MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
OMITTED PORTIONS ARE INDICATED BY "XXXX."
EXHIBIT 10.1
FIRM INTRASTATE
GAS TRANSPORTATION AGREEMENT
between
XTO ENERGY INC. and XTO RESOURCES I, LP
and
ENERGY TRANSFER FUEL, LP
JULY 1, 2005
TABLE OF CONTENTS
1.
DEFINITIONS
1 2.
POINTS OF RECEIPT AND POINTS OF DELIVERY
2 3.
OWNERSHIP AND CONTROL
3 4.
QUANTITY
4 5.
TERM
5 6.
FEE
5 7.
PRESSURES
10 8.
QUALITY
10 9.
MEASUREMENT
11 10.
FORCE
MAJEURE
14 11.
WARRANTIES, INDEMNIFICATIONS
15 12.
BILLING, PAYMENT
AND NOTICES
16 13.
ASSIGNMENT
18 14.
TAXES
18 15.
CONFIDENTIALITY AND PUBLIC ANNOUNCMENTS
19 16.
MISCELLANEOUS
19
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "C"
FIRM INTRASTATE
GAS TRANSPORTATION AGREEMENT
THIS FIRM INTRASTATE GAS TRANSPORTATION AGREEMENT (the "Agreement") made and
entered into effective and operative as of the 1st day of July, 2005, by and
between XTO ENERGY INC., and XTO RESOURCES I, LP, hereinafter collectively
referred to as "XTO", and ENERGY TRANSFER FUEL, LP a Delaware limited
partnership "ETF". ETF and XTO are sometimes collectively referred to herein as
the "Parties," and individually as a "Party".
W I T N E S S E T H :
WHEREAS, XTO owns and controls certain quantities of Gas produced in Texas; and
WHEREAS, XTO desires to have ETF transport its equity production of natural Gas
for XTO from time to time and is entering into this agreement to induce ETF to
construct certain pipeline facilities in Texas in order to receive and transport
said Gas for XTO as hereinafter provided.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in hand
paid by XTO to ETF and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto have agreed as
follows:
1. DEFINITIONS
The following definitions shall apply hereunder:
(a) "Btu." The term "Btu" shall mean British Thermal Unit.
(b) "Day." The term "day" shall mean a period of time beginning at 9:00 a.m.
Central Clock Time (CCT) on each calendar day and ending at 9:00 a.m. CCT on the
next succeeding calendar day.
(c) "Demand Fee" The term "Demand Fee" shall mean the fee XTO shall pay to ETF,
which will be equal to the fee as described in Paragraph 6, Section B.
(d) "Equity Gas" The term "Equity Gas" shall mean Gas produced from leaseholds
owned and/or operated by XTO and/or Gas delivered to ETF by means of a XTO, or
XTO affiliated, gathering facility at each Point of Receipt, whereby at least
80% of the Gas transported by ETF from such gathering facility is Gas produced
from leaseholds owned and/or operated by XTO.
(e) "Gas." The term "gas" shall mean natural gas as produced from wells
classified as gas wells or oil wells.
(f) "Firm." The term "firm" or "firm service" as used herein means that the
Reserved Capacity is not subject to a prior claim