exv10w1



 





Exhibit 10.1




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






HSS SERVICE AGREEMENT



THIS
AGREEMENT, made and entered into this day of July 27, 2007, by and
between HARDY STORAGE COMPANY, LLC (Seller) and WASHINGTON GAS LIGHT
COMPANY (Customer).



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



Section 1.     Service
to be Rendered. Seller shall perform and Customer shall receive
service in accordance with the provisions of the effective HSS Rate Schedule and applicable
General Terms and Conditions of Seller’s FERC Gas Tariff,
Original 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superseded in accordance with the rules and regulations of the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. Seller shall store
quantities of gas for Customer up to but not exceeding Customer’s Storage Contract Quantity as
specified in Appendix A, as the same may be amended from time to time by agreement
between Customer and Seller, 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. Customer warrants that service hereunder is being provided on
behalf of Customer.



Section 2.     Term. Service under this Agreement shall commence as of April 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 Customer may have under the
Commission’s regulations and Seller’s Tariff.



Section 3.     Rates.
Customer shall pay Seller 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 Agreement. Seller may agree to
discount its rate to Customer below Seller’s maximum rate, but not less than Seller’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 a specified point; and e) that a
specified discounted rate will apply in a specified relationship to the quantities actually
stored (i.e., that the reservation charge will be adjusted in a specified relationship to
quantities actually stored). 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 Seller’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 Seller 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 Customer shall be addressed to it at 6801 Industrial
Road, Springfield, Virginia 22151, Attention:
Director — Energy Acquisition, until changed by either
party by written notice.



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    Superseded Agreements.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






	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	HARDY STORAGE COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry D. McCallister
	 	 	 	By:
	 	/s/ Brian Adams
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	President & COO
	 	 	 	Title:
	 	Vice President – Marketing
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/25/07
	 	 	 	Date:
	 	7/27/07
	 

	 	 
	 	 	 	 	 	 










 





	 	 	 	 	 
	 

	 	Revision No.	 	0 

	 

	 	 	 	 
	 

	 	Control No.	 	 
	 

	 	 	 	 





Appendix A to Service Agreement No

Under Rate Schedule HSS

between Hardy Storage Company, LLC (Seller)

and Washington Gas Light Company (Customer)




Storage Contract Quantity    5,640,450    Dth




Maximum Daily Storage Quantity    80,166    Dth per day




CANCELLATION OF PREVIOUS APPENDIX A



Service pursuant to this Appendix A, Revision No 0 shall be effective from April 1, 2009, or upon
receipt of all necessary regulatory approvals, whichever is later, through March 31, 2023



    X    Yes
             No (Check applicable blank) This Appendix A, Revision No. 0 shall cancel and supersede
the previous Appendix A, Revision No. 1 effective as of April 1, 2008, to the Service Agreement
referenced above



With the
exception of this Appendix A, Revision No. 0 all other terms and conditions of said Service
Agreement shall remain in full force and effect




	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	HARDY STORAGE COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry D. McCallister
	 	 	 	By:
	 	/s/ Brian Adams
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	President & COO
	 	 	 	Its:
	 	Vice President – Marketing
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/25/07
	 	 	 	Date:
	 	7/27/07
	 

	 	 
	 	 	 	 	 	 



















 





	 	 	 	 	 
	 

	 	Revision No.	 	1 

	 

	 	 	 	 
	 

	 	Control No.	 	 
	 

	 	 	 	 





Appendix A
to Service Agreement No.

Under Rate Schedule HSS

between Hardy Storage Company, LLC (Seller)

and Washington Gas Light Company (Customer)




Storage
Contract Quantity    4,888,160    Dth




Maximum
Daily Storage Quantity    69,709    Dth per day




CANCELLATION OF PREVIOUS APPENDIX A



Service
pursuant to this Appendix A, Revision No. 1 shall be effective
from April 1, 2008, or upon
receipt of all necessary regulatory approvals, whichever is later, through March 31, 2023



   X     Yes
         No (Check applicable blank) This Appendix A, Revision No. 1 shall cancel and supersede
the previous Appendix A, Revision No. 0 effective as of
April 1, 2007, to the Service Agreement
referenced above



With the
exception of this Appendix A, Revision No. 1 all other terms and conditions of said Service
Agreement shall remain in full force and effect




	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	HARDY STORAGE COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry D. McCallister
	 	 	 	By:
	 	/s/ Brian Adams
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	President & COO
	 	 	 	Its:
	 	Vice President – Marketing
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/25/07
	 	 	 	Date:
	 	7/27/07
	 

	 	 
	 	 	 	 	 	 



















 





	 	 	 	 	 
	 

	 	Revision No.	 	1 

	 

	 	 	 	 
	 

	 	Control No.	 	 
	 

	 	 	 	 





Appendix A
to Service Agreement No.

Under Rate Schedule HSS

between Hardy Storage Company, LLC (Seller)

and Washington Gas Light Company (Customer)




Storage
Contract Quantity    3,258,773    Dth




Maximum
Daily Storage Quantity    46,473    Dth per day




CANCELLATION OF PREVIOUS APPENDIX A



Service
pursuant to this Appendix A, Revision No. 1 shall be effective
from April 1, 2007, or upon
receipt of all necessary regulatory approvals, whichever is later, through March 31, 2023



        Yes
     X    No
(Check applicable blank) This Appendix A, Revision No. 1 shall cancel and supersede
the previous Appendix A, Revision No. 0 effective as of
______________, 20_____, to the Service Agreement
referenced above



With the
exception of this Appendix A, Revision No. 1 all other terms and conditions of said Service
Agreement shall remain in full force and effect




	 	 	 	 	 	 	 	 	 
	WASHINGTON GAS LIGHT COMPANY	 	 	 	HARDY STORAGE COMPANY, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry D. McCallister
	 	 	 	By:
	 	/s/ Brian Adams
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	President & COO
	 	 	 	Its:
	 	Vice President – Marketing
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/25/07
	 	 	 	Date:
	 	7/27/07