exv10w2



 





     Exhibit 10.2



			
	 
	 	Service Agreement No. To Be Assigned          
	 
	 	Control No To Be Assigned          






TPS SERVICE AGREEMENT



THIS AGREEMENT, made and entered into this 8 day of February, 2006, by and between COLUMBIA GAS TRANSMISSION CORPORATION (“Transporter”)
and WASHINGTON GAS LIGHT COMPANY (“Shipper”).



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



Section 1.     Service
to be Rendered. Transporter shall perform and Shipper shall
receive service in accordance with the provisions of the effective TPS Rate Schedule and
applicable General Terms and Conditions of Transporter’s FERC Gas Tariff, Second Revised
Volume No 1 (Tariff), 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as the same may be amended or superseded in accordance with the rules and regulations of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. The maximum obligation of Transporter to deliver gas hereunder to or for
Shipper, the designation of the points of delivery at which Transporter shall deliver or
cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper
shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may
be amended from time to time by agreement between Shipper and Transporter, or in
accordance with the rules and regulations of the Commission. Service hereunder
shall be provided subject to the provisions of Part 284.223 of Subpart G of the
Commission’s regulations. Shipper warrants that service hereunder is being provided on
behalf of Shipper.



Section 2.     Term. Service under this Agreement shall commence as of November 1.
2007, or upon receipt of all necessary regulatory approvals, whichever is later, and
shall continue in full force and effect until March 31, 2023. Pre-granted abandonment
shall apply upon termination of this Agreement, subject to any right of first
refusal Shipper may have under the Commission’s regulations and
Transporter’s
Tariff.



Section 3.     Rates. Shipper shall pay Transporter the charges and furnish Retainage as
described in the above-referenced Rate Schedule, unless otherwise agreed to by the
parties in writing and specified as an amendment to this Service
Agreement. Transporter
may agree to discount its rate to Shipper below Transporter’s maximum rate, but
not less than Transporter’s minimum rate. Such discounted rate may apply to: a) specified
quantities (contract demand or commodity quantities); b) specified quantities above or
below a certain level or all quantities if quantities exceed a certain level; c)
quantities during specified time periods; d) quantities at specified points, locations,
or other defined geographical areas; and e) that a specified discounted rate will apply
in a specified relationship to the quantities actually transported
(i.e., that the
reservation charge will be adjusted in a specified relationship to quantities actually
transported). Transporter may also agree to discount its rate based on published index
prices for specific receipt or delivery points or other agreed-upon published pricing
reference points for price determination (such discounted rate may be based
on the differential between published index prices or arrived at by formula). A
discounted rate based on such basis differentials: (1) shall not change the underlying
rate design; (2) shall not include any minimum bill or minimum take provision that has
the affect of guaranteeing revenue, and (3) shall define the rate components to
be discounted. In addition, the discount agreement may include a provision that if one
rate component which was at or below the applicable maximum rate at the time the discount
agreement was executed subsequently exceeds the applicable maximum rate due to a change
in Transporter’s maximum rate so that such rate component must be adjusted downward to
equal the new applicable maximum rate, then other rate components may be adjusted upward
to achieve the agreed overall rate, so long as none of the resulting rate components
exceed the maximum rate applicable to that rate component. Such changes to rate components
shall be applied prospectively, commencing with the date a Commission order accepts
revised tariff sheets. However, nothing contained herein shall be
construed to alter a
refund obligation under applicable law for any period during which rates which had been
charged under a discount agreement exceeded rates which ultimately are found to be just
and reasonable.



Section 4.     Notices. Notices to Transporter under this Agreement shall be addressed to it at Post
Office Box 1273, Charleston, West Virginia 25325-1273, Attention: Manager Customer
Services and notices to Shipper shall be addressed to it at
Room 330, 6801 Industrial
Road, Springfield Virginia 22151 Attention: Ken Yagelski, until changed by either party
by written notice.

















 







    SERVICE
    AGREEMENT (Cont’d)



 



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



 


 


	 	 	 	 	 	 	 
	

    WASHINGTON GAS LIGHT COMPANY


	
 
	
    COLUMBIA GAS TRANSMISSION CORPORATION

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    By


	
 
	
    /s/ Terry D. McCallister
	
 
	
    By
	
 
	
    /s/ Mike Strauss

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Title


	
 
	
    President & COO
	
 
	
    Title
	
 
	
    Vice President

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Date


	
 
	
    2/7/2006
	
 
	
    Date
	
 
	
    2/8/2006

	
 
	
 
	
 
	
 
	
 
	
 
	
 











 







    Revision
    No.           




    Control
    No.           



 




    Appendix A
    to Service Agreement
    No.           




    Under Rate Schedule TPS




    between Columbia Gas Transmission Corporation
    (Transporter)




    and Washington Gas Light Company (Shipper)



 



    Transportation Demand  78,162  Dth/day



 



    Primary Receipt Points



 


 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Scheduling

    
	
 
	
    Scheduling

    
	
 
	
    Measuring

    
	
 
	
    Measuring

    
	
 
	
    Maximum Daily

    
	
 
	
    Minimum Receipt

    
	
 
	
    Hourly

    

	
    Point No.
	
 
	
    Point Name
	
 
	
    Point No.
	
 
	
    Point Name
	
 
	
    Quantity (Dth/day)
	
 
	
    Pressure Obligation (psig) 1/
	
 
	
    Flowrate (Dth/hour) 1/

	 

	

    839148


	
 
	
    Lost River
	
 
	
    839148
	
 
	
    Hardy/Lost

    River Storage
	
 
	
    78,162
	
 
	
 
	
 
	
 



















 





Revision
No. ______________________

Control No. ______________________





Appendix A
to Service Agreement No.________________

Under Rate Schedule TPS

between Columbia Gas Transmission Corporation (Transporter)

and Washington Gas Light Company (Shipper)




Transportation
Demand 78,162 Dth/day




(Continued)




Primary Delivery Points




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduling	 	Scheduling	 	Measuring	 	Measuring	 	Maximum Daily Delivery	 	Design Daily	 	Aggregate Daily	 	Minimum Delivery	 	Hourly
	Point No.	 	Point Name	 	Point No.	 	Point Name	 	Obligation (Dth/day) 1/	 	Quantity (Dth/day) 1/	 	Quantity 1/	 	Pressure Obligation (psig) 1/	 	Flowrate (Dth/hour) 1/
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78-30
	 	Washington
Gas-30	 	802675	 	WGL Dranesville	 	44,410	 	 	 	 	 	300	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78-30
	 	Washington
Gas-30	 	817762	 	Loudoun TCO to 
LNG	 	22,649	 	 	 	 	 	300	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78-28
	 	Washington
Gas-28	 	805458	 	Brink	 	6,662	 	 	 	 	 	300	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78-30
	 	Washington
Gas-30	 	836717	 	WGL Chantilly	 	4,441	 	 	 	 	 	300	 	 



















 







    Revision
    No.           




    Control
    No.           



 




    Appendix A
    to Service Agreement
    No.           




    Under Rate Schedule TPS




    between Columbia Gas Transmission Corporation
    (Transporter)




    and Washington Gas Light Company (Shipper)



 



    Transportation Demand  78,162 Dth/day



 



    (Continued)













 







    Revision
    No.           




    Control
    No.           



 




    Appendix A
    to Service Agreement
    No.           




    Under Rate Schedule TPS




    between Columbia Gas Transmission Corporation
    (Transporter)




    and Washington Gas Light Company (Shipper)



 



    Transportation Demand  78,162 Dth/day



 



    (Continued)



 



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



 



         Yes   X  No  (Check
    applicable blank) Transporter and Shipper have mutually agreed
    to a Regulatory Restructuring Reduction Option pursuant to
    Section 42 of the General Terms and Conditions of
    Transporter’s FERC Gas Tariff.



 



         Yes   X  No  (Check
    applicable blank) Shipper has a contractual right of first
    refusal equivalent to the right of first refusal set forth from
    time to time in Section 4 of the General Terms and
    Conditions of Transporter’s FERC Gas Tariff.



 



    Service pursuant to this Appendix A, Revision No. 0
    shall be effective from November 1, 2007 through
    March 31, 2023.



 



         Yes   X  No  (Check
    applicable blank) This Appendix A, Revision
    No.      shall cancel and
    supercede the previous Appendix A, Revision
    No.      effective as of
                        
    20   to the Service Agreement referenced above.



 



         Yes   X  No  (Check
    applicable blank) All gas shall be delivered at existing points
    of interconnection within the MDDO’s, and/or ADQ’s
    and/or DDQ’s, as applicable, set forth in
    Transporter’s currently effective Rate
    Schedule      Appendix A,
    Revision No.      with Shipper,
    which for such points set forth are incorporated herein by
    reference.



 



    With the exception of this Appendix A, Revision
    No.      all other terms and
    conditions of said Service Agreement shall remain in full force
    and effect.



 


 




	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	COLUMBIA GAS
TRANSMISSION CORPORATION
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terry D. McCallister
	 	 	 	By
	 	/s/ Mike Strauss
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its

	 	President & COO
	 	 	 	Its
	 	Vice President
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date

	 	 
	 	 	 	Date
	 	2/8/06