registered, certified, or regular mail
to the post office address of the parties hereto, as the case may be, as
follows:


 


(a)                     Pipeline:
[***]


 


(b)                    Customer:
[***]


 


or such other address as
either party shall designate by formal written notice.


 


ARTICLE
VII


 


ASSIGNMENTS


 


Any Company which
shall succeed by purchase, merger, or consolidation to the properties,
substantially as an entirety, of Customer, or of Pipeline, as the case may be,
shall be entitled to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either Customer or
Pipeline may assign or pledge this Service Agreement under the provisions of
any mortgage, deed of trust, indenture, bank credit agreement, assignment,
receivable sale, or similar instrument which it has executed or may execute
hereafter; otherwise, neither Customer nor Pipeline shall assign this Service
Agreement or any of its rights hereunder unless it first shall have obtained
the consent thereto in writing of the other; provided further, however, that
neither Customer nor Pipeline shall be released from its obligations hereunder
without the consent of the other. In addition, Customer may assign its rights
to capacity pursuant to Section 3.14 of the General Terms and Conditions. To
the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.


 


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***
Certain information on this page has been omitted and filed separately with the
SEC. Confidential treatment has been requested with respect to the omitted portions.


 


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ARTICLE
VIII


 


INTERPRETATION


 


The interpretation
and performance of this Service Agreement shall be in accordance with the laws
of the State of Texas without recourse to the law governing conflict of laws.


 


This Service
Agreement and the obligations of the parties are subject to all present and
future valid laws with respect to the subject matter, State and Federal, and to
all valid present and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.


 


ARTICLE
IX


 


CANCELLATION
OF PRIOR CONTRACT(S)


 


This Service
Agreement supersedes and cancels, as of the effective date of this Service
Agreement, the contract(s) between the parties hereto as described below:


 


Not Applicable


 


7

















 


IN WITNESS WHEREOF, the
parties  hereto have caused this
Service Agreement to be signed by their respective Presidents, Vice Presidents
or other duly authorized agents and their respective corporate seals to be
hereto affixed and attested by their respective Secretaries or Assistant
Secretaries, the day and year first above written.


 


	
   

  	
  TEXAS EASTERN
  TRANSMISSION CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ A N Harris

  	
   

  
	
   

  	
   

  	
   

  	
  PMT

  
					



 


	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  



  	
   

  	
   

  	
  



  



 


	
   

  	
  DUKE
  ENERGY HINDS, LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Larry Wall

  	
   

  



 


	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  



  	
   

  	
   

  	
  



  



 


8





















 


Contract
#: 830103


 


EXHIBIT
A, TRANSPORTATION PATHS

FOR BILLING PURPOSES, DATED June 30, 2000,

TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1

BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION (“Pipeline”), AND

DUKE ENERGY HINDS, LLC (“Customer”),

DATED June 30, 2000:


 


(1)                     Customer’s
firm Point(s) of Receipt:


 


	
  Point of Receipt

  	
   

  	
  Description

  	
   

  	
  Maximum Daily Receipt 

  Obligation 

  (plus Applicable 

  Shrinkage)

  	
   

  	
  Measurement 

  Responsibilities

  	
   

  	
  Owner

  	
   

  	
  Operator

  
	
   

  	
   

  	
   

  	
   

  	
  (dth)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(2)                     Customer
shall have Pipeline’s Master Receipt Point List (“MRPL”) . Customer hereby
agrees that Pipeline’s MRPL as revised and published by Pipeline from time to
time is incorporated herein by reference.


 


Customer hereby agrees to
comply with the Receipt Pressure obligation as set forth in Section 6 of
Pipeline’s General Terms and Conditions at such Point(s) of Receipt.


 


A-1

















 


Contract
#: 830103


 


	
  Transportation Path

  	
   

  	
  Transportation 

  Path Quantity (Dth/D)

  
	
   

  	
   

  	
   

  
	
  For each period January 1 through the end of
  February during the term of this Service Agreement:

  
	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period March 1 through March 31 of each year
  during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period April 1 through April 30 of each year
  during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period May 1 through May 31 of each year
  during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period June 1 through August 31 of each year
  during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period September 1 through September 30 of
  each year during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  For the period October 1 through December 31 of each
  year during the term of this Service Agreement:

  
	
   

  	
   

  	
   

  
	
  ELA to ELA

  	
   

  	
  [***]

  



 


	
  SIGNED FOR
  IDENTIFICATION

  	
   

  
	
  

  PIPELINE:

  	
  

  A N Harris

  	
  

  CBA

  
	
   

  CUSTOMER:

  	
   

  Larry Wall

  	
   

  
	
   

  SUPERSEDES EXHIBIT A
  DATED

  	
   

  	
   

  
				



 


_________


***
Certain information on this page has been omitted and filed separately with the
SEC. Confidential treatment has been requested with respect to the omitted
portions.


 


A-2

















 


Contract
#: 830103


 


EXHIBIT
B, POINT (S) OF DELIVERY, DATED June 30, 2000,

TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1

BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION (“Pipeline”), AND

DUKE ENERGY HINDS, LLC (“Customer”),

DATED June 30, 2000:


 


	
   

  	
  Point of 

  Delivery

  	
   

  	
  Description

  	
   

  	
  Maximum 

  Daily 

  Delivery 

  Obligation

  	
   

  	
  Delivery 

  Pressure 

  Obligation

  	
   

  	
  Measurement 

  Responsibilities

  	
   

  	
  Owner

  	
   

  	
  Operator

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (dth)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  73252

  	
   

  	
  HINDS POWER
  PLANT

  	
   

  	
  ***

  	
   

  	
  540 PSIG

  	
   

  	
  TETCO

  	
   

  	
  TETCO

  	
   

  	
  TETCO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  01/01 - end
  of February

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 03/01 -
  03/31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 04/01 -
  04/30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 5/01 -
  5/31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 06/01 -
  08/31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 9/01 -
  09/30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  *** 10/01 -
  12/31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  SIGNED FOR
  IDENTIFICATION

  	
   

  
	
  

  PIPELINE:

  	
  

  A N Harris

  	
  CBA

  
	
  

  CUSTOMER:

  	
  

  Larry Wall

  	
   

  
	
  

  SUPERSEDES EXHIBIT B DATED

  	
   

  	
   

  
				



 


_________


***
Certain information on this page has been omitted and filed separately with the
SEC. Confidential treatment has been requested with respect to the omitted
portions.


 


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