Commission
File No.
|
Registrant, State of Incorporation, Address,
and Telephone Number
|
I.R.S Employer
Identification No.
|
1-15467
|
Vectren Corporation
|
35-2086905
|
(An Indiana Corporation)
|
||
One Vectren Square,
|
||
Evansville, Indiana 47708
|
||
(812) 491-4000
|
||
1-16739
|
Vectren Utility Holdings, Inc.
|
35-2104850
|
(An Indiana Corporation)
|
||
One Vectren Square,
|
||
Evansville, Indiana 47708
|
||
(812) 491-4000
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit
Number
|
Description
|
|
10.1
|
Gas Sales and Portfolio Administration Agreement between Indiana Gas Company, Inc. and ProLiance Energy, LLC, effective April 1, 2011
|
|
10.2
|
Gas Sales and Portfolio Administration Agreement between Southern Indiana Gas and Electric Company and ProLiance Energy, LLC, effective April 1, 2011
|
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
|
|||
November 1, 2011
|
|||
By: /s/ M. Susan Hardwick
|
|||
M. Susan Hardwick
|
|||
Vice President, Controller & Assistant Treasurer
|
Exhibit
Number
|
Description
|
|
10.1
|
Gas Sales and Portfolio Administration Agreement between Indiana Gas Company, Inc. and ProLiance Energy, LLC, effective April 1, 2011
|
|
10.2
|
Gas Sales and Portfolio Administration Agreement between Southern Indiana Gas and Electric Company and ProLiance Energy, LLC, effective April 1, 2011
|
|
1.
|
Seller is a limited liability company created and existing under the laws of the State of Indiana, with its registered office at 111 Monument Circle, Suite 2200, Indianapolis, Indiana.
|
|
2.
|
Buyer is a corporation created and existing under the laws of the State of Indiana with its principal place of business at Evansville, Indiana.
|
|
3.
|
This Agreement contains the mutual promises and covenants pursuant to which Buyer as a purchaser of natural gas and portfolio administration services, and Seller as a merchant of natural gas and portfolio administration services, shall perform the transactions described herein.
|
|
4.
|
Under this Agreement, Seller agrees to provide natural gas to Buyer consistent with the terms and conditions contained herein.
|
5.
|
This Agreement contains terms that reflect the terms of a negotiated settlement agreement (“Settlement”) entered into with non-parties to this Agreement. The Agreement, as part of the Settlement, will be reviewed by the Indiana Utility Regulatory Commission (the "Commission"), and will become effective on the later of April 1, 2011 or the first day of the month following issuance of a final order by the Commission in Cause No. 43963 finding that the Agreement is in the public interest.
|
|
1.
|
The term “ANR” shall mean ANR Pipeline Company.
|
|
2.
|
The term "Balancing Quantities" shall mean the quantity of Gas which satisfies the difference between the Gas quantities scheduled for delivery to Buyer's Delivery Points and the actual physical flow of Gas taken by Buyer at the Delivery Points.
|
|
3.
|
The term "Btu" shall mean British thermal unit, as defined in Transporter's Tariff
|
|
4.
|
The term "Contract Month" shall mean a calendar month during the effectiveness of this Agreement.
|
|
5.
|
The term “Contract Rates” shall apply to the demand costs as well as the variable costs associated with delivery service as described in Appendix C.
|
|
6.
|
The term “Day” shall be defined as it is defined in Transporter’s Tariff, or as applied by Transporter.
|
|
7.
|
The term “Delivery Points” shall mean the points of delivery of Gas from Seller to Buyer as specified in Appendix A.
|
|
8.
|
The term “FERC” shall mean the Federal Energy Regulatory Commission.
|
|
11.
|
The term "Maximum Daily Quantities" or "MDQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points on a particular day.
|
|
12.
|
The term "Maximum Portfolio Entitlement" shall mean the maximum deliverability that Buyer is entitled to under the Services identified on Appendix C.
|
|
13.
|
The term "Maximum Seasonal Quantities" or "MSQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points in a Summer or Winter.
|
|
14.
|
The terms "MMBtu”, "Dekatherm" or "DTH" shall mean one million (1,000,000) BTUs.
|
|
15.
|
The term "Nominated Daily Quantities" shall mean the quantity of Gas nominated on a particular day for delivery to Buyer's Delivery Points, including deliveries to storage for Buyer.
|
|
19.
|
The term “TETCO” shall mean Texas Eastern Transmission Corporation.
|
|
20.
|
The term "Texas Gas" shall mean Texas Gas Transmission Corporation.
|
|
21.
|
The term "Transporter" shall mean the transporting pipeline(s) interconnected with Buyer, including without limitation PEPL, TL, Texas Gas, or Heartland Gas as applicable to the transaction involved.
|
|
22.
|
The term "Transporter's Tariff” shall mean the tariff provisions of Transporter, as approved by the FERC, or any successor thereto, and Buyer's or Seller's contractual arrangements with Transporter, including changes to such tariff and arrangements made after this Agreement is effective.
|
|
24.
|
The term "Winter" shall mean the winter season months of November through March, inclusive.
|
|
Gas Sales And Portfolio Administration Agreement
|
Buyer's Primary Delivery Points A List Primary Delivery Points on appropriate pipelines
|
Buyer’s Maximum Quantities B Sets forth in Dth, by month and season, Buyer’s Maximum Daily Quantities
|
Portfolio Information C Lists current Delivery Services
|
Supplier Reservation Costs D Lists Monthly and Seasonal Supplier Reservation Costs
|
Commodity Purchases-Gas Cost E Incorporates the GCIM that is part of the Incentive Mechanism Settlement Agreement
|
Notices F Addresses for purposes of notice to Seller and Buyer
|
Invoice/Payment Data G Sets invoice date and payment terms
|
Demand Cost Credit H Sets Demand Cost Credit determined per Settlement
|
Diversion of Entitlements I Entitlements diverted from and to Buyer
|
Portfolio Services J Specifics on portfolio services
|
|
Gas Sales and Portfolio Administration Agreement
|
2509 Dana
2510 Danville
2515 Elwood
2516 Fairmount
2530 Noblesville
2531 North Salem
2535 Richmond
2538 Tipton
2576 Huntington
2597 Crawfordsville
2605 Upland
2684 Unionport
2751 Montpelier
2754 Sheridan
2757 Bloomingdale
2772 Newport
2780 Lebanon
2795 Anderson
2796 Zionsville
|
2812 Carpentersville
2822 Fowlerton
2823 Richmond
5233 Anderson 121N Rural
5530 Cent. Ind. Rurals
5531 West of Zionsville
5532 North of Zionsville
5534 East of King
5864 King
010530010 East Hancock School
010530030 Hope
010530070 Dunkirk
032150100 Muncie
037045550 ANR Storage Facilities ANRNNS
NN Service Injection Points
PEPL IND GAS-INJ
CGCU Points of Interconnection
with Citizens Gas & Coke Utility
|
14411 Bedford
14412 Bedford
14431 Columbus
14432 Columbus
14433 Columbus
14461 Bargersville
14463 Bargersville
14481 Mitchell
14482 Mitchell
14491 Needmore
14492 Needmore
14493 Needmore
|
14501 Seymour
14511 Waynesville
14512 Waynesville
14521 Rural (Mitchell)
14522 Rural (Martinsville)
14531 Crane
14533 Crane
18531 Rural Ind.
037047100 West Shelbyville
CGCU Points of Interconnection with Citizens Gas & Coke Utility
70018 TETCO Seymour
|
14523 Rural (Terre Haute)
14531 Crane
14533 Crane
18421 Sand Cut
18422 Sand Cut
18423 Sand Cut
18424 Sand Cut
18451 Clinton
18452 Clinton
18461 Hercules Clinton
18462 Hercules Clinton
|
18491 Terre Haute-2
18492 Terre Haute-2
18511 Terre Haute-4
18521 Stuckey Rd.
18522 Stuckey Rd.
18523 Stuckey Rd.
18541 Terre Haute-6
18542 Terre Haute-6
18571 Magaret (Terre Haute)
18573 Magaret (Terre Haute)
|
Month
|
PEPL
|
ANR
|
North/East
|
Central/Terre Haute/South Texas Gas
|
TETCO
Greensburg
|
November, 2010
|
97,086
|
0
|
97,086
|
12,394
|
159
|
December, 2010
|
172,086
|
0
|
172,086
|
19,634
|
266
|
January, 2011
|
172,086
|
0
|
172,086
|
21,916
|
266
|
February, 2011
|
142,087
|
0
|
142,087
|
20,680
|
266
|
March, 2011
|
107,087
|
0
|
107,087
|
10,349
|
213
|
April, 2011
|
101,017
|
0
|
101,017
|
26,339
|
106
|
May, 2011
|
98,920
|
0
|
98,920
|
18,738
|
53
|
June, 2011
|
113,779
|
0
|
113,779
|
13,458
|
53
|
July, 2011
|
108,559
|
0
|
108,559
|
12,868
|
53
|
August, 2011
|
108,559
|
0
|
108,559
|
12,972
|
53
|
September, 2011
|
113,778
|
0
|
113,779
|
15,346
|
53
|
October, 2011
|
113,779
|
0
|
113,779
|
22,602
|
106
|
Month
|
PEPL
|
ANR
|
North/East
|
Texas Gas
|
MGT
|
Central/Terre Haute/South
|
TETCO
Greensburg
|
November, 2010
|
107,202
|
66,367
|
173,569
|
71,580
|
8,081
|
79,661
|
635
|
December, 2010
|
32,202
|
66,367
|
98,569
|
64,366
|
8,081
|
72,447
|
532
|
January, 2011
|
32,202
|
66,367
|
98,569
|
62,094
|
8,081
|
70,175
|
532
|
February, 2011
|
62,201
|
66,367
|
128,568
|
63,325
|
8,081
|
71,406
|
532
|
March, 2011
|
97,021
|
66,367
|
163,388
|
73,622
|
8,081
|
81,703
|
585
|
April, 2011
|
60,898
|
0
|
60,898
|
26,415
|
5,051
|
31,466
|
106
|
May, 2011
|
62,996
|
0
|
62,996
|
33,994
|
5,051
|
39,045
|
106
|
June, 2011
|
32,478
|
0
|
32,478
|
29,009
|
5,051
|
34,060
|
106
|
July, 2011
|
32,479
|
0
|
32,479
|
29,599
|
5,051
|
34,650
|
106
|
August, 2011
|
32,479
|
0
|
32,479
|
29,495
|
5,051
|
34,546
|
106
|
September, 2011
|
48,137
|
0
|
48,137
|
37,374
|
5,051
|
42,425
|
106
|
October, 2011
|
48,137
|
0
|
48,137
|
30,142
|
5,051
|
35,193
|
106
|
System
|
Winter Months (Nov.-Mar.)
|
Summer Months (Apr.-Oct.)
|
||
Monthly
Index
Reserved
Quantity
|
Daily
Index
Reserved
Quantity
|
Monthly
Index
Reserved
Quantity
|
Daily
Index
Reserved
Quantity
|
|
North/East
|
$0.0000
|
$0.0056
|
$.0004
|
$.0050
|
Central/Terre Haute/South
|
$0.0025
|
$0.0075
|
$.0025
|
$.0031
|
Greensburg
|
$0.0200
|
$0.0200
|
$.0200
|
$.0200
|
|
North/East
|
|
PEPL
|
|
North/East & Central
|
|
ANR
|
|
Central/Terre Haute System
|
|
Texas Gas Z-3
|
|
South System
|
|
Texas Gas Z-4
|
|
Westport System
|
|
Texas Eastern
|
Month
|
Gross Demand Cost
|
Demand Credit
|
Net Demand Cost
|
Apr
|
$4,594,586.00
|
$51,760.00
|
$4,542,826.00
|
May
|
$3,872,714.00
|
$51,759.00
|
$3,820,955.00
|
Jun
|
$3,836,414.00
|
$51,760.00
|
$3,784,654.00
|
Jul
|
$3,855,489.00
|
$51,759.00
|
$3,803,730.00
|
Aug
|
$3,855,489.00
|
$51,759.00
|
$3,803,730.00
|
Sep
|
$3,836,414.00
|
$51,760.00
|
$3,784,654.00
|
Oct
|
$4,836,236.00
|
$51,759.00
|
$4,784,477.00
|
Nov
|
$6,332,553.00
|
$51,760.00
|
$6,280,793.00
|
Dec
|
$7,067,291.00
|
$51,759.00
|
$7,015,532.00
|
Jan
|
$7,067,291.00
|
$51,759.00
|
$7,015,532.00
|
Feb
|
$6,946,295.00
|
$51,759.00
|
$6,894,536.00
|
Mar
|
$6,393,051.00
|
$51,759.00
|
$6,341,292.00
|
Total
|
$62,493,823.00
|
$621,112.00
|
$61,872,711.00
|
|
A.
|
Seller shall reimburse Buyer for applicable variable costs Buyer incurs in replacing diverted supply with its own on system gas sources.
|
|
B.
|
If such diversion causes Buyer to incur gas costs related to on system gas sources, Seller shall reimburse Buyer or otherwise assure Buyer suffers no economic detriment from such incurrence of gas costs.
|
|
C.
|
The “Shoulder Month Season” shall be the consecutive months of October, November, December, January, February, March and April during the term of this Agreement. Unless otherwise agreed, the maximum diversion quantity shall not exceed 70,000 Dth on any day or 700,000 Dth for any Shoulder Month Season.
|
|
D.
|
Seller shall administer Buyer’s gas supply portfolio such that any diversion will not endanger Buyer’s ability to meet system demands.
|
Contract Month
|
Maximum Daily PSS
|
Maximum Annual PSS
|
December
|
70,000 Dth/day
|
700,000 Dth during any
|
January
|
70,000 Dth/day
|
December, January,
|
February
|
70,000 Dth/day
|
February period
|
|
2. Unless otherwise agreed upon, Seller shall provide 40,000 of the entitlements to Buyer’s Central system and 30,000 of the entitlements to Buyer’s North/East System.
|
|
3.
|
For PSS nominated for Buyer, Buyer shall pay Seller ;
|
|
a. The total cost/Dth of Appendix I Diversions from Citizens Gas & Coke Utility to Seller for the applicable gas day, plus any cost to transfer or exchange the diverted gas.
|
|
4.
|
PSS service expires March 31, 2012.
|
|
Amendment
|
1.
|
WDS 2 shall incorporate the no-notice features, cyclability, annual storage deliverability, and other service provisions (“Service Provisions”) reflected in ANR FERC Tariffs for ETS, NNS and FSS.
|
2.
|
Seller shall provide Buyer with WDS 2 with the following delivered service entitlements:
|
|
a.
|
For WDS 2 Commodity:
|
|
b.
|
For WDS 2 Variable Costs:
|
|
c. For WDS 2 Other Costs:
|
|
APPENDIX J.3 - Winter Delivery Service 3
|
|
Winter Delivery Service 3 ANR (“WDS 3”)
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 3 with the following delivered service entitlements:
|
|
5.
|
Sellers provisions of WDS 3 shall be subject to the provisions of service reflected in ANR’s Gathering & ETS tariffs, as well as other ANR FERC tariffs as may be applicable to the provision of those services.
|
|
APPENDIX J.4 - Winter Delivery Service 4
|
|
Winter Delivery Service 4 PEPL (“WDS 4”)
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 4 with the following delivered service entitlements:
|
|
5.
|
Sellers provisions of WDS 4 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
|
1.
|
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:
|
|
2.
|
Delivery of these volumes will be into the Central system.
|
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For ADS 5 Commodity as follows:
|
|
c.
|
For ADS 5 Other Costs:
|
|
4.
|
Notice for this ADS 5 service is November 30, 2010. Service expires May 31, 2011.
|
|
5.
|
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.
|
|
1.
|
Starting June 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:
|
|
2.
|
Delivery of these volumes will be into the Central system.
|
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For ADS 5 Commodity as follows:
|
|
c.
|
For ADS 5 Other Costs:
|
|
4.
|
Notice for this ADS 5 service is November 30, 2011. Service expires May 31, 2012.
|
|
5.
|
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 6 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
19,458
|
27,023
|
36,788
|
30,318
|
113,587
|
April
|
7,787
|
22,431
|
33,712
|
11,200
|
75,130
|
May-September
|
7,787
|
22,431
|
0
|
0
|
30,218
|
October
|
7,787
|
22,431
|
47,133
|
11,200
|
88,551
|
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s Central and Terre Haute systems (as outlined above).
|
|
a.
|
For Unnominated Quantities:
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 6 Variable Costs:
|
|
|
d.
|
For ADS 6 Other Costs:
|
|
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.
|
|
5.
|
Sellers provisions of ADS 6 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
2.
|
Starting November 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 6 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
27,553
|
14,836
|
39,779
|
21,419
|
103,587
|
April
|
17,912
|
9,646
|
26,622
|
14,336
|
68,516
|
May-September
|
17,912
|
9,646
|
27,558
|
||
October
|
17,912
|
9,646
|
39,897
|
13,300
|
80,755
|
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s Central and Terre Haute systems (as outlined above).
|
|
a.
|
For Unnominated Quantities:
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 6 Variable Costs:
|
|
|
d.
|
For ADS 6 Other Costs:
|
|
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.
|
|
4.
|
Notice & Service Expiration Dates for this ADS 6 service as detailed below:
|
a.
|
Notice Oct 31, 2012Service Expires : Oct 31, 2013
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,184
|
4,945
|
13,260
|
7,140
|
34,529
|
April
|
5,971
|
3,215
|
8,874
|
4,779
|
22,839
|
May-September
|
5,971
|
3,215
|
9,186
|
||
October
|
5,971
|
3,215
|
13,299
|
4,434
|
26,919
|
Nov. – Mar
|
Apr. – Oct
|
||||
Maximum Seasonal Qty
|
2,735,891
|
1,363,510
|
|||
Un-nominated Winter Seasonal Qty
|
602,299
|
b.
|
Notice Oct 31, 2013Service Expires : Oct 31, 2014
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,184
|
4,945
|
13,260
|
7,140
|
34,529
|
April
|
5,971
|
3,215
|
8,874
|
4,779
|
22,839
|
May-September
|
5,971
|
3,215
|
9,186
|
||
October
|
5,971
|
3,215
|
13,299
|
4,434
|
26,919
|
Nov. – Mar
|
Apr. – Oct
|
||||
Maximum Seasonal Qty
|
2,735,891
|
1,363,510
|
|||
Un-nominated Winter Seasonal Qty
|
602,299
|
c.
|
Notice Oct 31, 2015Service Expires : Oct 31, 2016
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,185
|
4,946
|
13,259
|
7,139
|
34,529
|
April
|
5,970
|
3,216
|
8,874
|
4,778
|
22,838
|
May-September
|
5,970
|
3,216
|
9,186
|
||
October
|
5,970
|
3,216
|
13,299
|
4,432
|
26,917
|
Nov. – Mar
|
Apr. – Oct
|
||||
Maximum Seasonal Qty
|
2,735,890
|
1,363,509
|
|||
Un-nominated Winter Seasonal Qty
|
602,299
|
|
5.
|
Sellers provisions of ADS 6 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 9 with the following delivered service entitlements:
|
Contract Month
|
Max Nominated
|
|
Daily Qty
|
November - March
|
20,000 Dth/day
|
April - October
|
10,000 Dth/day
|
|
2.
|
Unless otherwise agreed upon, Seller shall provide 6,500 Dth/day of entitlements to Buyer’s Central System, the remaining entitlements shall be provided to Buyer’s South system.
|
|
a.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
b.
|
For ADS 9 Variable Costs:
|
|
|
c.
|
For ADS 9 Other Costs:
|
|
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.
|
|
5.
|
Sellers provisions of ADS 9 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For Unnominated Quantities:
|
|
Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season. During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 10 Variable Costs:
|
|
Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule (Zone 4) and other applicable costs, if any as billed.
|
|
|
d.
|
For ADS 10 Other Costs:
|
|
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.
|
4.
|
Notice for this ADS 10 service is October 31, 2010. Service expires October 31, 2011.
|
|
5.
|
Sellers provisions of ADS 10 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
|
1.
|
Starting November 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 10 with the following delivered service entitlements:
|
5.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.
|
6.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For Un-nominated Quantities:
|
|
Summer purchase quantities will be determined jointly by the parties prior to April 1 of each year to replace quantities delivered during the prior winter season. During each summer month, Buyer shall pay Seller one seventh of the summer purchase quantity times the Texas Gas Monthly Index price.
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 10 Variable Costs:
|
|
Variable Cost & Fuels under the effective max rate Texas Gas NNS rate schedule (Zone 4) and other applicable costs, if any as billed.
|
|
|
d.
|
For ADS 10 Other Costs:
|
|
Other applicable costs if any as billed including penalties, overrun charges, etc as mutually agreed upon by both parties.
|
7.
|
Notice & Expiration dates for the following portions of ADS 10 service as listed below:
|
a.
|
Notice Oct 31, 2013Service Expires : Oct 31, 2014
|
b.
|
Notice Oct 31, 2015Service Expires : Oct 31, 2016
|
8.
|
Sellers provisions of ADS 10 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
|
1.
|
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 11 with the following delivered Service entitlements:
|
|
2.
|
Delivery of these volumes will be into the Northeast system.
|
|
a.
|
For ADS 11 Commodity as follows:
|
|
c.
|
For ADS 11 Other Costs:
|
|
4.
|
Notice for 38,572 of this ADS 11 service is March 31, 2012 expiring on March 31, 2013.
|
|
5.
|
Sellers provisions of ADS 11 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 12 with the following delivered service entitlements:
|
|
2.
|
Unless otherwise agreed upon, delivery of these volumes will be into the Northeast system.
|
|
3.
|
Buyer shall pay Seller as follows:
|
a)
|
For Unnominated Quantities:
|
b)
|
For ADS 12 Quantities Variable Costs:
|
c)
|
For ADS 12 Other Costs:
|
|
4.
|
Notice for 1,346,640 of this ADS 2 service is March 31, 2012 expiring on March 31, 2013.
|
|
Notice for 1,346,640 of this ADS 2 service is March 31, 2014 expiring on March 31, 2015.
|
|
Notice for 1,346,640 of this ADS 2 service is March 31, 2016 expiring on March 31, 2017.
|
|
Notice for 1,686,400 of this ADS 2 service is March 31, 2023 expiring on March 31, 2024.
|
|
Notice for 1,686,400 of this ADS 2 service is March 31, 2028 expiring on March 31, 2029.
|
|
Notice for 1,686,400 of this ADS 2 service is March 31, 2033 expiring on March 31, 2034.
|
|
5.
|
Sellers provisions of ADS 12 shall be subject to the provisions of PEPL EFT, & FS Tariffs as well as applicable FERC tariffs.
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 14 with the following delivered service entitlements:
|
|
|
Max |
|
Contract
|
Nominated
|
|
Months
|
Daily Qty
|
November - October
|
750 Dth/day
|
|
2.
|
Unless otherwise agreed upon, delivery of these volumes will be into the Westport system.
|
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For ADS 14 Variable Costs:
|
c.
|
For ADS 14 Other Costs:
|
|
4.
|
Notice for this ADS 14 Service is April 30, 2011. Service expires April 30, 2013. A 2 year notice is required for termination of this service. Service rolls 1 year out each year.
|
|
5.
|
Sellers provisions of ADS 14 shall be subject to the provisions of Texas Eastern SCT Tariff as well as applicable FERC tariffs.
|
|
1.
|
Starting April 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with SDS 1 with the following delivered Service entitlements:
|
|
2.
|
These delivery service entitlements shall be available at the PEPL-ANR Defiance interconnect, subject to availability, within Buyer’s supply plan, of unutilized entitlements at the Indiana Gas Gate on Panhandle Eastern Pipeline.
|
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For SDS 1 Variable Costs:
|
|
b.
|
For SDS 1 Other Costs:
|
|
4.
|
This SDS 1 service expires March 31, 2012.
|
|
5.
|
Sellers provisions of SDS 1 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
|
1.
|
Seller is a limited liability company created and existing under the laws of the State of Indiana, with its registered office at 111 Monument Circle, Suite 2200, Indianapolis, Indiana.
|
|
2.
|
Buyer is a corporation created and existing under the laws of the State of Indiana with its principal place of business at Evansville, Indiana.
|
|
3.
|
This Agreement contains the mutual promises and covenants pursuant to which Buyer as a purchaser of natural gas and portfolio administration services, and Seller as a merchant of natural gas and portfolio administration services, shall perform the transactions described herein.
|
|
4.
|
Under this Agreement, Seller agrees to provide natural gas to Buyer consistent with the terms and conditions contained herein.
|
5.
|
This Agreement contains terms that reflect the terms of a negotiated settlement agreement (“Settlement”) entered into with non-parties to this Agreement. The Agreement, as part of the Settlement, will be reviewed by the Indiana Utility Regulatory Commission (the "Commission"), and will become effective on the later of April 1, 2011 or the first day of the month following issuance of a final order by the Commission in Cause No. 43963 finding that the Agreement is in the public interest.
|
|
1.
|
The term "Balancing Quantities" shall mean the quantity of Gas which satisfies the difference between the Gas quantities scheduled for delivery to Buyer's Delivery Points and the actual physical flow of Gas taken by Buyer at the Delivery Points.
|
|
2.
|
The term "Btu" shall mean British thermal unit, as defined in Transporter's Tariff
|
|
3.
|
The term "Contract Month" shall mean a calendar month during the effectiveness of this Agreement.
|
|
4.
|
The term “Contract Rates” shall apply to the demand costs as well as the variable costs associated with delivery service as described in Appendix C.
|
|
5.
|
The term “Day” shall be defined as it is defined in Transporter’s Tariff, or as applied by Transporter.
|
|
6.
|
The term “Delivery Points” shall mean the points of delivery of Gas from Seller to Buyer as specified in Appendix A.
|
|
7.
|
The term “FERC” shall mean the Federal Energy Regulatory Commission.
|
8.
|
The term “Gas” shall mean natural gas.
|
9.
|
The term “GCIM” shall mean the gas cost incentive mechanism provided for in the Settlement.
|
|
10.
|
The term "Maximum Daily Quantities" or "MDQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points on a particular day.
|
|
11.
|
The term "Maximum Portfolio Entitlement" shall mean the maximum deliverability that Buyer is entitled to under the Services identified on Appendix C.
|
|
12.
|
The term "Maximum Seasonal Quantities" or "MSQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points in a Summer or Winter.
|
|
13.
|
The term “MGT” shall mean Midwestern Gas Transmission Company.
|
|
14
|
The terms "MMBtu”, "Dekatherm" or "DTH" shall mean one million (1,000,000) BTUs.
|
|
15.
|
The term "Nominated Daily Quantities" shall mean the quantity of Gas nominated on a particular day for delivery to Buyer's Delivery Points, including deliveries to storage for Buyer.
|
|
18.
|
The term "Portfolio Services" shall mean all of the Services that may be utilized to deliver Gas to Buyer, and which are identified on Appendix C.
|
|
20.
|
The term TETCO shall mean Texas Eastern Transmission Corporatation.
|
|
21.
|
The term "Texas Gas" shall mean Texas Gas Transmission Corporation.
|
|
22.
|
The term "Transporter" shall mean the transporting pipeline(s) interconnected with Buyer, including without limitation PEPL, TL, Texas Gas, or Heartland Gas as applicable to the transaction involved.
|
|
23.
|
The term "Transporter's Tariff” shall mean the tariff provisions of Transporter, as approved by the FERC, or any successor thereto, and Buyer's or Seller's contractual arrangements with Transporter, including changes to such tariff and arrangements made after this Agreement is effective.
|
|
24.
|
The term "Winter" shall mean the winter season months of November through March, inclusive.
|
|
Gas Sales And Portfolio Administration Agreement
|
Buyer's Primary Delivery Points A List Primary Delivery Points on appropriate pipelines
|
Buyer’s Maximum Quantities B Sets forth in Dth, by month and season, Buyer’s Maximum Daily Quantities
|
Portfolio Information C Lists current Delivery Services
|
Supplier Reservation Costs D Lists Monthly and Seasonal Supplier Reservation Costs
|
Commodity Purchases-Gas Cost E Incorporates the GCIM that is part of the Incentive Mechanism Settlement Agreement
|
Notices F Addresses for purposes of notice to Seller and Buyer
|
Invoice/Payment Data G Sets invoice date and payment terms
|
Demand Cost Credit H Sets Demand Cost Credit determined per Settlement
|
Diversion of Entitlements I Entitlements diverted from and to Buyer
|
Portfolio Services J Specifics on portfolio services
|
|
Gas Sales and Portfolio Administration Agreement
|
Month
|
MGT
|
TGT
Gulf Coast
|
TETCO
|
November, 2010
|
5,051
|
19,654
|
423
|
December, 2010
|
10,101
|
23,323
|
426
|
January, 2011
|
10,101
|
23,323
|
426
|
February, 2011
|
10,101
|
22,033
|
426
|
March, 2011
|
5,051
|
18,838
|
426
|
April, 2011
|
2,020
|
14,634
|
106
|
May, 2011
|
2,020
|
14,975
|
106
|
June, 2011
|
1.010
|
15,434
|
80
|
July, 2011
|
1,010
|
15,375
|
80
|
August, 2011
|
1,010
|
15,375
|
80
|
September, 2011
|
4,040
|
15,434
|
106
|
October, 2011
|
6,061
|
13,775
|
106
|
Month
|
MGT
|
TGT
Gulf Coast
|
TETCO
|
November, 2010
|
20,202
|
7,316
|
635
|
December, 2010
|
30,303
|
3,647
|
638
|
January, 2011
|
30,303
|
3,647
|
638
|
February, 2011
|
30,303
|
4,937
|
638
|
March, 2011
|
20,202
|
8,132
|
638
|
April, 2011
|
12,121
|
12,703
|
106
|
May, 2011
|
10,101
|
12,362
|
106
|
June, 2011
|
5,051
|
11,903
|
106
|
July, 2011
|
5,051
|
11,962
|
106
|
August, 2011
|
5,051
|
11,962
|
106
|
September, 2011
|
10,101
|
11,903
|
106
|
October, 2011
|
12,121
|
13,562
|
106
|
System
|
Winter Months (Nov.-Mar.)
|
Summer Months (Apr.-Oct.)
|
|||
Monthly
Index
Reserved
Quantity
|
Daily
Index
Reserved
Quantity
|
Monthly
Index
Reserved
Quantity
|
Daily
Index
Reserved
Quantity
|
||
MGT
|
$0.0137
|
$0.0150
|
$0.0050
|
$0.0065
|
|
TGT Gulf Coast
|
$0.0002
|
$0.0025
|
$0.0002
|
$0.0025
|
|
TETCO
|
$0.0200
|
$0.0200
|
$0.0200
|
$0.0200
|
Month
|
Gross Demand Cost
|
Demand Credit
|
Net Demand Cost
|
Apr
|
$548,703.00
|
$634.00
|
$548,069.00
|
May
|
$427,679.00
|
$634.00
|
$427,045.00
|
Jun
|
$416,553.00
|
$634.00
|
$415,919.00
|
Jul
|
$427,679.00
|
$634.00
|
$427,045.00
|
Aug
|
$427,679.00
|
$634.00
|
$427,045.00
|
Sep
|
$416,553.00
|
$634.00
|
$415,919.00
|
Oct
|
$606,333.00
|
$634.00
|
$605,699.00
|
Nov
|
$546,110.00
|
$634.00
|
$545,476.00
|
Dec
|
$698,420.00
|
$634.00
|
$697,786.00
|
Jan
|
$698,420.00
|
$634.00
|
$697,786.00
|
Feb
|
$658,701.00
|
$634.00
|
$658,067.00
|
Mar
|
$561,555.00
|
$634.00
|
$560,921.00
|
Total
|
$6,434,385.00
|
$7,608.00
|
$6,426,777.00
|
|
April 1, 2011
|
|
APPENDIX J.1 - Winter Delivery Service 1
|
|
Winter Delivery Service 1 TGT (“WDS 1”)
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 1 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
Monthly
|
Daily Qty
|
Demand $
|
November
|
0 Dth/day
|
December-February
|
25,000 Dth/day
|
March- October
|
0 Dth/day
|
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
b.
|
For WDS 1 Variable Costs:
|
|
c.
|
For WDS 1 Other Costs:
|
|
4.
|
Notice for this WDS 1 service is March 31, 2011. Service expires March 31, 2012.
|
|
5.
|
Sellers provisions of WDS 1 shall be subject to the provisions of service reflected in Texas Gas STF tariffs, as well as other Texas Gas tariffs as may be applicable to the provision of those services
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 1 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
South
|
MUNDQ
South
|
MNDQ
North
|
MUNDQ
North
|
Total
MDQ
|
November - March
|
6,774
|
18,040
|
2,560
|
1,126
|
28,500
|
April
|
7,882
|
10,657
|
3,800
|
1,776
|
24,115
|
May-
September
|
7,882
|
3,800
|
11,682
|
||
October
|
7,882
|
13,942
|
3,800
|
2,324
|
27,948
|
|
a.
|
For Unnominated Quantities:
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 1 Variable Costs:
|
|
|
d.
|
For ADS 1 Other Costs:
|
|
April 1, 2011
|
|
5.
|
Sellers provisions of ADS 1 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
|
1.
|
Starting November 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 1 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
South
|
MUNDQ
South
|
MNDQ
North
|
MUNDQ
North
|
Total
MDQ
|
November - March
|
5,628
|
15,686
|
2,560
|
1,126
|
25,000
|
April
|
6,447
|
9,130
|
3,800
|
1,776
|
21,153
|
May-
September
|
6,447
|
3,800
|
10,247
|
||
October
|
6,447
|
11,944
|
3,800
|
2,324
|
24,515
|
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s TGT City gates (as outlined above).
|
|
a.
|
For Unnominated Quantities:
|
|
b.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
c.
|
For ADS 1 Variable Costs:
|
|
|
d.
|
For ADS 1 Other Costs:
|
|
5.
|
Sellers provisions of ADS 1 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 2 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
South
|
MNDQ
North
|
Total
MDQ
|
November-October
|
13,000
|
2,000
|
15,000
|
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s SIGECO North & South Shipper Deduct TGT City gate.
|
|
a.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
b.
|
For ADS 2 Variable Costs:
|
|
c.
|
For ADS 7 Other Costs:
|
|
5.
|
Sellers provisions of ADS 2 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
|
APPENDIX K.3 - Annual Delivery Service 3
|
|
Annual Delivery Service 3 MGT (“ADS 3”)
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 3 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
Daily Qty
|
November - October
|
35,000 Dth/day
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s system.
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For Nominated Commodity as follows:
|
|
b.
|
For ADS 3 Variable Costs:
|
|
Variable Cost & Fuel under the effective max rate Midwestern FT-A rate schedule and other applicable costs, if any as billed.
|
|
c.
|
For ADS 3 Other Costs:
|
|
4.
|
Notice for 30,000 Dth/day is October 1, 2013. Service expires March 31, 2014.
|
|
5.
|
Sellers provisions of ADS 3 shall be subject to the provisions of service reflected in Midwestern FT tariffs, as well as other Midwestern FERC tariffs as may be applicable to the provision of those services.
|
|
APPENDIX K.4 - Annual Delivery Service 4
|
|
Annual Delivery Service 4 OVH (“ADS 4”)
|
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 4 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
Daily Qty
|
November - October
|
30,000 Dth/day
|
|
3.
|
Buyer shall pay Seller as follows:
|
|
a.
|
For Nominated Commodity as follows:
|
|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
|
|
b.
|
For ADS 4 Variable Costs:
|
|
Variable Cost Rate of $.031/Dth and other applicable costs, if any as billed.
|
|
c.
|
For ADS 4 Other Costs:
|
4.
|
Notice for termination is April 30, 2010. Service will roll 1year without notice. Service expires October 31, 2011.
|
|
5.
|
Sellers provisions of ADS 4 shall be subject to the provisions of service reflected in Ohio Valley Hub FT tariffs, as well as other Ohio Valley Hub tariffs as may be applicable to the provision of those services
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APPENDIX K.4 - Annual Delivery Service 4
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Annual Delivery Service 4 OVH (“ADS 4”)
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1.
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Starting November 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 4 with the following delivered service entitlements:
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Contract Months
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Max Nominated
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Daily Qty
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November - October
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25,000 Dth/day
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3.
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Buyer shall pay Seller as follows:
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a.
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For Nominated Commodity as follows:
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Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
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b.
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For ADS 4 Variable Costs:
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Variable Cost Rate of $.031/Dth and other applicable costs, if any as billed.
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c.
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For ADS 4 Other Costs:
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5.
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Notice for termination is April 30, 2011. Service will roll 1year without notice. Service expires October 31, 2012.
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5.
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Sellers provisions of ADS 4 shall be subject to the provisions of service reflected in Ohio Valley Hub FT tariffs, as well as other Ohio Valley Hub tariffs as may be applicable to the provision of those services
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1.
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Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 7 with the following delivered service entitlements:
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Max Daily
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Contract
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Nominated
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|
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Months
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Daily Qty
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|
2.
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Unless otherwise agreed upon, delivery of these volumes will be into the SIGECO system.
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3.
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Buyer shall pay Seller as follows:
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|
a.
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For ADS 7 Nominated Commodity as follows:
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|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E
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|
b.
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For ADS 7 Nominated Quantities Variable Costs:
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|
c.
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For ADS 7 Other Costs:
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4.
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This ADS 7 service expires October 31, 2012. A 2 year written notice is required to terminate. Service rolls 1 year out each year.
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5.
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Sellers provisions of ADS 7 shall be subject to the provisions of TETCO SCT Tariffs as well as applicable FERC tariffs.
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1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 8 with the following delivered service entitlements:
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Contract
Month
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Total
MDQ
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April-March
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9,000
|
|
2.
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Unless otherwise agreed upon, Seller shall provide entitlements from TGT meter 9567 (Henderson-Dogtown) to Buyer’s SIGECO TGT City gate Meter # 9540 Dogtown.
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|
a.
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For Nominated Commodity as follows:
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|
Purchase quantities will be determined jointly by the parties and priced pursuant to Appendix E.
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|
b.
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For ADS 8 Variable Costs:
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|
c.
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For ADS 8 Fuel Rates:
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|
Fuel Rates will be applied to Daily Wellhead Quantities pursuant to Texas Gas’s FT tariff for the Z3-Z3 deliveries.
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d.
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For ADS 8 Other Costs:
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4.
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Notice for this ADS 8 service is March 31, 2028. Service expires March 31, 2029 and corresponds with the termination of Buyer’s Texas Gas Contract #26787.
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5.
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Sellers provisions of ADS 8 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services and as reflected in Buyer’s Texas Gas Contract #26787.
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