-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GDDONQq8WHUM8FaS24MtCkLiYZQyKU1c7dbQMOO9N7ghcPRM2s1hdcj8AqlG2B3Q o+hTbV06BXl9ymf7ZmBR9w== 0000060653-94-000009.txt : 19940321 0000060653-94-000009.hdr.sgml : 19940321 ACCESSION NUMBER: 0000060653-94-000009 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 43 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL GAS CO CENTRAL INDEX KEY: 0000060653 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 041558100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 000-10007 FILM NUMBER: 94516746 BUSINESS ADDRESS: STREET 1: 40 MARKET ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 5084583171 FORMER COMPANY: FORMER CONFORMED NAME: LOWELL GAS CO DATE OF NAME CHANGE: 19811124 10-K 1 COVER PAGE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER 0-10007 COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1558100 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 40 Market Street, Lowell, Massachusetts 01852 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 458-3171 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, $3.33 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the voting stock held by non- affiliates of the registrant as of March 1, 1994 was $189,122,548. The number of shares of the registrant's common stock outstanding as of March 1, 1994 was 8,047,768. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual report to stockholders for the year ended December 31, 1993 are incorporated by reference into Part II and Part IV. Portions of the proxy statement for the 1994 annual meeting of stockholders are incorporated by reference into Part III. COLONIAL GAS COMPANY FORM 10-K ANNUAL REPORT - 1993 TABLE OF CONTENTS PART I Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K PART I Item 1. Business THE COMPANY Colonial Gas Company ("Colonial" or the "Company"), a Massachusetts corporation formed in 1849, is primarily a regulated natural gas distribution utility. The Company serves 132,000 utility customers in 24 municipalities located northwest of Boston and on Cape Cod. Through its wholly-owned energy trucking subsidiary, Transgas Inc. ("Transgas"), the Company also provides over-the-road transportation of liquefied natural gas ("LNG"), propane and other commodities. The Company's corporate office is located at 40 Market Street, Lowell, Massachusetts 01852. The telephone number is (508) 458-3171. The Company's combined natural gas distribution service areas in the Merrimack Valley region northwest of Boston and on Cape Cod cover approximately 622 square miles with a year-round population of approximately 500,000, which increases by approximately 350,000 during the summer tourist season on Cape Cod. The Company is serving approximately 48% of potential customers in its service areas. Of its 132,000 customers, approximately 90% are residential accounts. The Company added 4,223 firm customers in 1993. The Company's growth during the 1980's had been based primarily on new residential and commercial construction in its service areas. More recently, as new construction in the region has slowed from previous levels, the Company has actively sought new customers to convert to gas from other energy sources for their existing homes and businesses. Of the total number of new customers in 1993, 57% converted from other fuels. The Company's 1993 consolidated operating revenues from gas sales were derived 64% from residential customers, 32% from commercial and firm industrial customers, 2% from interruptible industrial customers and 1% from transportation customers. For the year 1993, the Company sold 19,965 MMcf of gas, of which 12,889 MMcf was sold in the Merrimack Valley area and 7,076 MMcf in the Cape Cod area. At December 31, 1993, 90% of the Company's residential customers used gas as their source of heating fuel. The demand for the products and services furnished by the Company is to a great extent seasonal, being heaviest in the colder months. At December 31, 1993, the Company had 464 full-time and 51 part-time gas employees. Of those employees, 97 are covered by a collective bargaining agreement with the United Steelworkers of America which expires in April 1996 and 82 are covered by a separate collective bargaining agreement with the United Steelworkers of America which expires in February 1995. In addition, the Company has 11 full-time and 3 part-time appliance sales employees and Transgas employs 86 full-time employees. Of those Transgas employees, 59 are covered by a collective bargaining agreement with the International Brotherhood of Teamsters, which expires in June 1996. GAS SUPPLY As of November 1, 1993, all interstate pipelines were required to implement restructuring programs pursuant to Order 636 of the Federal Energy Regulatory Commission ("FERC"). See "Regulatory Matters - Federal Regulation" below. Intended to create a more competitive environment in the natural gas industry, Order 636 required the pipelines to unbundle/separate the three components of their former city gate sales services: supply, transportation and storage. Under this restructuring program local distribution companies ("LDCs") such as the Company have been assigned their pro-rata share of the transportation and storage entitlements which were inherent in the discontinued sales service. Further, LDCs now negotiate directly with suppliers for their supply requirements and must effectively manage their transportation and storage in conjunction with those supplies. In general, the Company pays negotiated rates for gas supplies and tariffed rates (approved by FERC) for transportation and storage services. The Company has determined that its supply requirements should be met through a combination of firm purchases, spot purchases, supply from underground storage, liquefied natural gas ("LNG") and propane. The following table shows the Company's sources of firm supply to meet its gas requirements and the actual components of gas sendout for each of the last three years: 1993 1992 1991 MMcf(a) % MMcf(a) % MMcf(a) % Firm Gas Sources (b) Supply purchase contracts (c) 19,731 74 - - - - Pipeline contracts - - 24,933 81 24,933 81 LNG contracts 3,450 13 3,125 10 3,125 10 Storage inventory at January 1(d) 3,417 13 2,786 9 2,625 9 Total sources 26,598 100 30,844 100 30,683 100 Gas Sendout Pipeline: Firm gas supply 2,620 13 - - - - Pipeline contracts (e) 7,184 35 8,292 40 5,053 27 Spot purchases 5,178 26 8,341 40 9,604 51 Supplemental: Underground storage 3,501 17 2,666 13 3,018 16 LNG-as liquid 907 4 564 2 524 3 LNG-as vapor 915 5 1,095 5 462 3 Propane-air 8 - 9 - 13 - Total sendout 20,313 100 20,967 100 18,674 100 Ratio of firm sources to sendout 1.63 (f) 1.47 1.64 (a) The term "MMcf" means one million cubic feet of vapor or vapor equivalent. (b) 1993 reflects the Company's portfolio of firm sources subsequent to the pipeline unbundling mandated by FERC Order 636, calculated on an annualized basis. (c) The Company's total firm pipeline transportation capacity for 1993 following the unbundling mandated by FERC Order 636 was 26,239 MMcf. The Company's firm supply purchase contracts are structured to enable the Company to purchase volumes equivalent to its total firm pipeline capacity during the winter or peak season, but less than total firm pipeline capacity during the off-peak season when customer demand is less. Accordingly, on an annualized basis, the total supply purchase contract volume shown is less than total firm transportation capacity. (d) The Company's storage inventory is drawn down and refilled throughout the year depending upon the availability and price of gas sources and upon the requirements of the Company's customers. The Company's current level of underground storage inventory capacity is 4,309 MMcf. (e) 1993 reflects pipeline contracts prior to implementation of FERC Order 636. (f) The Company's ratio of firm sources to sendout for 1993 was determined by adding available transportation capacity (26,239 MMcf) to LNG contracts (3,450 MMcf) and storage inventory (3,417 MMcf), and then dividing by total sendout. Based upon presently available information concerning its firm contracts for transportation, storage and supply, and other supplemental sources, the Company expects to be able to meet the gas requirements of its firm customers for the foreseeable future. Additional information concerning the Company's firm sources of gas transportation, storage and supply for its two service territories is set forth below. Merrimack Valley Service Area Sources The Merrimack Valley service area is directly served by the Tennessee Gas Pipeline Company ("Tennessee"). The Company has three separate firm transportation contracts with Tennessee, and two storage contracts with accompanying transportation contracts. One of the firm transportation service contracts with Tennessee is for approximately 25,196 Mcf per day and will be in effect until November 1, 2000 and year to year thereafter unless terminated upon twelve months prior written notice. The three firm supply contracts which utilize this transportation service provide various levels of supply service up to a total of 25,196 Mcf per day during the peak period, and have been filed with the Massachusetts Department of Public Utilities ("DPU") for its approval. A ruling is expected shortly. See "Regulatory Matters - Federal Regulation" below. The second firm transportation service contract with Tennessee is for approximately 17,300 Mcf per day and will be in effect until April 1, 2013 and year to year thereafter unless terminated upon twelve months prior written notice. To meet its own peak season supply requirements, the Company has a firm supply contract for the months of November through March which provides the entire volume associated with this transportation contract. The firm supply contract will be in effect until October 31, 2000 and year to year thereafter unless terminated with twelve months prior written notice. During the off-peak season the Company expects to utilize its capacity entitlements under this transportation contract to transport gas on behalf of an 84 MW cogeneration facility which is independently owned. The third firm transportation service contract with Tennessee is utilized in conjunction with the Iroquois Pipeline System ("Iroquois"). The Company has contracted for approximately 2,000 Mcf per day of capacity on Iroquois and Tennessee for delivery of the Company's Canadian supplies to the Merrimack Valley service area. These transportation contracts are in effect until November 1, 2011 and continue year to year thereafter unless terminated by twelve months prior written notice. In addition, contingent upon all necessary regulatory approvals, the Company has contracted for approximately 4,000 Mcf of additional Canadian supply, along with associated capacity on Iroquois and Tennessee. These volumes would be deliverable to either the Merrimack Valley or Cape Cod service areas on a firm basis. The Company has underground storage capacity of approximately 2,000,000 Mcf of natural gas pursuant to a contract with Penn-York Energy Corporation. This storage contract is for service to the Merrimack Valley service area and continues until March 31, 1995 and from year to year thereafter unless terminated upon twelve months prior written notice. The gas is transported from storage to the Merrimack Valley service area by Tennessee pursuant to a firm transportation contract for up to approximately 15,691 Mcf per day which continues until March 31, 1995 and from year to year thereafter unless terminated upon twelve months prior written notice. The Company has another underground gas storage service pursuant to separate storage and transportation contracts with Tennessee. The storage contract provides capacity of approximately 1,053,898 Mcf of natural gas, and the related transportation contract is for up to approximately 7,504 Mcf per day. These contracts continue until November 1, 2000 and from year to year thereafter unless terminated upon twelve months prior written notice. To serve the Merrimack Valley service area, the Company owns an LNG facility, located in Tewksbury, Massachusetts, which has liquefaction capacity of approximately 5,000 Mcf of natural gas per day. LNG can also be delivered by truck for injection into this facility which has a total storage capacity of approximately 1,000,000 Mcf. In addition, the facility has the capability of vaporizing and injecting back into the distribution system approximately 60,000 Mcf per day. The Company has also contracted for the purchase of LNG that can be available to both the Merrimack Valley and Cape Cod service areas. This contract provides for approximately 150,000 Mcf in the 1993-94 winter season with an expiration date of October 31, 1994. The Company has an option to increase the quantity of natural gas available under this contract by as much as one-third during the winter season. In addition, the Company has a separate contract for the liquefaction of approximately 300,000 Mcf of LNG each year through October 31, 1996. The Company also owns facilities for the storage of approximately 158,000 Mcf natural gas equivalent of propane which can be vaporized, mixed with air and injected into the Merrimack Valley service area distribution system at a rate of up to approximately 26,000 Mcf per day. The Company does not normally enter into long-term contracts for the purchase of propane to supply either its Merrimack Valley or Cape Cod service areas, and there are no such contracts currently in effect. Cape Cod Service Area Sources The Cape Cod service area is directly served by the Algonquin Gas Transmission Company ("Algonquin") through various transportation services. The Company has ten firm transportation agreements with Algonquin which total approximately 37,207 Mcf of capacity per day. Each of these ten Algonquin transportation arrangements will be in effect until either October 31, 2012 or October 31, 2013 and will continue year to year thereafter unless terminated upon twelve months prior written notice. Because there are no production supply sources directly connected to Algonquin, these services are supported by multiple transportation and storage services on seven upstream pipelines of several different pipeline companies. The Company has contracted with four suppliers for various levels of firm supply service up to a total of 20,918 Mcf per day during the peak season, and those contracts have been filed with the DPU for its approval. A ruling is expected shortly. See "Regulatory Matters - Federal Regulation" below. The Company has six unbundled storage contracts to service the Cape Cod area, three of which are on the Texas Eastern Transmission Company ("Texas Eastern") system and three on the CNG Transmission Corporation ("CNG") system. Colonial has contracted for underground natural gas storage capacity of approximately 461,396 Mcf with Texas Eastern (related firm transportation out of storage of up to approximately 6,451 Mcf per day) through the 2012-2013 heating season and with CNG for underground natural gas storage capacity of approximately 1,056,129 Mcf (related firm transportation out of storage of up to approximately 6,442 Mcf per day). Texas Eastern and Algonquin transport the natural gas from these storage fields to the Cape Cod service area under a variety of transportation contracts. Also, the Company leases facilities in the Cape Cod service area for the storage (but not the liquefaction) of approximately 180,000 Mcf of LNG and, through May 1994, the Company has contracted with a subsidiary of Algonquin for the annual storage capacity of approximately 42,000 Mcf of LNG in a Providence, Rhode Island facility. In addition, the Company has storage for 27,000 Mcf natural gas equivalent of propane which the Company normally purchases on a short-term basis. Lastly, the Company has one bundled supply and transportation arrangement for the purchase and firm delivery of gas. The arrangement provides for the delivery to the Company of up to approximately 10,000 Mcf per day and approximately 3,000,000 Mcf annually of LNG as either liquid or vapor for a one year period ending October 31, 1994. Under this arrangement the primary delivery point is the Cape Cod service area, but the Company can designate the Merrimack Valley service area on a day to day basis as an alternate delivery point. REGULATORY MATTERS Federal Regulation By the fall of 1993, several interstate pipelines serving Colonial had implemented FERC Order 636. Order 636, issued in 1992, required interstate pipeline companies to "unbundle" gas supply, transportation and storage services previously provided under a unified tariffed service. Now, the Company is responsible for procuring gas supplies and storage services to meet its load requirements, with the pipelines providing transportation only service. In general, Colonial pays negotiated rates for gas supplies and FERC-approved tariffed rates for transportation and storage services. On November 9, 1993, the Company filed each of its gas supply purchase contracts to be reviewed by the DPU, which has not previously exercised jurisdiction with respect to the Company's base load supplies. These FERC ordered changes may increase the contracting, supply and regulatory risk for the Company. At the same time, they could also create a more competitive market for gas supply which would permit the Company to achieve savings in its cost of gas. Because the new rules have recently been implemented, the Company cannot now predict their impact, but it does not expect them to have a material direct effect on its results of operations. State Regulation The Company is a public utility subject to the jurisdiction and regulatory authority of the Massachusetts DPU with respect to its rates as well as to the issuance of securities, franchise territory and other related matters. The DPU permits Massachusetts gas companies to utilize a cost of gas adjustment clause which enables them to pass on to their customers, via their monthly gas bill, changes in the cost of gas. Other changes in rates charged to customers are subject to approval by the DPU after formal proceedings. The Company periodically receives refunds and charges from its gas transporters related to rate adjustments ordered by the FERC. All of the refunds and charges are returned to or collected from utility customers under methods approved by the DPU. During 1990, the DPU ruled that the Company and eight other Massachusetts gas distribution companies can recover environmental response costs related to former gas manufacturing operations through the CGAC as described under "Environmental Matters". In August 1992, the DPU approved the second phase of the Company's demand side management program. When completed this program is expected to save over $15 million in gas costs that would have been incurred over the lives of the installed conservation measures. In order to achieve these savings, Colonial is investing $8 million over a two-year period in customer conservation measures such as insulation, heating systems controls and water heating conservation devices. As a result, Colonial expects to reduce customer bills by a net $7 million from the levels they would have been at if no conservation occurred. Colonial has been authorized by the DPU to fully recover all costs associated with the program through the CGAC. In addition, the Company is also authorized to recover the margins lost as a result of this program and, if certain milestones are met, to receive an additional financial incentive of up to $400,000. In January 1994, the Company filed a request with the DPU to extend the operation of this program from September 1994 until September 1995. A ruling is expected shortly. In October 1992, the Company received authorization from the DPU to extend natural gas service into the Town of Eastham, Massachusetts. Eastham, located at the eastern end of Cape Cod, provides Colonial with new growth opportunities. Colonial believes that there are 5,000 homes and businesses in Eastham that currently utilize other fuels such as oil, electricity and propane which present opportunities for natural gas conversions. The Company has added 104 customers in the town since facilities were constructed in the fourth quarter of 1992. In November 1992, the DPU approved Colonial's request for two new rate schedules which are designed to overcome equipment cost disadvantages that existed in the natural gas air conditioning and small scale cogeneration markets. By reducing , if not eliminating, these cost disadvantages, the Company expects to increase sales into these markets and increase the usage of its distribution system during off-peak periods. The Company has used these new rate schedules to make proposals to potentially large customers and expects to continue to pursue this new market opportunity in 1994. In April 1993, the Company applied for a $10.75 million or 7.87% increase of its base rates. This was only the second base rate increase requested by Colonial since 1984. Effective November 1, 1993, the Company received DPU approval of a settlement agreement that called for a base rate increase designed to produce additional revenues of $6.7 million or 4.9% annually. In addition to this rate increase, the DPU approved a proposal to expand the eligibility criteria for Colonial's discount rate to be applied to low-income residential heating customers. The table below summarizes the Company's recent rate activity: Results of the Company's Requests to Increase Base Revenue Requested Approved Date Effective Amount Percentage Amount Percentage November 1, 1984 $ 4.30 million 3.73% $2.8 million 2.4% November 1, 1990 $ 12.80 million 9.86% $7.9 million 5.6% November 1, 1993 $ 10.75 million 7.87% $6.7 million 4.9% In response to new marketing opportunities which may result from the FERC Order 636 and the unbundling of interstate pipeline services, Colonial requested in its 1993 rate filing and gained DPU approval to offer a firm transportation service on the Company's distribution system in order to provide customers with an alternative to traditional firm sales service. The DPU order also permits the Company to retain 10% of the revenues generated from releasing the Company's interstate pipeline transportation capacity to third parties above a threshold of $2,500,000 for 1994. In 1993, the Company earned $2,200,000 in capacity release revenue that was credited back to firm customers and had no impact on earnings. In October 1993, the DPU approved Colonial's proposal for a rate targeted at the natural gas vehicle market. The approved rates remain in effect over the course of a "market-development" period that extends until January 1, 1997. To assist Colonial in selling additional quantities of natural gas to the natural gas powered vehicle market, the authorized rate is to be indexed $.50 below the retail price of gasoline, provided that it cannot fall below a floor rate equal to Colonial's marginal cost of gas plus 5%. As of December 31, 1993, these rates are approximately equal to $0.70 per gallon equivalent for retail customers. COMPETITION Massachusetts law protects gas companies from competition with respect to pipeline distribution of natural gas within its franchise areas by providing that, where a gas company exists in active operation, no other person may lay pipe in the public ways without the approval, after notice and hearing, of the municipal authorities and the DPU. If a municipality desires to enter the gas business, it must take certain procedural steps, including a favorable vote by a majority of the voters in a city election or two-thirds vote at each of two town meetings, and must purchase the property of any gas company operating in the municipality, if the company elects to sell, to the extent, and at such prices, as may be agreed upon or, if no agreement is reached, as the DPU determines. Although, under a series of FERC orders issued in the late 1980's, certain larger industrial users may attempt to obtain gas from other sources and by-pass a utility's distribution system, the Company does not believe that these FERC orders will have a material adverse effect on its business, in part because large industrial users are not a significant part of its customer base. The Company provides a transportation-only service of gas through its distribution system for commercial and industrial customers either on a firm basis or an interruptible basis. While such transportation may displace direct gas sales by the Company, this service assists qualifying customers in obtaining the lowest possible gas costs while still contributing to the profit margin of the Company. Profit margins from interruptible sales and interruptible transportation result in lower gas costs which are passed through to firm customers by the cost of gas adjustment clause and, therefore, do not directly affect operating margin or net income. Fuel oil suppliers, electric utilities and propane suppliers provide competition generally for residential, commercial and industrial customers. Interruptible sales are generally in competition with No. 6 fuel oil which most of the interruptible customers are equipped to use. Lower worldwide oil prices may adversely affect the Company's ability to retain or attract customers. The Company's rates have remained generally competitive with the price of alternative fuels, but the long- term impact of fuel price changes on the Company and its rates cannot be predicted. The Company is aware that a steam generating enterprise plans to begin operations in the City of Lowell in the fall of 1994. The enterprise would operate a "trigeneration" facility which would produce (i) electric power for its own operation and for sale to the New England power pool, (ii) gases such as CO2 and argon for sale in industrial applications, and (iii) steam for sale through a pipeline system to government offices, schools and businesses within the City of Lowell. The enterprise is in the process of obtaining the easements and other permits and regulatory approvals necessary for its steam pipeline system and its fuel storage and generating facilities. In the event this Lowell steam generating enterprise is successfully able to produce and distribute steam to government and private businesses in Lowell, many of whom are currently customers of the Company, the Company would be faced with an additional energy source competitor for those customers. It cannot currently be determined what impact, if any, such competition would have on the Company's sales to commercial and industrial customers in Lowell. ENVIRONMENTAL AND PIPELINE SAFETY MATTERS The Company is subject to Federal and state laws and regulations dealing with environmental protection. Compliance with such environmental laws and regulations has resulted in increased costs with respect to the Company's existing operations. Working with the Massachusetts Department of Environmental Protection, the Company is engaged in site assessments and evaluation of remedial options for contamination that has been attributed to the Company's former gas manufacturing site and at various related disposal sites. During 1990, the DPU ruled that Colonial and eight other Massachusetts gas distribution companies can recover environmental response costs related to former gas manufacturing operations over a seven-year period, without carrying costs, through the CGAC. Through December 31, 1993, the Company had incurred $7,750,000 of environmental response costs related to these sites, $1,521,000 for the former gas manufacturing site and $6,229,000 for the related disposal sites. The Company expects to continue incurring costs arising from these environmental matters. As of December 31, 1993 the Company has recorded on the balance sheet a long-term liability of $5,300,000 representing estimated future response costs relating to these sites based on the Company's preferred methods of remediation; of this amount $2,200,000 relates to the gas manufacturing site. Based upon the DPU order approving rate recovery of environmental response costs, a regulatory asset of $5,300,000 has been recorded on the balance sheet ("Unrecovered Environmental Costs Accrued"). This amount has decreased from the prior year estimate based upon the completion of certain remedial actions and a lower expectation of future costs due to changes in environmental regulations and a better understanding of on-site exposures. Actual environmental response costs to be incurred depends on various factors, and therefore future costs may differ from the amount currently recorded as a liability. As of December 31, 1993, the Company has settled claims relating to this matter with all liability insurers and other known potentially responsible parties ("PRP"), except for one. The Company expects to receive $250,000 in 1994 from that PRP. In accordance with the DPU order referred to above, half the costs incurred in pursuing insurers and other PRP are recovered from the ratepayers through the CGAC and half are initially borne by the Company. Also, per this order, any insurance and other proceeds are applied first to the Company's costs of pursuing recovery from insurers and other PRP, with the remainder divided equally between the ratepayers and shareholders. The table below summarizes the environmental response costs incurred and insurance and other proceeds received relating to these environmental response costs: (In Thousands) Response Costs Insurance and Other Proceeds Recovered Returned Recorded as Non- from Period of to Operating Income Year Incurred Customers Rate Recovery Customers Net of Taxes 1988 $ 853 $ 488 1990-1997 - - 1989 4,031 2,303 1990-1997 - - 1990 639 274 1991-1998 - - 1991 374 107 1992-1999 $ 851 $ 525 1992 617 88 1993-2000 1,121 673 1993 1,236 - 1994-2001 469 290 Total $7,750 $3,260 $2,441 $1,488 TRANSGAS INC. Transgas primarily provides over-the-road transportation of LNG, propane and other commodities. Transgas acts as a common carrier for approximately 60 commercial and gas utility customers located in the eastern half of the United States. Canadian over- the-road transportation services are also available through CGI Transport Limited, which is a wholly-owned subsidiary of Transgas. Transgas also provides a unique LNG portable pipeline service, which permits gas utilities to provide continuous supply of natural gas to communities while the pipeline supply is temporarily interrupted during scheduled maintenance, upgrading, and recertification, or during emergency interruption. Rates charged for Transgas' common carrier transportation service are filed as tariffs under operating authorities issued to Transgas by the Interstate Commerce Commission and regulatory agencies in various states, and to CGI Transport Limited by Canadian provincial authorities. As common carriers, they are also subject to various regulations applicable to motor common carriers, including accounting matters, safety matters, rates charged and various fiscal matters. Transgas had revenues of $8.1 million in 1993. Approximately 50% of Transgas' revenue in 1993 was derived from transporting Algerian LNG from the Distrigas import terminal which is located in Everett, Massachusetts. Transgas provides over-the-road transportation services by utilizing a permanent fleet of 37 tractors. Transgas operates 56 trailers which are specifically designed for the transportation of cryogenic liquids. Of those cryogenic transport trailers, 21 are leased on a long-term basis. In addition, Transgas has 25 trailers which are designed for the transportation of propane. Of those propane transport trailers, 4 are leased on a long-term basis. There were also 12 owner-operated tractors utilized for propane hauling during the year. In addition to the equipment described above, Transgas also has 11 trailers which are designed for carrying vaporizers and 2 flat bed trailers. Transgas competes with many other motor carriers engaged in the transportation of various gases and other products. Transgas believes, however, that it is the leading over-the-road transporter of LNG due to the size of its fleet of specialized cryogenic transport trailers. Transgas closed its unprofitable bulk cement trucking operation during the first half of 1993. The closing of this operation permitted Transgas to reduce overhead expenses. In addition, trucking equipment associated with this operation were sold at prices exceeding net book value. Item 1A. Executive Officers of the Registrant. The following table indicates the present executive officers of the Company, their ages, the dates when their service with the Company began and their respective positions with the Company. Affiliated with Name and Age Position with Company Company Since Frederic L. Putnam, Chairman and Chief Executive Officer 1953 Jr. (69) Charles O. Swanson (62) President 1971 Frederic L. Putnam, Executive Vice President and III (48) General Manager 1975 John P. Harrington (51) Vice President - Gas Supply 1966 Nickolas Stavropoulos Vice President - Finance and (36) Chief Financial Officer 1979 Victor W. Baur (50) President - Transgas Inc. 1972 Dennis W. Carroll (47) Vice President and Treasurer 1990 Charles A. Cook (41) Vice President and General Counsel 1978 Mr. Putnam, Jr. has been Chairman of the Board of Directors since 1981 and the Chief Executive Officer since 1977. He has also been a Director since 1973. Mr. Swanson has been President since July 1990. He is scheduled to retire on May 1, 1994. He had been Executive Vice President since November 1986. He has also been a Director since 1986. Mr. Putnam, III, the son of F.L. Putnam, Jr., has been Executive Vice President and General Manager since April 1993. He has been elected President effective May 1, 1994. He had been Vice President and General Manager since August 1989. He has also been a Director since November 1991. Mr. Harrington has been Vice President - Gas Supply since August 1989. He had been Vice President - General Manager - Lowell Division since November 1986. He has also been a Director since February 1993. Mr. Stavropoulos has been Vice President - Finance and Chief Financial Officer since August 1989. He had been Vice President - Rates and Planning since November 1985. He has also been a Director since February 1993. Mr. Baur has been President of Transgas Inc. since July 1990. He had been Executive Vice President - General Manager of Transgas Inc. since 1984. He also became a Director in August 1993. Mr. Carroll has been Vice President and Treasurer since August 1990. Prior to then he was a partner with Grant Thornton, the Company's independent certified public accountants. Mr. Cook has been Vice President and General Counsel since July 1990. He had been Vice President and Counsel since August 1989. These officers hold office until the next annual meeting of the Board of Directors or until their successors are duly elected and qualified. Item 2. Properties. The Company has two principal operations centers and a natural gas liquefaction and storage facility with approximately 1,000,000 Mcf of LNG storage capacity located in Tewksbury, Massachusetts. The Company's gas production and storage facilities, metering and regulation stations and operations centers are generally located on land it owns. A 175,000 Mcf LNG storage tank located on land owned by the Company in South Yarmouth, Massachusetts is leased from an unaffiliated company through 1998. The Company also has a lease which expires in 2002 for office facilities in Lowell, Massachusetts. The Company's distribution mains of approximately 2,690 miles are located within public highways under franchises or permits from state or municipal authorities, or on land owned by others under easements or licenses from the owners. The Company's first mortgage bonds are collateralized by utility property. Management considers that the Company's properties are adequate for the conduct of its business for the reasonably foreseeable future. Item 3. Legal Proceedings. See Item 1, "Business--Environmental and Pipeline Safety Matters" above, which is incorporated herein. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of the Company's security holders during the quarter ended December 31, 1993. PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's 1993 annual report to stockholders under the caption "Shareholder Information" and under Note D of the "Notes to Consolidated Financial Statements". Item 6. Selected Financial Data. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's 1993 annual report to stockholders under the caption "Selected Financial Data". Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's 1993 annual report to stockholders under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations". Item 8. Financial Statements and Supplementary Data. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's 1993 annual report to stockholders under the following captions: "Consolidated Statements of Income", "Consolidated Balance Sheets", "Consolidated Statements of Cash Flows", "Consolidated Statements of Common Equity", "Notes to Consolidated Financial Statements", "Report of Independent Certified Public Accountants" and "Shareholder Information". Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. The information required to be reported hereunder for the Company's Directors is incorporated by reference to the information reported in the Company's Proxy Statement for its 1994 annual meeting of stockholders under the caption "Election of Directors". The information required to be reported hereunder for the Executive Officers of the Registrant is incorporated by reference to the information in Item 1A of this Form 10-K under the caption "Executive Officers of the Registrant". Item 11. Executive Compensation. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's Proxy Statement for its 1994 annual meeting of stockholders under the captions "Executive Compensation" and under the subheading "Directors' Compensation" of the caption "Election of Directors". Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's Proxy Statement for its 1994 annual meeting of stockholders under the caption "Security Ownership of Certain Beneficial Owners and Management". Item 13. Certain Relationships and Related Transactions. The information required to be reported hereunder is incorporated by reference to the information reported in the Company's Proxy Statement for its 1994 annual meeting of stockholders under the caption "Election of Directors". PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 1. Financial Statements The Consolidated Financial Statements of the Company (including the Report of Independent Certified Public Accountants) required to be reported herein are incorporated by reference to the information reported in the Company's 1993 annual report to stockholders under the following captions: "Consolidated Statements of Income", "Consolidated Balance Sheets", "Consolidated Statements of Cash Flows", "Consolidated Statements of Common Equity", "Notes to Consolidated Financial Statements" and "Report of Independent Certified Public Accountants". 2. Financial Statement Schedules The following Financial Statement Schedules and report thereon are filed as part of this Form 10-K on the pages indicated below: Schedule Number Description Report of Independent Certified Public Accountants on Schedules V Property, Plant and Equipment for the three years ended December 31, 1993 VI Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment for the three years ended December 31, 1993 VIII Valuation and Qualifying Accounts for the three years ended December 31, 1993 IX Short-term Debt for the three years ended December 31, 1993 X Supplementary Income Statement Information for the three years ended December 31, 1993 Schedules other than those listed above are either not required or not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable. 3. List of Exhibits Exhibit Number Exhibit Reference 3a Restated Articles of Organization of Filed herewith as Colonial Gas Company, dated April Exhibit 3a. 19, 1989, as amended on July 16, 1992, and supplemented by a Certificate of Vote of Directors establishing a series of a class of stock filed on November 30, 1993. 3b By-Laws of Colonial Gas Company, as Filed herewith as amended to date. Exhibit 3b. 4a Second Amended and Restated First Incorporated herein Mortgage Indenture, dated as of June by reference. 1, 1992, filed as Exhibit 4(b) to Form 10-Q of the Registrant for the quarter ended June 30, 1992. 4b First Supplemental Indenture, dated Incorporated herein as of June 15, 1992, filed as by reference. Exhibit 4(c) to Form 10-Q of the Registrant for the quarter ended June 30, 1992. 4c Credit Agreement for Colonial Gas Incorporated herein Company, dated as of June 27, 1990, by reference. filed as Exhibit 10(a) to Form 8-K of the Registrant for the quarter ended June 30, 1990, as amended on December 24, 1991, filed as Exhibit 4(j) to Form 10-K of the Registrant for the year ended December 31, 1991, as amended on July 27, 1993, filed as Exhibit 4(a) to Form 10-Q of the Registrant for the quarter ended June 30, 1993. 4d Credit Agreement for Massachusetts Incorporated herein Fuel Inventory Trust, dated as of by reference. June 27, 1990, filed as Exhibit 10(b) to Form 8-K of the Registrant for the quarter ended June 30, 1990, as amended on July 27, 1993, filed as Exhibit 4(b) to Form 10-Q of the Registrant for the quarter ended June 30, 1993. 4e Purchase Contract, dated as of June Incorporated herein 27, 1990 between Massachusetts Fuel by reference. Inventory Trust acting by and through its Trustee, Shawmut Bank, N.A. and Colonial Gas Company, filed as Exhibit 10(e) to Form 8-K of the Registrant for quarter ended June 30, 1990. 4f Security Agreement and Assignment of Incorporated herein Contracts, dated as of June 27, 1990 by reference. made by Massachusetts Fuel Inventory Trust in favor of The First National Bank of Boston as Agent, for the Ratable Benefit of the Secured Parties Named Herein, filed as Exhibit 10(c) to Form 8-K of the Registrant for the quarter ended June 30, 1990. 4g Trust Agreement, dated as of June Incorporated herein 22, 1990 between Colonial Gas by reference. Company (as Trustor) and Shawmut Bank, N.A. (as Trustee), filed as Exhibit 10(d) to Form 8-K of the Registrant for quarter ended June 30, 1990. 10a Storage Service Transportation Incorporated herein Contract with Tennessee Gas Pipeline by reference. Company, a Division of Tenneco Inc., dated January 1, 1983, filed as Exhibit 10(b) to the Registrant's Registration Statement on Form S-2. Commission File No. 2-93118. 10b Service Agreement with Algonquin Gas Incorporated herein Transmission Company, dated December by reference. 11, 1972, filed as Exhibit 13(n) to Colonial Gas Energy System's Registration Statement on Form S-1. Commission File No. 2-54673. 10c Storage Service Agreement with Penn- Incorporated herein York Energy Corporation, dated as of by reference. December 21, 1984, filed as Exhibit 10(r) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1984. 10d Agreement for Sale of Gas between Incorporated herein Bay State Gas Company and Colonial by reference. Gas Company, dated December 11, 1987, filed as Exhibit 10(m) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987. 10e Agreement for Liquefaction of Gas Incorporated herein with Bay State Gas Company, dated by reference. March 14, 1988, filed as Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. 10f Service Agreement with Distrigas of Incorporated herein Massachusetts Corporation, as by reference. related to firm vapor service, dated September 30, 1989, filed as Exhibit 10(q) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. 10g Letter Agreement with Distrigas of Incorporated herein Massachusetts Corporation, related by reference. to firm vapor service agreement, dated December 8, 1989, filed as Exhibit 10(r) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. 10h Service Agreement with Distrigas of Incorporated herein Massachusetts Corporation, related by reference. to firm vapor service, dated October 31, 1990, filed as Exhibit 10(s) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10i Gas Transportation Contract for Firm Incorporated herein Reserved Service with Iroquois, by reference. dated February 7, 1991, filed as Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10j Gas Sales Agreement No. 1 with ANE, Incorporated herein dated February 7, 1991, filed as by reference. Exhibit 10(y) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10k Gas Sales Agreement between Sonat Incorporated herein Exploration Company and Sonat by reference. Marketing Company and Colonial Gas Company, dated October 1, 1990, filed as Exhibit 10(cc) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10l Firm Natural Gas Transportation Incorporated herein Agreement between Tennessee Gas by reference. Pipeline Company and Colonial Gas Company (under Rate Schedule NET- NE), dated February 7, 1991, filed as Exhibit 10(ff) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10m Amended and Restated Gas Sales Incorporated herein Agreement between Sonat Marketing by reference. Company and Colonial Gas Company, dated July 16, 1991, filed as Exhibit 10(jj) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10n Letter Agreement with Distrigas of Incorporated herein Massachusetts Corporation, related by reference. to firm vapor service agreement, dated November 16, 1992, filed as Exhibit 10(dd) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10o Gas Transportation Contract for Firm Incorporated herein Reserved Service between Iroquois by reference. Gas Transmission System, L.P. and Colonial Gas Company, dated November 25, 1991, filed as Exhibit 10(gg) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10p Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10p. Colonial Gas Company (under Rate Schedule AFT-E), dated June 1, 1993. 10q Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10q. Colonial Gas Company (under Rate Schedule AFT-1), dated June 1, 1993. 10r Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10r. Colonial Gas Company (under Rate Schedule AFT-1), dated June 1, 1993. 10s Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10s. Colonial Gas Company (under Rate Schedule AFT-1), dated June 1, 1993. 10t Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10t. Colonial Gas Company (under Rate Schedule AFT-E), dated June 1, 1993. 10u Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10u. Colonial Gas Company (under Rate Schedule AFT-1), dated June 1, 1993. 10v Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10v. Colonial Gas Company (under Rate Schedule AFT-1), dated June 1, 1993. 10w Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10w. Colonial Gas Company (under Rate Schedule CDS), dated June 1, 1993. 10x Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10x. Colonial Gas Company (under Rate Schedule FT-1), dated June 1, 1993. 10y Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10y. Colonial Gas Company (under Rate Schedule FTS-8), dated June 1, 1993. 10z Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10z. Colonial Gas Company (under Rate Schedule FTS-7), dated June 1, 1993. 10aa Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10aa. Colonial Gas Company (under Rate Schedule FT-1), dated June 1, 1993. 10bb Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10bb. Colonial Gas Company (under Rate Schedule SS-1), dated June 1, 1993. 10cc Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10cc. Colonial Gas Company (under Rate Schedule SS-1), dated June 1, 1993. 10dd Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10dd. Colonial Gas Company (under Rate Schedule SS-1), dated June 1, 1993. 10ee Service Agreement between Filed herewith as Transcontinental Gas Pipe Line Exhibit 10ee. Corporation and Colonial Gas Company (under Rate Schedule FT), dated June 1, 1993. 10ff Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10ff. Colonial Gas Company (under Rate Schedule FT-1), dated June 1, 1993. 10gg Firm Gas Transportation Agreement Filed herewith as between Koch Gateway Pipeline Company Exhibit 10gg. and Colonial Gas Company, dated December 1, 1993. 10hh Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10hh. Colonial Gas Company (under Rate Schedule FT-1), dated June 1, 1993. 10ii Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10ii. Colonial Gas Company (under Rate Schedule FT-1), dated June 1, 1993. 10jj Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10jj. Colonial Gas Company (under Rate Schedule PSS-T), dated August 1, 1993. 10kk Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10kk. Colonial Gas Company (under Rate Schedule AFT-2), dated August 1, 1993. 10ll Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10ll. Colonial Gas Company (under Rate Schedule AFT-1), dated August 1, 1993. 10mm Gas Storage Contract between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10mm. Colonial Gas Company (under Rate Schedule FS), dated September 1, 1993. 10nn Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10nn. Colonial Gas Company (under Rate Schedule FT-A), dated September 1, 1993. 10oo Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10oo. Colonial Gas Company (under Rate Schedule FT-A), dated September 1, 1993. 10pp Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10pp. Colonial Gas Company (under Rate Schedule FT-A), dated September 1, 1993. 10qq Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10qq. Colonial Gas Company (under Rate Schedule FST-LG), dated October 1, 1993. 10rr Service Agreement between CNG Filed herewith as Transmission Corporation and Exhibit 10rr. Colonial Gas Company (under Rate Schedule FTNN), dated October 1, 1993. 10ss Service Agreement between CNG Filed herewith as Transmission Corporation and Exhibit 10ss. Colonial Gas Company (under Rate Schedule GSS), dated October 1, 1993. 10tt Service Agreements between CNG Filed herewith as Transmission Corporation and Exhibit 10tt. Colonial Gas Company (under Rate Schedule GSS-II), dated September 30, 1993. 10uu Service Agreement between Texas Filed herewith as Eastern Transmission Corporation and Exhibit 10uu. Colonial Gas Company (under Rate Schedule FT-1), dated October 1, 1993. 10vv Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10vv. Colonial Gas Company (under Rate Schedule FT-A), dated September 1, 1993. 10ww Service Agreement between National Filed herewith as Fuel Gas Supply Corporation and Exhibit 10ww. Colonial Gas Company (under Rate Schedule EFT), dated October 28, 1993. 10xx Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10xx. Colonial Gas Company (under Rate Schedule FT-A), dated September 1, 1993. 10yy Service Agreement between Algonquin Filed herewith as Gas Transmission Company and Exhibit 10yy. Colonial Gas Company (under Rate Schedule AIT-1), dated September 15, 1993. 10zz Gas Transportation Agreement between Filed herewith as Tennessee Gas Pipeline Company and Exhibit 10zz. Colonial Gas Company (under Rate Schedule FT-A), dated October 1, 1993. 10aaa Lease Agreement, dated as of May 1, Incorporated herein 1982, with Olde Market House by reference. Associates of Lowell, filed as Exhibit 10(y) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1982. 10bbb Lease of Equipment from The National Incorporated herein Shawmut Bank of Boston (now Shawmut, by reference. Bank N.A.) as Trustee, as Lessor dated as of May 1, 1973, filed as Exhibit 13(c) to Colonial Gas Energy System's Registration Statement on Form S-1. Commission File No. 2- 54673. 10ccc Form Employment Agreement for Incorporated herein corporate officers, filed as Exhibit by reference. 10(kk) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10ddd Supplemental Retirement Plan Incorporated herein Agreement between Colonial Gas by reference. Company and F. L. Putnam, Jr., dated December 29, 1981, filed as Exhibit 10(ll) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10eee Supplemental Retirement Plan Incorporated herein Agreement between Colonial Gas by reference. Company and C. O. Swanson, dated December 29, 1981, filed as Exhibit 10(mm) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 13a Those portions of the 1993 Annual Filed herewith as Report to Stockholders which have Exhibit 13a. been incorporated by reference in Part II Items 5 - 8 and Part IV Item 14 part a 1. 22a Subsidiaries of the Registrant. Filed herewith as Exhibit 22a. 24a Consent of Independent Certified Filed herewith as Public Accountants. Exhibit 24a. ____________________ EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10bbb, 10ccc and 10ddd above are management contracts or compensatory plans or arrangements in which the executive officers of the Company participate. b)Reports on Form 8-K. There were no reports on Form 8-K for the quarter ended December 31, 1993. REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULES To the Shareholders of Colonial Gas Company In connection with our audit of the consolidated financial statements of Colonial Gas Company and subsidiaries referred to in our report dated January 18, 1994, which is included in the 1993 Annual Report to Stockholders and incorporated by reference in Part II of this Form 10-K, we have also audited the schedules listed at Part IV, Item 14(a)2. In our opinion, these schedules present fairly, in all material respects, the information required to be set forth therein. GRANT THORNTON Boston, Massachusetts January 18, 1994 [END OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULES] SCHEDULE V COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT Year ended December 31, 1993 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F OTHER CHANGES- BALANCE BALANCE AT ADD AT CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD Utility Property $ 71 (b) Land, rights of way and structures $ 12,269 $ - $ 131 345 (a) $ 12,554 1,233 (a) Gas production equipment 10,403 - 151 287 (b) 11,772 19,464 (a) Transmission and distribution 196,256 - 747 (358)(b) 214,615 Utilization equipment 5,674 - 284 954 (a) 6,344 General equipment 6,188 - 462 2,226 (a) 7,952 Intangible plant 372 418 - - 790 Construction work in progress 5,353 25,412 - (24,222)(a) 6,543 Total Utility Property $236,515 $25,830 $ 1,775 $ - $260,570 Non-Utility Property Land and buildings $ 1,348 $ 12 $ 25 $ - $ 1,335 Services 640 - - - 640 General equipment 8,742 359 2,156 - 6,945 Total Non- Utility Property $ 10,730 $ 371 $ 2,181 $ - $ 8,920 Assets Under Capital Leases $ 8,329 $ 494 $ 1,348 $ - $ 7,475 _____________________________ See Note A of Notes to Consolidated Financial Statements. (a) Transfers to plant in service from construction work in progress. (b) Intercompany transfer or reclassification of fixed assets. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1993] SCHEDULE V COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT Year ended December 31, 1992 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F OTHER CHANGES- BALANCE BALANCE AT ADD AT CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD Utility Property Land, rights of way and structures $ 11,977 $ - $ 8 $ 300 (a) $ 12,269 Gas production equipment 10,549 - 180 34 (a) 10,403 Transmission and distribution 177,916 - 528 18,868 (a) 196,256 Utilization equipment 4,376 - 221 1,519 (a) 5,674 General equipment 3,065 - 83 3,206 (a) 6,188 Intangible plant 433 372 - (433)(a) 372 Construction work in progress (5)(b) 2,547 26,300 - (23,489)(a) 5,353 Total Utility Property $210,863 $26,672 $ 1,020 $ - $236,515 Non-Utility Property Land and buildings $ 1,343 $ - $ - $ 5 (b) $ 1,348 Services 640 - - - 640 General equipment 8,626 154 38 - 8,742 Total Non- Utility Property $ 10,609 $ 154 $ 38 $ 5 $ 10,730 Assets Under Capital Leases $ 7,963 $ 628 $ 262 $ - $ 8,329 _____________________________ See Note A of Notes to Consolidated Financial Statements. (a) Transfers to plant in service from construction work in progress. (b) Intercompany transfer or reclassification of fixed assets. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1992] SCHEDULE V COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT Year ended December 31, 1991 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F OTHER CHANGES- BALANCE BALANCE AT ADD AT CLASSIFI- BEGINNING ADDITIONS RETIRE- (DEDUCT)- END OF CATION OF PERIOD AT COST MENTS DESCRIBE PERIOD Utility Property Land, rights of way and $ (47)(b) structures $ 11,976 $ - $ 46 94 (a) $ 11,977 Gas production equipment 10,642 - 173 80 (a) 10,549 Transmission and distribution 164,013 - 534 14,437 (a) 177,916 Utilization equipment 2,799 - 163 1,740 (a) 4,376 General equipment 2,765 - 24 324 (a) 3,065 Intangible plant - 433 - - 433 Construction work in progress 3,108 16,114 - (16,675)(a) 2,547 Total Utility Property $195,303 $16,547 $ 940 $ (47) $210,863 Non-Utility Property Land and buildings $ 1,346 $ 14 $ 64 $ 47 (b) $ 1,343 Services 640 - - - 640 General equipment 8,318 563 255 - 8,626 Total Non- Utility Property $ 10,304 $ 577 $ 319 $ 47 $ 10,609 Assets Under Capital Leases $ 8,646 $ 273 $ 956 $ - $ 7,963 _____________________________ See Note A of Notes to Consolidated Financial Statements. (a) Transfers to plant in service from construction work in progress. (b) Intercompany transfer or reclassification of fixed assets. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1991] SCHEDULE VI COLONIAL GAS COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT For the Three Years Ended December 31, 1993 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ADDITIONS OTHER BALANCE CHARGED CHANGES - AT TO COSTS ADD BALANCE BEGINNING AND RETIRE- (DEDUCT)- AT END DESCRIPTION OF PERIOD EXPENSES MENTS DESCRIBE OF PERIOD Year Ended December 31, 1993 Accumulated depreciation of utility property (separate reserves not maintained) $52,700 $6,939 $1,882 $ 100 (1) $57,857 Accumulated depreciation of non- utility property $ 6,691 $ 670 $1,615 $ (61)(3) $ 5,685 Amortization on $ 61 (3) capital leases $ 3,963 $ - $ - $ (463) $ 3,561 Year Ended December 31, 1992 Accumulated depreciation of utility property (separate reserves not maintained) $48,127 $6,023 $1,464 $ 14 (1) $52,700 Accumulated depreciation of non- utility property $ 5,842 $ 941 $ 8 $ (84)(3) $ 6,691 Amortization on $ 84 (3) capital leases $ 3,406 $ - $ - $ 473 $ 3,963 Year Ended December 31, 1991 Accumulated depreciation of utility property (separate reserves not maintained) $43,823 $5,488 $1,276 $ 92 (1) $48,127 Accumulated depreciation of non- $ (265)(2) utility property $ 5,228 $ 957 $ - $ (78)(3) $ 5,842 Amortization on $ 78 (3) capital leases $ 3,684 $ - $ - $ (356) $ 3,406 _______________________________________________ (1) Depreciation charged on clearing accounts. (2) Sold to third party. (3) Capitalized tractor lease. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE THREE YEARS ENDED DECEMBER 31, 1993] SCHEDULE VIII COLONIAL GAS COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 1993 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ADDITIONS BALANCE CHARGED BALANCE AT TO COSTS AT BEGINNING AND DEDUC- END OF DESCRIPTION OF PERIOD EXPENSES TIONS PERIOD For the Year Ended December 31, 1993 Reserve for uncollectible accounts $1,187 $2,101 $1,606 (1) $1,682 Reserve for insurance claims $ 548 $ 616 $ 566 $ 598 For the Year Ended December 31, 1992 Reserve for uncollectible accounts $ 778 $1,696 $1,287 (1) $1,187 Reserve for insurance claims $ - $ 622 $ 74 $ 548 For the Year Ended December 31, 1991 Reserve for uncollectible accounts $ 856 $1,516 $1,594 (1) $ 778 Reserve for insurance claims $ 50 $ - $ 50 $ - _____________________________ (1) Accounts charged off, net of collections. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1993] SCHEDULE IX COLONIAL GAS COMPANY AND SUBSIDIARIES SHORT-TERM DEBT For the Three Years Ended December 31, 1993 (In Thousands Except Percentages) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F WEIGHTED WEIGHTED AVERAGE MAXIMUM AVERAGE AVERAGE CATEGORY OF INTEREST AMOUNT AMOUNT INTEREST AGGREGATE BALANCE RATE OUTSTANDING OUTSTANDING RATE SHORT-TERM AT END AT END DURING THE DURING THE DURING THE DEBT OF PERIOD OF PERIOD PERIOD PERIOD (1) PERIOD (2) Year Ended December 31, 1993 Bank Loans $32,600 3.64% $32,600 $14,546 3.71% Gas Inventory Purchase $15,233 3.47% $15,233 $10,982 3.55% Obligations Year Ended December 31, 1992 Bank Loans $24,500 3.76% $42,600 $20,314 4.62% Gas Inventory Purchase $14,741 3.81% $11,768 $10,676 4.05% Obligations Year Ended December 31, 1991 Bank Loans $28,000 5.06% $28,000 $ 9,251 6.42% Gas Inventory Purchase $11,726 5.12% $11,864 $ 9,601 6.54% Obligations _____________________________ See Note F of Notes to Consolidated Financial Statements. (1) Amounts calculated by weighting the average of amount of short-term debt outstanding each day during the year. (2) Rates calculated by dividing actual interest expense by average outstanding balance of short-term debt. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES SHORT-TERM DEBT FOR THE THREE YEARS ENDED DECEMBER 31, 1993] SCHEDULE X COLONIAL GAS COMPANY AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION CHARGED TO COSTS AND EXPENSES YEAR ENDED DECEMBER 31, 1993 1992 1991 Maintenance and repairs included in: Operating Expenses - Maintenance $5,631 $5,477 $5,124 Other Income 444 593 550 Total $6,075 $6,070 $5,674 Depreciation, depletion and amortization of property, plant equipment included in: Operating Expenses - Depreciation $6,831 $5,895 $5,488 Operating Expenses - Operations 240 175 126 Other Income 632 906 910 Total $7,703 $6,976 $6,524 Taxes, other than payroll and income Local property taxes included in: Operating Expenses - Local property taxes $2,496 $2,059 $1,683 Other Income 42 36 31 2,538 2,095 1,714 Other taxes included in: Operating Expenses - Other Taxes 130 131 103 Other Income 186 299 347 316 430 450 Total $2,854 $2,525 $2,164 Depreciation and amortization of intangible assets, pre-operating costs and similar deferrals, royalties and advertising costs are not shown since the amounts are either less than 1% of operating revenues or none. [END OF COLONIAL GAS COMPANY AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION] SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COLONIAL GAS COMPANY Date By March 18 , 1994 F.L. Putnam, Jr., Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date F.L. Putnam, Jr. Chief Executive Officer, March 18 , 1994 Director Nickolas Stavropoulos Vice President - Finance and March 18 , 1994 Chief Financial Officer, Director (Principal Financial Officer) D.W. Carroll Vice President and Treasurer March 18 , 1994 (Principal Accounting Officer) V.W. Baur Director March 18 , 1994 A.C. Dudley Director March 18 , 1994 J.P. Harrington Director March 18 , 1994 H.C. Homeyer Director March 18 , 1994 R.L. Hull Director March 18 , 1994 K.R. Lydecker Director March 18 , 1994 F.L. Putnam, III Director March 18 , 1994 J.F. Reilly, Jr. Director March 18 , 1994 A.B. Sides, Jr. Director March 18 , 1994 M.M. Stapleton Director March 18 , 1994 C.O. Swanson Director March 18 , 1994 G.E. Wik Director March 18 , 1994 EX-3.A 2 RESTATED ARTICLES OF ORGANIZATION [EXHIBIT 3a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] The Commonwealth of Massachusetts MICHAEL JOSEPH CONNOLLY Secretary of State FEDERAL IDENTIFICATION ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-1558100 RESTATED ARTICLES OF ORGANIZATION General Laws, Chapter 164 Section 8C This Certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. _________ We, Eugene P. Hart, President, and Carol E. Elden, Clerk of Colonial Gas Company (Name of Corporation) located at 40 Market Street, Lowell, Massachusetts 01852 do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on April 19, 1989, by vote of the directors. 1. The name by which the corporation shall be known is: Colonial Gas Company 2. The purposes for which the corporation is formed are as follows: To carry on the business of a "gas company" as that term is defined in Massachusetts General Laws, Chapter 164, Section 1. To manufacture, produce, process, distribute, use, own, hold, store, sell, supply, furnish, transport, transmit or otherwise dispose of gas (including, without limitation, manufacture, natural or by-product gas), oil, chemicals of any kind or quality, any related products of any of them and the by- products and the residual products of any of them. To sell, furnish, distribute, supply and in any manner to use energy, light, heat and power by gas, oil, steam, water or other means. To explore, develop, produce, acquire, buy, sell and generally deal in oil or gas producing properties, wherever situated. To engage in the sale, rental and installation of gas and other appliances and to engage in gas fitting and installation work. To carry on any business, operation or activity which it would have power to conduct itself as a joint venture or partner of, or under any other arrangement with, any other corporation, association, trust, firm or individual. To carry on any business, operation or activity through a wholly or partly owned subsidiary. To carry on or perform any manufacturing, mercantile, selling, management, service or other business, operation or activity which may be lawfully carried on under Massachusetts General Laws, Chapters 156B and 164, provided that no such service, activity or business shall be prohibited by Chapter 164 or any other applicable provision of the Massachusetts General Laws. 3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows: With Par Value Class of Stock * Number of Par Value Shares Class A Preferred Stock 547,559 $25.00 Class B Preferred Stock 370,000 $ 1.00 Common Stock 15,000,000 $ 3.33 * Number of shares and par value of each authorized Class reflects Articles of Amendment effective July 16, 1992. 4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: PREFERENCE, VOTING POWERS, QUALIFICATIONS AND SPECIAL OR RELATIVE RIGHTS AND PRIVILEGES OF THE SEVERAL CLASSES OF CAPITAL STOCK OF COLONIAL GAS COMPANY. Preferred Stock 1. The Class A Preferred Stock, $25.00 par value, and the Class B Preferred Stock, $1.00 par value, may from time to time be divided into and issued in series. The different series of each such class shall be established and designated, and the variations in the relative rights and preferences as between the different series shall be fixed and determined by the Board of Directors as hereinafter provided. In all other respects all shares of Class A Preferred Stock shall be identical and all shares of Class B Preferred Stock shall be identical. 2. The Board of Directors is hereby expressly authorized, subject to the provisions of these articles, to establish series of Class A Preferred Stock and Class B Preferred Stock, respectively, and, with respect to each series of each such class, to fix and determine by vote providing for the issue of such series. (a) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors is creating such series) or decreased (but not below the number of shares then outstanding) from time to time by the Board of Directors; (b) The dividend rate or rates and preferences, if any, to which the shares of such series shall be entitled, the times at and conditions upon which dividends shall be paid, any limitations, restrictions or conditions on the payment of dividends, and whether dividends shall be cumulative and, if cumulative, the terms upon and dates from which such dividends shall be cumulative, which dates may differ for shares of any one series issued at different times; (c) Whether or not the shares of such series shall be redeemable, and, if redeemable, the redemption prices which the shares of such series shall be entitled to receive and the terms and manner of redemption; (d) The preferences, if any, and the amounts which the shares of such series shall be entitled to receive and all other special or relative rights of the shares of such series, upon any voluntary or involuntary liquidation, dissolution or winding up of, or upon and distribution of the assets of, the corporation; (e) The obligation, if any, of the corporation to maintain a purchase, retirement or sinking fund for shares of such series and the provisions with respect thereto; (f) The terms, if any, upon which the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustments, if any; (g) The terms and conditions of the voting rights, if any, of the holders of the shares of such series, including the conditions under which the shares of such series shall vote as a separate class; and (h) Such other designating preferences, powers, qualifications and special or relative rights or privileges of such series to the full extent now or hereafter permitted by the laws of the Commonwealth of Massachusetts. 3. The holders of any series of Class A Preferred Stock or Class B Preferred Stock shall be entitled to receive such dividends, upon such terms and with such preferences over the Common Stock and any junior series of Class A or Class B Preferred Stock as the Board of Directors may fix and determine in accordance with this Article. 4. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the corporation, the holders of the shares of any series of Class A Preferred Stock or Class B Preferred Stock then outstanding shall be entitled to receive out of the net assets of the corporation, but only in accordance with the preferences, if any, provided for such series, before any distribution or payment shall be made to the holders of the Common Stock and any junior series of Class A or Class B Preferred Stock, the amount per share fixed and determined by the Board of Directors in accordance with this Article upon such terms as the Board may so determine. 5. The shares of Class A Preferred Stock and Class B Preferred Stock shall have no voting power or voting rights with respect to any matter whatsoever, except as may be otherwise required by law or may be provided by the Board of Directors in accordance with this Article. Common Stock Except otherwise provided by law and subject only to the rights and preferences conferred upon the holders of the Class A Preferred Stock, the Class B Preferred Stock and of any class of capital stock hereafter authorized senior to the Common Stock, the holders of the Common Stock shall have and may exercise exclusively all the rights of stockholders of the Company. No stockholder shall have any preemptive right to acquire stock of the Company. Notice of any increase in the capital stock of the Company shall be given only to such stockholders as are entitled to subscribe therefor. 5. The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows: NONE 6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: Amendment of By-Laws The By-laws may provide that the directors may make, amend or repeal the By-laws in whole or in part, except with respect to any provision thereof which by law, these articles of organization or the By-laws requires action by the stockholders. Power To Be A Partner The corporation may carry on any business, operation or activity which it would have power to conduct itself as a joint venturer or partner of, or under any arrangement with, any other corporation, association, trust, firm or individual. Limitation of Certain Liabilities of Directors No director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director notwithstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of a director (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of the Massachusetts Business Corporation Law or any amendatory or successor provisions thereto or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which this provision became effective, and no amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal. CLASSIFICATION OF DIRECTORS The number of the members of the board of directors shall be determined in the manner provided in the by-laws of the corporation. The board of directors shall be divided into three classes as nearly equal in number as may be: Class I, Class II and Class III. The number of directors in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of directors by three and, if a fraction is also contained in such quotient, then if such fraction is one- third the extra director shall be a member of Class III and if the fraction is two-thirds one of the directors shall be a member of Class III and the other shall be a member of Class II. Each director shall serve for a term ending at the third annual meeting following the annual meeting at which such director was elected; provided, however, that the directors first elected to Class I shall serve for a term ending at the annual meeting next ensuing, the directors first elected to Class II shall serve for a term ending at the second annual meeting following the meeting at which such directors were first elected and the directors first elected to Class III shall serve a full term as hereinabove provided. The foregoing notwithstanding, each director shall serve until his successor shall have been duly elected and qualified, unless he shall die, retire, resign, become disqualified or disabled or shall otherwise be removed. For purposes of the preceding paragraph, reference to the first election of directors shall signify the first election of directors following the election of directors at the annual meeting or special meeting in lieu of the annual meeting of stockholders at which this provision is adopted or, if not so adopted, the annual meeting or special meeting in lieu of the annual meeting next following the adoption of this provision. At each annual election held thereafter, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed. If for any reason the number of directors in the various classes shall not conform with the formula set forth in the preceding paragraph, the board of directors may redesignate any director into a different class in order that the balance of directors in such classes shall conform thereto. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, retirement, resignation, disability, removal or other cause shall be filled by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. This provision cannot be amended, altered or repealed without the approval of the holders of at least eighty percent of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for purposes of this provision as a single class. This provision is subject to the rights of holders of the Preferred Stock, the Convertible Preferred Stock and any other class or series of preferred stock which may be created to elect members of the board of directors of the corporation pursuant to the provisions of these Restated Articles of Organization applicable to each such class or series of preferred stock. CERTAIN BUSINESS COMBINATIONS (i) Except as set forth in part (ii) of this provision, the affirmative vote or consent of the holders of at least eighty percent of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for purposes of this provision as one class, shall be required; (a) for the adoption of any agreement for the merger or consolidation of the corporation with or into any Other Corporation (as hereinafter defined), (b) to authorize any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, of the assets of the corporation to any Other Corporation, (c) to authorize the issuance or transfer by the corporation of any Substantial Amount (as hereinafter defined) of securities of the corporation in exchange for the securities or assets of any Other Corporation or (d) to engage in any other transaction the effect of which is to combine the assets and business of the corporation with any Other Corporation. Such affirmative vote or consent shall be in addition to whatever vote or consent of the holders of the stock of the corporation may otherwise be required by law, the Restated Articles of Organization of the corporation or any agreement or contract to which the corporation shall be a party. (ii) The provisions of part (i) of this provision shall not be applicable to any transaction described therein if such transaction is approved by a resolution of the board of directors of the corporation, provided that the directors voting in favor of such resolution include a majority of the persons who were duly elected and acting members of the board of directors prior to the time any such Other Corporation became a Beneficial Owner (as hereinafter defined) of ten percent or more of the shares of stock of the corporation entitled to vote for the election of directors. In considering such transaction, the board of directors shall give due consideration to all relevant factors, including without limitation the social and economic effect on the employees, customers, suppliers and other constituents of the corporation and on the communities in which the corporation and its subsidiaries operate or are located. (iii) the board of directors shall have the power and duty to determine for the purposes of this provision, on the basis of information known to such board, if and when any Other Corporation is the Beneficial Owner of ten percent or more of the outstanding shares of stock of the corporation entitled to vote for the election of directors. Any such determination, if made in good faith, shall be conclusive and binding for all purposes of this provision. (iv) As used in this provision, the following terms shall have the meanings indicated: "Other Corporation" means any person, firm, corporation or other entity, other than a Subsidiary of the corporation, which is the Beneficial Owner of ten percent or more of the shares of stock of the corporation entitled to vote for the election of directors. "Subsidiary" means any corporation in which the corporation owns, directly or indirectly, more than fifty percent of the voting securites. "Substantial Amount" means any securities of the corporation having a then fair market value of more than $500,000. An Other Corporation (as defined above) shall be deemed to be the "Beneficial Owner" of stock if such Other Corporation or any "affiliate" or "associate" of such Other Corporation (as those terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj as amended from time to time), directly or indirectly, controls the voting of such stock or has any options, warrants, conversion or other rights to acquire such stock. (v) This provision cannot be amended, altered or repealed without the approval of the holders of at least eighty percent of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this provision as a single class. We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles None** **The foregoing restated articles of organization have been adopted to reflect the elimination of the Class A Common Stock and its conversion into Common Stock in accordance with the terms of the Class A Common Stock and, accordingly, effect no amendments to the articles of organization. In accordance with the terms of the Class A Common Stock and agreements among the Company and the holders of the Class A Common Stock implementing such terms, the Restrictions on Dividends Appplicable to the Class A Common Stock terminated as of January 1, 1989 and each share of Class A Common Stock was converted into and became a share of Common Stock. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 19th day of April in the year 1989. Eugene P. Hart, President Carol E. Elden, Clerk THE COMMONWEALTH OF MASSACHUSETTS RESTATED ARTICLES OF ORGANIZATION (General Laws, Chapter 164, Section 8c) I hereby approve the within restated articles of organization and, the filing fee in the amount of $200.00 having been paid, said articles are deemed to have been filed with me this 20th day of April, 1989. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT TO: Telephone: Copy Mailed [END OF RESTATED ARTICLES OF ORGANIZATION FORM] THE COMMONWEALTH OF MASSACHUSETTS OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE MICHAEL JOSEPH CONNOLLY, Secretary FEDERAL IDENTIFICATION NO. 04-1558100 ONE ASHBURTON PLACE, BOSTON, MASS. 02108 CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING A SERIES OF A CLASS OF STOCK General Laws, Chapter 156B, Section 26 ----------- We, Nickolas Stavropoulos, Vice President and Carol E. Elden, Clerk of Colonial Gas Company (Name of Corporation) located at 40 Market Street, Lowell, MA 01853 do hereby certify that at a meeting of the directors of the corporation held on November 9, 1993, the following vote establishing and designating a series of a class of stock and determining the relative rights and preferences thereof was duly adopted. VOTED, that pursuant to the authority vested in the Board of Directors of this Company by Article Four of its Restated Articles of Organization, a series of Class A Preferred Stock of the Company be and it hereby is created, and the designations, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: 1. Authorized Amount and Designation. The shares of such series shall be designated as "Series A-1 Junior Participating Preferred Stock" (the "Junior Preferred Stock"). The number of shares constituting such series shall be 100,000 shares and the par value shall be $25.00 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Junior Preferred Stock. 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Class A or Class B (collectively, the "Preferred Stock") ranking prior and superior to the Junior Preferred Stock with respect to dividends, the holders of shares of Junior Preferred Stock, in preference to the holders of Common Stock of the Company (the "Common Stock"), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Junior Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Company shall declare a dividend or distribution on the Junior Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Junior Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Junior Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. 3. Voting Rights. The holders of shares of Junior Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Junior Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Junior Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein, in the Restated Articles of Organization, in any other Resolution of the Board of Directors of the Company creating a series of Preferred Stock, or by law, the holders of shares of Junior Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company. (C) Except as set forth herein or as otherwise provided by law, holders of Junior Preferred Stock shall have no voting rights. 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Stock outstanding shall have been paid in full, the Company shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred Stock, except dividends paid ratably on the Junior Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Junior Preferred Stock; or (iv) redeem, purchase or otherwise acquire for consideration any shares of Junior Preferred Stock, or any shares of stock ranking on a parity with the Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (A) of this section 4 purchase or otherwise acquire such shares at such time and in such manner. 5. Reacquired Shares. Any shares of Junior Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Class A Preferred Stock and may be reissued as part of a new series of Class A Preferred Stock, subject to the conditions and restrictions on issuance set forth herein, in the Restated Articles of Organization, in any other Resolution of the Board of Directors of the Company creating a series of Preferred Stock, or as otherwise required by law. 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Junior Preferred Stock shall be entitled to receive, to the extent greater than the foregoing, an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred Stock, except distributions made ratably on the Junior Preferred Stock and all other such parity stock in proportion of the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 7. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 8. Redemption. The shares of Junior Preferred Stock shall not be redeemable. 9. Rank. The Junior Preferred Stock shall rank junior with respect to the payment of dividends and the distribution of assets to all series of the Company's Preferred Stock that specifically provide that they shall rank prior to the Junior Preferred Stock. Nothing herein shall preclude the Board from creating any series of Preferred Stock ranking on a parity with or prior to the Junior Preferred Stock as to the payment of dividends or the distribution of assets. 10. Amendment. The Restated Articles of Organization of the Company shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Junior Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding Junior Preferred Stock, voting together as a single series. 11. Fractional Shares. The Junior Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of the Junior Preferred Stock. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 23rd day of November in the year 1993. Nickolas Stavropoulos, Vice President Carole E. Elden, Clerk THE COMMONWEALTH OF MASSACHUSETTS Certificate of Vote of Directors Establishing A Series of a Class of Stock (General laws, Chapter 156B, Section 26) I hereby approve the within certificate and, the filing fee in the amount of $________ having been paid, said certificate is hereby filed this _________ day of ___________, 19___. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION PHOTO COPY OF CERTIFICATE TO BE SENT TO: Telephone Copy Mailed [END OF EXHIBIT 3a TO COLONIAL GAS COMPANY FORM 10-K FOR TERM ENDING 12/31/93] EX-3.B 3 BYLAWS [EXHIBIT 3b TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Amended and effective 11/9/93 BY-LAWS of COLONIAL GAS COMPANY ARTICLE I SEAL AND FISCAL YEAR The seal shall be circular in form with the name of the corporation around the periphery and words and figures "Incorporated 1849" within. The fiscal year shall commence on January 1 of each year. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place. Meetings of the stockholders shall be held at the principal office of the corporation in Massachusetts or at such other place as may be named in the call. SECTION 2. Annual Meetings. The annual meeting of the stockholders shall be held after the close of each fiscal year on the third Wednesday of April if not a legal holiday and, if a legal holiday, then on the next preceding Wednesday not a legal holiday, or on such other date within six months after the close of the fiscal year as the Directors or an officer designated by the Directors shall determine, and at such hour as may be named in the call. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be called by the chairman of the board of directors, the president, a vice president or by the directors, and shall be called by the clerk, or by any other officer, upon written application of one or more stockholders who hold at least 40% in interest of the capital stock entitled to vote thereat. SECTION 4. Notice. A written notice of the date, place and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the clerk or an assistant clerk (or by any other officer who is entitled to call such a meeting) at least seven (7) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Notwithstanding the foregoing, in the case of any special meeting called upon the written application of stockholders, such meeting shall be called not less than sixty (60) days nor more than ninety (90) days after such application is received by the corporation and written notice thereof shall be given in accordance with the preceding sentence at least twenty (20) days before the meeting. SECTION 5. Quorum. A majority in interest of all the capital stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured. SECTION 6. Voting. Stockholders entitled to vote shall have one vote for each share of stock owned by them, provided that the corporation shall not directly or indirectly vote any share of its own stock. Stockholders may vote in person or by proxy. Any elections of directors by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. When a quorum is present at any meeting, a majority in interest of the capital stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the charter or of these by-laws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question. SECTION 7. Action by Consent. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting. SECTION 8. Notification of Proposed Business. At any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be brought properly before a meeting of stockholders, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements for business to be brought properly before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Clerk of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that (except as to an annual meeting held on the date specified in these by-laws, such date not having been changed since the last annual meeting), if less than seventy (70) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder's notice shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. Nothwithstanding anything in the by-laws to the contrary, no business shall be conducted at any meeting of stockholders except in accordance with the procedures set forth in this section. The chairman of the meeting may determine whether any business was properly brought before the meeting in accordance with the provisions of this section, and any such business not properly brought before the meeting shall not be transacted. ARTICLE III OFFICERS AND DIRECTORS SECTION 1. Enumeration. The corporation shall have a board of not less than three nor more than fifteen directors, except that whenever there shall be fewer than three stockholders, the number of directors may be less than three but in no event less than the number of stockholders. The number of directors shall be fixed from time to time by a majority of the members of the board of directors then in office, and may be enlarged at any time (within the limits above specified) by a majority of the members of the board of directors then in office. The officers of the corporation shall be a chairman of the board of directors, a president, one or more vice presidents, a treasurer, a clerk and such other officers as the directors may from time to time appoint. SECTION 2. Qualification. Directors and officers need not be stockholders. The chairman of the board of directors and the president shall be members of the board of directors. Two or more offices may be held by the same person. The clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed in the manner set forth in the Massachusetts Business Corporation Law. SECTION 3. Election. The directors shall be elected in the manner provided by the Restated Articles of Organization as in effect from time to time. The directors at their annual meeting in each year shall elect a chairman of the board of directors, a president, one or more vice presidents, a treasurer and a clerk, and may at any time elect such officers as they shall determine. Except as hereinafter provided, the president, the vice presidents, the treasurer and the clerk shall hold office until the date fixed in these by-laws for the next annual meeting of stockholders and until their respective successors are elected and qualified. Other officers shall serve at the pleasure of the directors. SECTION 4. Removal. Directors may be removed from office at any time for cause by vote of a majority of the directors then in office. No director of the corporation shall be removed from his office as a director without cause unless such removal is approved by the holders of at least eighty percent of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for purposes of this provision as a single class. Officers elected or appointed by the directors may be removed from their respective offices without cause by vote of a majority of the directors then in office. A director or officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him. SECTION 5. Resignation. Resignations by officers or directors shall be given in writing to the chairman of the board of directors, the president, treasurer, clerk or directors. Any member of any committee may resign by giving written notice either as aforesaid or to the committee of which he is a member or the chairman. SECTION 6. Vacancies. Continuing directors may act despite a vacancy in the board and shall for this purpose be deemed to constitute the full board. Vacancies in the board of directors shall be filled only in the manner provided by the Restated Articles of Organization as in effect from time to time. Vacancies in any other office may be filled by the directors. SECTION 7. Approval of Changes. No change in Sections 1, 3, 4 or 6 of this Article III may be made unless approved by the holders of at least eighty percent of the shares of stock of the corporation then entitled to vote for the election of directors. SECTION 8. Notification of Nominations. Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect Directors under specified circumstances, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been timely given to the Clerk of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that (except as to an annual meeting held on the date specified in these by-laws, such date not having been changed since the last annual meeting), if less than seventy (70) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Each such notice shall set forth (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder, (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (e) the consent of each nominee to serve as a Director of the corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. ARTICLE IV POWERS AND DUTIES OF DIRECTORS AND OFFICERS SECTION 1. Directors. The business of the corporation shall be managed by the directors, who may exercise all such powers of the corporation as are not by law, by the articles of organization or by the by-laws required to be otherwise exercised. The directors may from time to time to the extent permitted by law delegate any of their powers to committees, officers, attorneys or agents of the corporation, subject to such limitations as the directors may impose. The directors shall have power to determine what constitutes net earnings, profits and surplus, respectively, what amount shall be reserved for working capital and for any other purposes, and what amount shall be declared as dividends, and such determination by the directors shall be final and conclusive. SECTION 2. Fees of Directors and Others. The board of directors shall have power to fix and determine the fee or fees to be paid members of the board of directors or of any committee appointed by the directors or stockholders for attendance at meetings of said directors or committees. Any fees so fixed and determined by the board of directors shall be subject to revision or amendment by the stockholders. SECTION 3. Executive and Other Committees. The board of directors may elect from their number an executive committee of not less than three nor more than seven members, which committee shall, when the board of directors is not in session, have and exercise any or all of the powers of the board of directors in the management of the business and affairs of the corporation except as prohibited by law and have power to authorize the seal of the corporation to be affixed to all papers which may require it. The executive committee shall report its action to the board of directors. The executive committee may make rules for notice, holding and conduct of the meetings and the keeping of the records thereof. The board of directors likewise may appoint from their number or from the stockholders other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by vote of the board of directors. SECTION 4. Chairman of the Board. The chairman of the board of directors shall be the senior officer of the corporation. He shall preside over all meetings of the stockholders and directors; he shall direct the policy of the corporation; he shall have primary control of methods and amounts of capital financing, and may define and prescribe the duties of each officer or employee of the corporation which are not fully prescribed by these by-laws or by the resolutions of the board of directors. The board of directors may permit a vacancy to exist in the office of chairman of the board, in which event the duties and rights herein prescribed for such chairman shall vest in the president. SECTION 5. President. The president shall be the chief executive officer of the corporation and as such shall have immediate supervision, direction and control of its business and affairs, subject to the chairman of the board of directors and, where specifically defined, to the board of directors. In the absence of the chairman of the board of directors, he shall preside at all meetings of the directors and of the stockholders at which he is present, and, in general, perform the functions of the chairman of the board of directors in the latter's absence. SECTION 6. Vice Presidents. Any vice president, except as especially limited by vote of the board of directors, shall perform the duties and have the powers of the president during the absence or disability of the president and shall have the power to sign all certificates of stock, bonds, deeds and contracts of the corporation. He shall perform such other duties and have such other powers as the board of directors shall designate from time to time. SECTION 7. Treasurer. The treasurer, subject to the order of the board of directors, shall have the care and custody of the money, funds, valuable papers and documents, of the corporation (other than his own bond which shall be in the custody of the president) and shall have and exercise, under the supervision of the board of directors, all the powers and duties commonly incident to his office, and shall give bond in such form and with such sureties as shall be required by the board of directors. He shall deposit all funds of the corporation in such bank or banks, trust company or trust companies or with such firm or firms doing a banking business as the directors shall designate, and shall have power to borrow in accordance with authorizations of the board of directors given from time to time, monies for the corporate needs of the company and to cause to be issued as evidence thereof notes of the company. He may endorse for deposit or collection all checks, notes, etc., payble to the corporation or its order, may accept drafts on behalf of the corporation and, together with the president or a vice president, may sign certificates of stock. He shall keep accurate books of account and records of the corporation's transactions resulting from the performance of his duties except where such books and/or records are kept by some other person or persons pursuant to instructions of the board of directors, all of which books and records shall be the property of the corporation, and, together with all its property in his possession, shall be subject at all times to the inspection and control of the board of directors. The treasurer shall hold his office during the pleasure of the board of directors, and shall be subject in every way to its orders. All checks, drafts, notes or other instruments or obligations for the payment of money shall be signed by the president or treasurer or such other person as the board of directors may from time to time designate. With the exception of certificates of stock, bonds, and other instruments that specifically require counter signature or registration as the condition to their validity, such checks, drafts, notes or other obligations need not be countersigned or registered as a condition to their validity by any other officer or person. Checks for the total amount of any payroll may be drawn, in accordance with the foregoing provisions and deposited in a special fund. Checks upon this fund may be drawn by such person or persons as the treasurer shall designate and need not be countersigned. The directors may appoint one or more assistant treasurers with such powers and duties, including the powers and duties of the treasurer as herein stated, as the directors shall determine. SECTION 8. Clerk. The clerk shall record all proceedings of the stockholders, the directors and the executive committee in a book or books to be kept therefor and shall have custody of the seal of the corporation. In his absence, an assistant clerk or a clerk pro tempore shall perform his duties. SECTION 9. Other Officers. Other officers shall have such powers as may be designated from time to time by the directors. ARTICLE V MEETINGS OF THE DIRECTORS SECTION 1. Regular Meetings. Regular meetings may be held at such times and places within or without the Commonwealth of Massachusetts as the directors may fix. An annual meeting shall be held in each year immediately after and at the place of the meeting at which the board is elected. SECTION 2. Special Meetings. Special meetings may be held at such times and places within or without the Commonwealth of Massachusetts as may be determined by the president, a vice president, the clerk, an assistant clerk or three or more directors. SECTION 3. Notice. No notice need be given for a regular or annual meeting. Notice of special meetings, stating the time and place thereof, shall be given by mailing the same to each director or by delivering the same to him personally or by telephoning or telegraphing the same to him at his residence or business address at least one day before the meeting unless, in case of exigency, the chairman of the board of directors or the president shall prescribe a shorter notice to be given personally or by telephoning or telegraphing each director at his residence or business address. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. SECTION 4. Quorum. Three of the directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is secured. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law or the articles of organization or these by-laws. SECTION 5. Action by Consent. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting. ARTICLE VI CERTIFICATE OF STOCK Every stockholder shall be entitled to a certificate or certificates of the capital stock of the corporation in such form as may be prescribed by the board of directors, duly numbered and sealed with the corporate seal of the corporation and setting forth the number and the class and the designation of the series, if any, of shares to which such stockholder is entitled. Such certificates shall be signed by the president or a vice president and by the treasurer or an assistant treasurer; except as otherwise provided by law such signatures may be facsimile. The board of directors may also appoint one or more transfer agents and/or registrars for its stock of any class or classes and may require stock certificates to be countersigned and/or registered by one or more of such transfer agents and/or registrars. ARTICLE VII STOCK AND TRANSFER BOOKS The corporation shall keep in the Commonwealth of Massachusetts at its principal office (or at an office of its transfer agent or of its clerk or of its resident agent) stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each. The corporation for all purposes may conclusively presume that the registered holder of a stock certificate is the absolute owner of the shares represented thereby and that his record address is his proper address. It shall be the duty of every stockholder to notify the corporation of a change in his post office address. The directors may fix in advance a time, which shall not be more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period. If no record date is fixed and the transfer books are not closed: (1) The record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. (2) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors acts with respect thereto. ARTICLE VIII TRANSFER OF STOCK Shares of stock may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same on the books of the corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, and shall be transferable on the books of the corporation upon surrender thereof so assigned or endorsed. ARTICLE IX LOSS OF CERTIFICATES In case of the loss, mutiliation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the directors shall prescribe. ARTICLE X SIGNATURE OF CHECKS All checks drawn on bank accounts of the corporation may be signed on its behalf provided in these by-laws or as otherwise authorized from time to time by the directors. ARTICLE XI AMENDMENT OF BY-LAWS The board of directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law, the articles of organization or these by-laws requires action by the stockholders. These by-laws also may be amended by vote of the holders of a majority of the shares outstanding and entitled to vote. ARTICLE XII EMPLOYMENT CONTRACTS The corporation may enter into employment contracts authorized by the directors, and the provisions of such contracts shall be valid in accordance with their terms despite any inconsistent provision of these by-laws relating to terms of officers and removal of officers with or without cause. ARTICLE XIII INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the corporation or of any of its subsidiaries, or who at the request of the corporation may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he may become involved by reason of his serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation if he acted in good faith in the reasonable belief that his action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he had a fiduciary duty. Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the corporation approves the payment of indemnification, such director shall be wholly protected, if: (i) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate), or (3) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the proceeding; or (ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or (iii) the payment is approved by a court of competent jurisdiction; or (iv) the directors have otherwise acted in accordance with the standard of conduct set forth in the Massachusetts Business Corporation Law. Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days, after the receipt by the corporation of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the corporation shall have determined that the person is not entitled to indemnification. If the corporation denies the request or if payment is not made within such 30 day period, the person seeking to be indemnified may at any time thereafter seek to enforce his rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the corporation. The right of indemnification under this article shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the corporation, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with the corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the corporation. The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such director or officer or other person may be entitled. Nothing contained in this article shall affect any rights to indemnification to which employees or agents of the corporation other than directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law. ARTICLE XIV SHAREHOLDING, OFFICE HOLDING AND DEALINGS BY DIRECTORS AND OFFICERS No contract or other transaction of this corporation with any other person, corporation, association, or partnership shall be affected or invalidated by the fact that (i) this corporation is a stockholder in such other corporation, association or partnership; or (ii) any one or more of the officers or directors of this corporation is an officer, director or partner of such other corporation, association or partnership, or (iii) any officer or director of this corporation, individually or jointly with others, is a party to or is interested in such contract or transaction. Any director of this corporation may be counted in determining the existence of a quorum at any meeting of the board of directors for the purpose of authorizing or ratifying any such contract or transaction, and may vote thereon, with like force and effect as if he were not so interested or were not an officer, director or partner of such other corporation, association or partnership. ARTICLE XV CONTROL SHARE ACQUISITIONS SECTION 1. Application of Statute. The provisions of chapter 110D of the Massachusetts General Laws, Regulation of Control Share Acquisitions, shall not apply to control share acquisitions of this corporation. SECTION 2. Right to Redeem Control Shares. If the provisions of chapter 110D of the Massachusetts General Laws, Regulation of Control Share Acquisitions, shall at any time apply to control share acquisitions of the corporation, the corporation shall be authorized to redeem, at its option but without requiring the agreement of the person who has made a control share acquisition, all but not less than all shares acquired in such control share acquisition under the circumstances and pursuant to the provisions set forth in section 6 of said chapter 110D, as amended from time to time. Definitions The term "articles of organization" as used in these by-laws shall have the same meaning as the term "articles of organization" in section 1 of chapter 164 of the Massachusetts General Laws. [END OF EXHIBIT 10b TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.P 4 [EXHIBIT 10p TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 93003E SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-E) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-E, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 11,577 MMBtu Maximum Annual Transportation Quantity 3,125,790 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-E as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-E, nor less than the minimum rate under Rate Schedule AFT-E. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-E, (b) Algonquin's Rate Schedule AFT-E, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-E. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-E. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-E. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule F-1 dated November 1, 1984 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-E between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt. Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Hanover, NJ (TETCO) 4,415 At any pressure requested by Algonquin but not in excess of 750 Psig. Lambertville, NJ 7,162 At any pressure requested by Algonquin but not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-E between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery. Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of meter station located at: Bourne, MA 7,124 200 Sagamore, MA 7,327 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBT 10p TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.Q 5 [EXHIBIT 10q TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 93203 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of June 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 1,951 MMBtu Maximum Annual Transportation Quantity 712,115 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 0l853 Attn.: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto, except that in the case of conversions from former Rate Schedules F-2 and F-3, the parties' obligations under Article II of the service agreements pertaining to such rate schedules shall continue in effect. Service Agreement executed by Customer and Algonquin under Rate Schedule F-2 dated July 30, 1984. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 1,951 At any pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of meter station located at: Bourne, MA 650 200 Sagamore, MA 1,301 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10q TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.R 6 [EXHIBIT 10r TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 93303 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 577 MMBtu Maximum Annual Transportation Quantity 210,605 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto, except that in the case of conversions from former Rate Schedules F-2 and F-3, the parties' obligations under Article II of the service agreements pertaining to such rate schedules shall continue in effect. Service Agreement executed by Customer and Algonquin under Rate Schedule F-3 dated July 30, 1984. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Centerville, NJ 577 At any pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of meter station located at: Bourne, MA 192 200 Sagamore, MA 385 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10r TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.S 7 [EXHIBIT 10s TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 93402 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 7,918 MMBtu Maximum Annual Transportation Quantity 2,890,070 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 01853 Attn: Mr. John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto, except that in the case of conversions from former Rate Schedules F-2 and F-3, the parties' obligations under Article II of the service agreements pertaining to such rate schedules shall continue in effect. Service Agreement executed by Customer and Algonquin under Rate Schedule F-4 dated August 29, 1988. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 7,918 At any pressure requested by Algonquin but not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of meter station located at: Bourne, MA 2,573 200 Sagamore, MA 5,345 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10s TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.T 8 [EXHIBIT 10t TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 9W002E SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-E) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-E, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 4,886 MMBtu Maximum Annual Transportation Quantity 293,160 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-E as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-E, nor less than the minimum rate under Rate Schedule AFT-E. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-E, (b) Algonquin's Rate Schedule AFT-E, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-E. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-E. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-E. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (a) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule WS-1 dated November 1, 1984. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-E between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation ReceipT Pressure Receipt (MMBtu) (Psig) Hanover, NJ (TETCO) 3,028 At any Pressure requested by Algonquin not in excess of 750 Psig. Lambertville, NJ 1,858 At any Pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-E between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of meter stations located at: Bourne, MA 4,580 200 Sagamore, MA 4,886 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10t TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.U 9 [EXHIBIT 10u TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 9S100 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 972 MMBtu Maximum Annual Transportation Quantity 100,000 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto, except that in the case of conversions from former Rate Schedules F-2 and F-3, the parties' obligations under Article II of the service agreements pertaining to such rate schedules shall continue in effect. Service Agreement executed by Customer and Algonquin under Rate Schedule SS-III dated September 25, 1986, to the extent it provides for 972 MMBtu of Storage Demand. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 985 At any pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) Bourne, MA 325 200 Sagamore, MA 647 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10u TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.V 10 [EXHIBIT 10v TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 9B101 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of June, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily TransportationQuantity 3,000 MMBtu Maximum Annual Transportation Quantity 700,000 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending on and including October 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P. O. Box 3064 Lowell, MA 0l853 Attn.: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto, except that in the case of conversions from former Rate Schedules F-2 and F-3, the parties' obligations under Article II of the service agreements pertaining to such rate schedules shall continue in effect. Service Agreement executed by Customer and Algonquin under Rate Schedule STB dated November 1, 1984, to the extent it provides for 3,000 MMBtu of Storage Demand. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 3,016 At any pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Exhibit B Point(s) of Delivery Dated: June 1, 1993 To the service agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) On the outlet side of the meter station located at: Bourne, MA 1,000 200 Sagamore, MA 2,000 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington [END OF EXHIBIT 10v TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.W 11 [EXHIBIT 10w TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 800288 SERVICE AGREEMENT FOR RATE SCHEDULE CDS This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 CDS, and of the General Terms and Conditions, transportation service hereunder will be firm. Subject to the terms, conditions and limitations hereof and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline shall deliver to 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), for Customer's account, as requested for any day, natural gas quantities up to Customer's MDQ. Customer's MDQ is as follows: Maximum Daily Quantity (MDQ) 10,415 dth Subject to variances as may be permitted by Sections 2.4 of Rate Schedule CDS or the General Terms and Conditions, Customer shall deliver to Pipeline and 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) daily quantities of gas equal to the daily quantities delivered to Customer pursuant to this Service Agreement up to Customer's MDQ, plus Applicable Shrinkage as specified in the General Terms and Conditions. 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 on any day a quantity of gas in excess of the MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule CDS 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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 CDS 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 CDS 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 CDS, (b) Pipeline's Rate Schedule CDS pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule CDS. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY P.O. Box 3064 40 Market Street Lowell, MA 01853 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. 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: NONE 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 respec tive 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: Diane T. Tom Vice President ATTEST: Robert W. Reed, Secretary COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 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. Transportation Transportation Path Path Quantity (Dth/D) M1 to M3 10,415 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 10,415 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY CUSTOMER, TRAN TRAN NJ HUNTERDON, NOT TO EXCEED CO., NJ 750 PSIG 71078 ALGONQUIN- 9,418 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NH BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79513 SS-1 STORAGE 2,372 N/A N/A N/A N/A POINT 04/01-10/31 2,372 11/01-03/31 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligations at each of the Points of Delivery described above, including Pipeline's maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT B, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 21,318 No. 2 9,418 No. 3 2,372 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ EXHBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS BETWEEN TEXAS EASTERN TRANSMISSION COPRORATION ("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED JUNE 1, 1993: ZONE BOUNDARY ENTRY QUANTITY Dth/D FROM STX TO M1-TGC: 295 FROM ETX TO M1-24: 1,256 FROM ETX TO M1-TXG: 447 FROM WLA TO M1-TXG: 136 FROM WLA TO M1-TGC: 295 FROM ELA TO M1-30: 8,155 FROM M1-24 TO M2-24: 1,256 FROM M1-30 TO M2-30: 8,155 FROM M1-TXG TO M2-TXG: 583 FROM M1-TGC TO M2-TGC: 591 FROM M2 TO M3: 10,415 EXHIBIT C (Continued) COLONIAL GAS COMPANY ZONE BOUNDARY EXIT QUANTITY Dth/D FROM M1-24 TO M2-24: 1,256 FROM M1-30 TO M2-30: 8,155 FROM M1-TXG TO M2-TXG: 583 FROM M1-TGC TO M2-TGC: 591 FROM M2 TO M3: 10,415 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT C DATED:_____________ [END OF EXHBIT 10w TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.X 12 [EXHIBIT 10x TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 800313 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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: Maximum Daily Quantity (MDQ) 7,918 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2012 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 years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY P O BOX 3064 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993 TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 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. Transportation Transportation Path Path Quantity (Dth/D) M1 to M3 7,918 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 7,918 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY CUSTOMER, TRAN TRAN NJ, NOT TO EXCEED HUNTERDON CO., NJ 750 PSIG 71078 ALGONQUIN- 7,918 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NJ BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79513 SS-1 STORAGE 2,372 N/A N/A N/A N/A POINT 04/01-10/31 2,372 11/01-03/31 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT B, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 21,318 No. 2 9,418 No. 3 2,372 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED JUNE 1, 1993: ZONE BOUNDARY ENTRY QUANTITY Dth/D FROM STX TO M1-TGC: 255 FROM ETX TO M1-24: 954 FROM ETX TO M1-TXG: 340 FROM WLA TO M1-TXG: 103 FROM WLA TO M1-TGC: 225 FROM ELA TO M1-30: 6,200 FROM M1-24 TO M2-24: 954 FROM M1-30 TO M2-30: 6,200 FROM M1-TXG TO M2-TXG: 443 FROM M1-TGC TO M2-TGC: 449 FROM M2 TO M3: 7,918 EXHIBIT C (Continued) COLONIAL GAS COMPANY ZONE BOUNDARY EXIT QUANTITY Dth/D FROM M1-24 TO M2-24: 954 FROM M1-30 TO M2-30: 6,200 FROM M1-TXG TO M2-TXG: 443 FROM M1-TGC TO MW-TGC: 449 FROM M2 TO M3: 7,918 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERCEDES EXHIBIT C DATED:_____________ [END OF EXHBIT 10x TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.Y 13 [EXHIBIT 10y TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] Contract #: 331800 SERVICE AGREEMENT FOR RATE SCHEDULE FTS-8 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 and of Pipeline's Rate Schedule FTS-8, Pipeline agrees to deliver on a firm basis for Customer's account quantities of gas up to the following quantity: Maximum Daily Quantity (MDQ) 985 dth Pipeline shall receive for Customer's account, at the Customer Point(s), 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 the CNG Point(s), such daily quantities tendered up to such Customer's MDQ. Pipeline shall receive for Customer's account, at the CNG Point(s), 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 the Customer Point(s), 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, as specified in the executed service agreement. 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 on any day a quantity of gas in excess of the applicable MDQ, as specified in the executed service agreement. ARTICLE II TERM OF AGREEMENT This Service Agreement shall become effective on June 1, 1993, and shall continue in force and effect until March 31, 2006, and from year to year thereafter unless terminated by either party upon twenty-four months' prior written notice. 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. Notwithstanding the foregoing, service shall not be terminated unless and until Pipeline has received abandonment authority pursuant to Section 7 of the Natural Gas Act. Customer shall have the right to oppose Pipeline's application to the Federal Energy Regulatory Commission, or any successor agency, for such abandonment authority. For the 120 days following termination of this Service Agreement, Pipeline shall utilize its best efforts to provide Customer with such additional interruptible transportation service, to be provided pursuant to Rate Schedule IT-1 or successor of Rate Schedule IT-1, as is necessary for Customer to withdraw and receive delivery of all gas remaining in storage pursuant to CNG's Rate Schedule GSS. 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 FTS-8 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 FTS-8 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. Pipeline shall have the right from time to time, by the filing of a revised rate schedule, to increase or decrease the rates, to change the form of the applicable rate schedule and to take such other and further action with respect thereto without further consent by Customer and such changes in rates and other changes shall become the Rate Schedule and Terms and Conditions under which the gas shall be transported hereunder. Customer shall have the right to oppose any of the foregoing and to request reduction in rates to the extent that Customer is legally permitted to do so under the Natural Gas Act. ARTICLE IV CUSTOMER POINT(S) AND CNG POINT(S) Natural gas to be received by Pipeline for Customer's account for service hereunder shall be received on the outlet side of the measuring station at or near the following designated Customer Point(s) or CNG Point(s), and natural gas to be delivered by Pipeline for Customer's account hereunder shall be delivered at the outlet side of the measuring stations at or near the following designated CNG Point(s) or Customer Point(s), in accordance with the Maximum Daily Receipt Obligation (MDRO) plus Applicable Shrinkage, Maximum Daily Delivery Obligation (MDDO), receipt and delivery pressure obligations and measurement responsibilities indicated below for each: Customer Maximum Daily Pressure Measurement Point Obligation Obligation Responsibilities 1. In Hunterdon County, 985 dth As requested Pipeline New Jersey, and by Customer, designated by Pipeline not to exceed as Measuring Station 750 psig. 70087 2. In Morris County, New 985 dth As requested Pipeline Jersey, and designated by Customer, by Pipeline as not to exceed Measuring Station 750 psig. 71078 Pipeline 3. AGT - Colonial Gas 0 N/A N/A Company for nomination purposes only 79821 Maximum Daily Pressure Measurement CNG Point Obligation Obligation Responsibilities 1. In Noble County, 0 dth 1/ At such pressure Pipeline Ohio, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70450 Maximum Allowable Operating Pressure. 2. In Monroe County, 0 dth 1/ At such pressure Pipeline Ohio, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70471 Maximum Allowable Operating Pressure. 3. In Monroe County, 0 dth 1/ At such pressure CNG Transmission Ohio, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70983 Maximum Allowable Operating Pressure. 4. In Monroe County, 0 dth 1/ At such pressure Pipeline Ohio, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70004 Maximum Allowable Operating Pressure. 5. In Marshall County, 0 dth 1/ At such pressure Pipeline West Virginia, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70372 Maximum Allowable Operating Pressure. 6. In Greene County, 515 dth 1/ At such pressure Pipeline Pennsylvania, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 75037 Maximum Allowable Operating Pressure. 7. In Somerset County, 515 dth 1/ At such pressure Pipeline Pennsylvania, and 515 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 70051 Maximum Allowable Operating Pressure. 8. In Westmoreland 515 dth 1/ At such pressure CNG Transmission County, 515 dth 2/ existing in Pennsylvania, and Pipeline's designated by facilities not Pipeline as to exceed the Measuring Station Maximum Allowable 75082 Operating Pressure. 9. In Clinton County, 470 dth 1/ At such pressure CNG Transmission Pennsylvania, and 470 dth 2/ existing in designated by Pipeline's Pipeline as facilities not Measuring Station to exceed the 75931 Maximum Allowable Operating Pressure. 1/ for receipt by Pipeline for Customer's account 2/ for delivery by Pipeline for Customer's account provided, however, that Pipeline's maximum daily receipt obligation shall not exceed 515 dth in the aggregate at CNG Points (6), (7) and (8) above; further provided, however, that Pipeline's maximum daily delivery obligation shall not exceed 515 dth in the aggregate at CNG Points (1) through (8) above; further provided, however, receipt of gas by Pipeline for Customer's account at Customer Point(s) shall be accomplished solely by the displacement of gas quantities otherwise deliverable to Customer by Pipeline pursuant to other contractual arrangements between Pipeline and Customer, and which quantities shall be billed by Pipeline and paid by Customer as if such deliveries in fact occurred pursuant to the relevant contractual arrangements; further provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligations at each of the Customer Points described above, including Pipeline's maximum daily delivery obligations under this and all other Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: Aggregate Maximum Customer Point Daily Delivery Obligation No. 1 21,318 dth No. 2 9,418 dth and provided further that Pipeline shall have no obligation to deliver natural gas designated as MDQ at any Customer Point other than that listed below: Customer Point Measuring Station 70087, Hunterdon County, New Jersey 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. 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 con sidered as duly delivered when mailed by registered, certi-fied, or regular mail to the post office address of the parties hereto, as the case may be, as follows: (a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY P.O. Box 3064 40 Market Street Lowell, MA 01853 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. 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: None 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 respec tive 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 Diane T. Tom Vice President ATTEST: Robert W. Reed, Secretary COLONIAL GAS COMPANY By John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuck [END OF EXHIBIT 10y TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] EX-10.Z 14 [EXHIBIT 10z TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] Contract #: 331700 SERVICE AGREEMENT FOR RATE SCHEDULE FTS-7 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 and of Pipeline's Rate Schedule FTS-7, 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 FTS-7, Pipeline agrees to deliver for Customer's account quantities of natural gas up to Customer's MDQ. Customer's MDQ is as follows: Maximum Daily Quantity (MDQ) 3,016 dth Pipeline shall receive for Customer's account, at the Customer Point(s), 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 the CNG Point(s), such daily quantities tendered up to such Customer's MDQ. Pipeline shall receive for Customer's account, at the CNG Point(s), 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 the Customer Point(s), 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, as specified in the executed service agreement. 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 on any day a quantity of gas in excess of the applicable MDQ, as specified in the executed service agreement. ARTICLE II TERM OF AGREEMENT This Service Agreement shall become effective on June 1, 1993, and shall continue in force and effect until April 15, 2000 and from year to year thereafter unless terminated by either party upon twenty-four months' prior written notice. 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. Notwithstanding the foregoing, service shall not be terminated unless and until Pipeline has received abandonment authority pursuant to Section 7 of the Natural Gas Act. Customer shall have the right to oppose Pipeline's application to the Federal Energy Regulatory Commission, or any successor agency, for such abandonment authority. For the 120 days following termination of this Service Agreement, Pipeline shall utilize its best efforts to provide Customer with such additional interruptible transportation service, to be provided pursuant to Rate Schedule IT-1 or successor of Rate Schedule IT-1, as is necessary for Customer to withdraw and receive delivery of all gas remaining in storage pursuant to CNG's Rate Schedule GSS. 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 FTS-7 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 FTS-7 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. Pipeline shall have the right from time to time, by the filing of a revised rate schedule, to increase or decrease the rates, to change the form of the applicable rate schedule and to take such other and further action with respect thereto without further consent by Customer and such changes in rates and other changes shall become the Rate Schedule and Terms and Conditions under which the gas shall be transported hereunder. Customer shall have the right to oppose any of the foregoing and to request reduction in rates to the extent that Customer is legally permitted to do so under the Natural Gas Act. ARTICLE IV CUSTOMER POINT(S) AND CNG POINT(S) Natural gas to be received by Pipeline for Customer's account for service hereunder shall be received on the outlet side of the measuring station at or near the following designated Customer Point(s) or CNG Point(s), and natural gas to be delivered by Pipeline for Customer's account hereunder shall be delivered at the outlet side of the measuring stations at or near the following designated CNG Point(s) or Customer Point(s), in accordance with the Maximum Daily Receipt Obligation (MDRO) plus Applicable Shrinkage, Maximum Daily Delivery Obligation (MDDO), receipt and delivery pressure obligations and measurement responsibilities indicated below for each: Maximum Measurement Daily Pressure Responsi- Customer Point Obligation Obligation bilities 1. In Hunterdon 3016 dth As requested by Pipeline County, NJ, and Customer not to designated by exceed 750 psig Pipeline as Measuring Station 70087 2. In Morris 3016 dth As requested by Pipeline County, NJ, and Customer not to designated by exceed 750 psig Pipeline as Measuring Station 71078 3. AGT - Colonial 0 N/A N/A Gas Company for nomination purposes only 79821 Maximum Measurement Daily Pressure Responsi- CNG Point Obligation Obligation bilities 1. In Westmoreland 3016 dth At such pressure Pipeline County, PA, and necessary to enter designated by Pipeline's Pipeline as facilities not to Measuring exceed the Maximum Station 75082 Allowable Operating Pressure 2. In Clinton 0 dth At such pressure CNG Transmission County, PA, and necessary to enter designated by Pipeline's Pipeline as facilities not to Measuring exceed the Maximum Station 75931 Allowable Operating Pressure provided, however, receipt of gas by Pipeline for Customer's account at Customer Point(s) shall be accomplished solely by the displacement of gas quantities otherwise deliverable to Customer by Pipeline pursuant to other contractual arrangements between Pipeline and Customer, and which quantities shall be billed by Pipeline and paid by Customer as if such deliveries in fact occurred pursuant to the relevant contractual arrangements; further provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligations at each of the Customer Points described above, including Pipeline's maximum daily delivery obligations under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: Customer Aggregate Maximum Point Daily Delivery Obligation No. 1 21,318 dth No. 2 9,418 dth and provided further that Pipeline shall have no obligation to deliver natural gas designated as MDQ at any Customer Point other than that listed below: Customer Point Measuring Station 70087, Hunterdon County, New Jersey 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. 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY P. O. BOX 3064 40 Market Street Lowell, MA 01853 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. 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: None 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 respec tive 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 Diane T. Tom Vice President ATTEST: Robert W. Reed, Secretary COLONIAL GAS COMPANY By John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuck [END OF EXHIBIT 10z TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] EX-10.AA 15 [EXHIBIT 10aa TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 800289 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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: Maximum Daily Quantity (MDQ) 1,951 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2009 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY P O BOX 3064 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 75931 LEIDY STORAGE 1,951 dth CNG CNG CNG FIELD, POTTER CO., PA (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. Transportation Transportation Path Path Quantity (Dth/D) M3 to M3 1,951 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 1,951 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY CUSTOMER, TRAN TRAN NJ, NOT TO EXCEED HUNTERDON CO., NJ 750 PSIG 71078 ALGONQUIN- 1,951 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NJ BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT B, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 21,318 No. 2 9,418 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ [END OF EXHIBIT 10aa TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.BB 16 [EXHIBIT 10bb TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 400142 SERVICE AGREEMENT FOR RATE SCHEDULE SS-1 This agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer," whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 and of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm service for Customer under Rate Schedule SS-1 and to receive and store for Customer's account quantities of natural gas up to the following quantity: Maximum Daily Injection Quantity (MDIQ) 677 dth Maximum Storage Quantity (MSQ) 131,686 dth Pipeline agrees to withdraw from storage for Customer, at Customer's request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity (MDWQ) of 1,115 dekatherms, or such lesser quantity as determined pursuant to Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable Shrinkage, and to deliver for Customer's account such quantities. Pipeline's obligation to withdraw gas on any day is governed by the provisions of Rate Schedule SS-1, including but not limited to Section 6. ARTICLE II TERM OF AGREEMENT The term of this Service Agreement shall commence on June 1, 1993 and shall continue in force and effect until 04/30/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. In the event there is gas in storage for Customer's account on April 30 of the year of termination of this Service Agreement, this Service Agreement shall continue in force and effect for the sole purpose of withdrawal and delivery of said gas to Customer for an additional one-hundred and twenty (120) days. ARTICLE III RATE SCHEDULE This Service Agreement in all respects shall be and remain subject to the applicable provisions of Rate Schedule SS-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 SS-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. 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 SS-1, (b) Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule SS-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 MDIQ, MSQ and MDWQ specified in Article I, to change the term of the service 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The natural gas received by Pipeline for Customer's account for storage injection pursuant to this Service Agreement shall be those quantities scheduled for delivery pursuant to Service Agreements between Pipeline and Customer under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "SS-1 Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and 40% in Market Zone 3. In addition, at Customer's request any positive or negative variance between scheduled deliveries and actual deliveries on any day at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be deemed for billing purposes delivered at the Point of Delivery and shall be injected into or withdrawn from storage for Customer's account. In addition to accepting gas for storage injection at the SS-1 Storage Point, Pipeline will accept gas tendered at points of interconnection between Pipeline and third party facilities at Oakford and Leidy Storage Fields provided that such receipt does not result in Customer tendering aggregate quantities for storage in excess of the Customer MDIQ. The Point(s) of Delivery at which Pipeline shall deliver gas shall be specified in Exhibit A of the executed service agreement. Exhibit 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 and be subject to the provisions of Section 5 of the 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. 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 con sidered 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: Texas Eastern Transmission Corporation 5400 Westheimer Court Houston, Texas 77056-5310 (b) Customer: COLONIAL GAS COMPANY P O BOX 3064 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 1,115 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY CUSTOMER, TRAN TRAN NJ, NOT TO EXCEED HUNTERDON CO., NJ 750 PSIG 71078 ALGONQUIN- 1,115 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NJ BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT A, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 21,318 No. 2 9,418 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________________ [END OF EXHIBIT 10bb TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.CC 17 [EXHIBIT 10cc TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 400144 SERVICE AGREEMENT FOR RATE SCHEDULE SS-1 This agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer," whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 and of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm service for Customer under Rate Schedule SS-1 and to receive and store for Customer's account quantities of natural gas up to the following quantity: Maximum Daily Injection Quantity (MDIQ) 1,351 dth Maximum Storage Quantity (MSQ) 262,860 dth Pipeline agrees to withdraw from storage for Customer, at Customer's request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity (MDWQ) of 4,381 dekatherms, or such lesser quantity as determined pursuant to Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable Shrinkage, and to deliver for Customer's account such quantities. Pipeline's obligation to withdraw gas on any day is governed by the provisions of Rate Schedule SS-1, including but not limited to Section 6. ARTICLE II TERM OF AGREEMENT The term of this Service Agreement shall commence on June 1, 1993 and shall continue in force and effect until 04/30/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. In the event there is gas in storage for Customer's account on April 30 of the year of termination of this Service Agreement, this Service Agreement shall continue in force and effect for the sole purpose of withdrawal and delivery of said gas to Customer for an additional one-hundred and twenty (120) days. ARTICLE III RATE SCHEDULE This Service Agreement in all respects shall be and remain subject to the applicable provisions of Rate Schedule SS-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 SS-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. 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 SS-1, (b) Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule SS-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 MDIQ, MSQ and MDWQ specified in Article I, to change the term of the service 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The natural gas received by Pipeline for Customer's account for storage injection pursuant to this Service Agreement shall be those quantities scheduled for delivery pursuant to Service Agreements between Pipeline and Customer under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "SS-1 Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and 40% in Market Zone 3. In addition, at Customer's request any positive or negative variance between scheduled deliveries and actual deliveries on any day at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be deemed for billing purposes delivered at the Point of Delivery and shall be injected into or withdrawn from storage for Customer's account. In addition to accepting gas for storage injection at the SS-1 Storage Point, Pipeline will accept gas tendered at points of interconnection between Pipeline and third party facilities at Oakford and Leidy Storage Fields provided that such receipt does not result in Customer tendering aggregate quantities for storage in excess of the Customer MDIQ. The Point(s) of Delivery at which Pipeline shall deliver gas shall be specified in Exhibit A of the executed service agreement. Exhibit 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 and be subject to the provisions of Section 5 of the 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. 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 con sidered 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: Texas Eastern Transmission Corporation 5400 Westheimer Court Houston, Texas 77056-5310 (b) Customer: COLONIAL GAS COMPANY P O BOX 3064 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 1,881 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY CUSTOMER, TRAN TRAN NJ, NOT TO EXCEED HUNTERDON CO., NJ 750 PSIG 71078 ALGONQUIN- 2,500 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NH BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT A, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 21,318 No. 2 9,418 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________________ [END OF EXHIBIT 10cc TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.DD 18 [EXHIBIT 10dd TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 400143 SERVICE AGREEMENT FOR RATE SCHEDULE SS-1 This agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer," whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Algonquin Gas Transmission Company ("Algonquin") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of Algonquin; and WHEREAS, Algonquin, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-28, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of Algonquin's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of Algonquin's service rights to Customer; 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 and of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm service for Customer under Rate Schedule SS-1 and to receive and store for Customer's account quantities of natural gas up to the following quantity: Maximum Daily Injection Quantity (MDIQ) 344 dth Maximum Storage Quantity (MSQ) 66,850 dth Pipeline agrees to withdraw from storage for Customer, at Customer's request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity (MDWQ) of 955 dekatherms, or such lesser quantity as determined pursuant to Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable Shrinkage, and to deliver for Customer's account such quantities. Pipeline's obligation to withdraw gas on any day is governed by the provisions of Rate Schedule SS-1, including but not limited to Section 6. ARTICLE II TERM OF AGREEMENT The term of this Service Agreement shall commence on June 1, 1993 and shall continue in force and effect until 04/30/2013 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. In the event there is gas in storage for Customer's account on April 30 of the year of termination of this Service Agreement, this Service Agreement shall continue in force and effect for the sole purpose of withdrawal and delivery of said gas to Customer for an additional one-hundred and twenty (120) days. ARTICLE III RATE SCHEDULE This Service Agreement in all respects shall be and remain subject to the applicable provisions of Rate Schedule SS-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 SS-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. 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 SS-1, (b) Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule SS-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 MDIQ, MSQ and MDWQ specified in Article I, to change the term of the service 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The natural gas received by Pipeline for Customer's account for storage injection pursuant to this Service Agreement shall be those quantities scheduled for delivery pursuant to Service Agreements between Pipeline and Customer under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "SS-1 Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and 40% in Market Zone 3. In addition, at Customer's request any positive or negative variance between scheduled deliveries and actual deliveries on any day at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be deemed for billing purposes delivered at the Point of Delivery and shall be injected into or withdrawn from storage for Customer's account. In addition to accepting gas for storage injection at the SS-1 Storage Point, Pipeline will accept gas tendered at points of interconnection between Pipeline and third party facilities at Oakford and Leidy Storage Fields provided that such receipt does not result in Customer tendering aggregate quantities for storage in excess of the Customer MDIQ. The Point(s) of Delivery at which Pipeline shall deliver gas shall be specified in Exhibit A of the executed service agreement. Exhibit 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 and be subject to the provisions of Section 5 of the 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. 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 con sidered 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: Texas Eastern Transmission Corporation 5400 Westheimer Court Houston, Texas 77056-5310 (b) Customer: COLONIAL GAS COMPANY P O BOX 3064 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 71078 ALGONQUIN- 955 AS REQUESTED TX EAST TX EAST ALGONQUIN HANOVER, NJ BY CUSTOMER TRAN TRAN MORRIS CO., NJ NOT TO EXCEED 750 PSIG 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES provided, however, that until changed by a subsequent Agreement between Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation under this and all other firm Service Agreements existing between Pipeline and Customer, shall in no event exceed the following: EXHIBIT A, POINT(S) OF DELIVERY (Continued) COLONIAL GAS COMPANY AGGREGATE MAXIMUM DAILY POINT OF DELIVERY DELIVERY OBLIGATION (DTH) No. 1 9,418 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________________ [END OF EXHIBIT 10dd TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.EE 19 [EXHIBIT 10ee TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] Contract # .6428 SERVICE AGREEMENT THIS AGREEMENT entered into this first day of June, 1993, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and COLONIAL GAS COMPANY, hereinafter referred to as "Buyer," second party, WITNESSETH WHEREAS, pursuant to the requirements of Order Nos. 636, 636-A and 636-B, issued by the Federal Energy Regulatory Commission, Algonquin Gas Transmission Company ("Algonquin") has assigned to several of its customers upstream capacity previously provided under Seller's Rate Schedule X-284; and WHEREAS, upon the effective date of the Agreement, the contractual arrangement between Algonquin and Seller is terminated and abandonment of service under Rate Schedule X-284 is automatically authorized; and WHEREAS, Buyer has been assigned a portion of Algonquin's capacity previously provided under Rate Schedule X-284, and agrees to such assignment and assumes, in part, Algonquin's obligations pursuant to the Service Agreement and Seller's FT Rate Schedule of Vol. 1 of its FERC Gas Tariff; and WHEREAS, Seller will provide Incremental Leidy Line Annual Firm Transportation service hereunder to Buyer pursuant to the Seller's blanket certificate authorization and Rate Schedule FT for that portion of assigned capacity designated hereinbelow. NOW, THEREFORE, Seller and Buyer agree as follows: ARTICLE I GAS TRANSPORTATION SERVICE 1. Subject to the terms and provisions of this agreement and of Seller's Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas for transportation and Seller agrees to receive, transport and redeliver natural gas to Buyer or for the account of Buyer, on a firm basis, up to the dekatherm equivalent of a Transportation Contract Quantity ("TCQ") of 557 Mcf per day. 2. Transportation service rendered hereunder shall not be subject to curtailment or interruption except as provided in Section 11 of the General Terms and Conditions of Seller's FERC Gas Tariff. ARTICLE II POINT(S) OF RECEIPT Buyer shall deliver or cause to be delivered gas at the point(s) of receipt hereunder at a pressure sufficient to allow the gas to enter Seller's pipeline system at the varying pressures that may exist in such system from time to time; provided, however, the pressure of the gas delivered or caused to be delivered by Buyer shall not exceed the maximum operating pressure(s) of Seller's pipeline system at such point (s) of receipt. In the event the maximum operating pressure(s) of Seller's pipeline system, at the point(s) of receipt hereunder, is from time to time increased or decreased, then the maximum allowable pressure(s) of the gas delivered or caused to be delivered by Buyer to Seller at the point(s) of receipt shall be correspondingly increased or decreased upon written notification of Seller to Buyer. The point(s) of receipt for natural gas received for transportation pursuant to this agreement shall be: Point of Receipt Interconnection between the facilities of National Fuel and Seller at Wharton in Potter County, Pennsylvania. ARTICLE III POINT(S) OF DELIVERY Seller shall redeliver to Buyer or for the account of Buyer the gas transported hereunder at the following point(s) of delivery at a pressure(s) of: Point of Delivery Pressure Existing Centerville point Prevailing pressure of interconnect between in Seller's pipeline Algonquin Gas Transmission system not to exceed Company and Seller located 750 psig in Somerset County, New Jersey ARTICLE IV TERM OF AGREEMENT This agreement shall be effective as of June 1, 1993 and shall remain in force and effect until 8:00 a.m. Eastern Standard Time June 1, 2008 and thereafter until terminated by Seller or Buyer upon at least one year prior written notice; provided, however, this agreement shall terminate immediately and, subject to the receipt of necessary authorizations, if any, Seller may discontinue service hereunder if (a) Buyer, in Seller's reasonable judgment fails to demonstrate credit worthiness, and (b) Buyer fails to provide adequate security in accordance with Section 8.3 of Seller's Rate Schedule FT. As set forth in Section 8 of Article II of Seller's August 7, 1989 revised Stipulation and Agreement in Docket Nos. RP88-68 et.al., (a) pregranted abandonment under Section 284.221(d) of the Commission's Regulations shall not apply to any long term conversions from firm sales service to transportation service under Seller's Rate Schedule FT and (b) Seller shall not exercise its right to terminate this service agreement as it applies to transportation service resulting from conversions from firm sales service so long as Buyer is willing to pay rates no less favorable than Seller is otherwise able to collect from third parties for such service. ARTICLE V RATE SCHEDULE AND PRICE 1. Buyer shall pay Seller for natural gas delivered to Buyer hereunder in accordance with Seller's Rate Schedule FT and the applicable provisions of the General Terms and Conditions of Seller's FERC Gas Tariff as filed with the Federal Energy Regulatory Commission, and as the same may be legally amended or superseded from time to time. Such Rate Schedule and General Terms and Conditions are by this reference made a part hereof. 2. Seller and Buyer agree that the quantity of gas that Buyer delivers or causes to be delivered to Seller shall include the quantity of gas retained by Seller for applicable compressor fuel, line loss make-up (and injection fuel under Seller's Rate Schedule GSS, if applicable) in providing the transportation service hereunder, which quantity may be changed from time to time and which will be specified in the currently effective Sheet No. 44 of Volume No. 1 of this Tariff which relates to service under this agreement and which is incorporated herein. 3. In addition to the applicable charges for firm transportation service pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller for any and all filing fees incurred as a result of Buyer's request for service under Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller by the Federal Energy Regulatory Commission or any successor governmental authority having jurisdiction. ARTICLE VI MISCELLANEOUS 1. This Agreement supersedes and cancels as of the effective date hereof the following contract(s): Algonquin/Transcontinental Gas Pipe Line Corporation former X-284 Agreement, dated November 1, 1985; specifically for that portion of capacity provided in Article I above. 2. No waiver by either party of any one or more defaults by the other in the performance of any provisions of this agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different character. 3. The interpretation and performance of this agreement shall be in accordance with the laws of the State of Texas, without recourse to the law governing conflict of laws, and to all present and future valid laws with respect to the subject matter, including present and future orders, rules and regulations of duly constituted authorities. 4. This agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Notices to either party shall be in writing and shall be considered as duly delivered when mailed to the other party at the following address: (a) If to Seller: Transcontinental Gas Pipe Line Corporation P.O. Box 1396 Houston, Texas 77251 Attention: Customer Service, Northern Market Area (b) If to Buyer: Colonial Gas Company P.O. Box 3064 40 Market Street Lowell, MA 01853 Attention: Mr. John P. Harrington Such addresses may be changed from time to time by mailing appropriate notice thereof to the other party by certified or registered mail. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by their respective officers or representatives thereunto duly authorized. TRANSCONTINENTAL GAS PIPE LINE CORPORATION (Seller) By Thomas E. Skains Senior Vice President Transportation and Customer Services COLONIAL GAS COMPANY By John P. Harrington Vice President, Gas Supply May 27, 1993 [END OF EXHIBIT 10ee TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] EX-10.FF 20 [EXHIBIT 10ff TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 330869 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Customer made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; 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: Maximum Daily Quantity (MDQ) 2,222 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY 40 MARKET STREET LOWELL, MA 01853 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. 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: Service Agreement(s) dated, 12/19/1991 between Pipeline and Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's Contract No. 200211). 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 79923 COMPRESSOR 2,222 dth TETCO TETCO CNG STATION 23 TRANS FRANKLIN CO., PA (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. Transportation Transportation Path Path Quantity (Dth/D) M3 to M3 2,222 dth SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 2,222 AS REQUESTED TX EAST TX EAST ALGONQUIN LAMBERTVILLE BY ALGONQUIN TRAN TRAN NJ, PROVIDED HOW- HUNTERDON CO., NJ EVER, THE MAXIMUM DELIVERY PRESSURE SHALL NOT EXCEED 750 POUNDS PER SQUARE INCH GAUGE 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ [END OF EXHIBIT 10ff TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.GG 21 [EXHIBIT 10gg TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] FIRM GAS TRANSPORTATION SERVICE AGREEMENT Rate Schedule FTS PURSUANT TO SECTION 284, SUBPART "G" or "B" Option SCO Yes [ ] between KOCH GATEWAY PIPELINE COMPANY, as KGPC, and No [X] COLONIAL GAS COMPANY, as CUSTOMER Reference No.: 9580 Contract No.: 16247 Contract Date: December 1, 1993 CUSTOMER CUSTOMER Billing: Primary Term: 3 yrs. Correspondence: COLONIAL GAS COMPANY COLONIAL GAS COMPANY Beginning 7:00 A.M. on 40 Market Street 40 Market Street December 1, 1993 Lowell, MA 01852 Lowell, MA 01852 Thru 7:00 A.M. on October 31, 1996 Attn: John P. Attn: John P. Harrington Harrington Telephone No. Telephone No. Contract (508)458-3177 x3440 (508)458-3177 x3440 Maximum Daily Quantity (MDQ) Fax No. Fax No. 3,310 MMBtu (508) 459-2314 (508) 459-2314 Contract Rate Type: IV KGPC's Customer Telephone No. (800)890-0205 Fax No. (713)229-4624 Service Dept: CUSTOMER's Dispatcher: Telephone No. (508)458-3177 Fax No. (508)459-2314 Joseph P. Murphy x3439 Primary Receipt Point(s): Station Location Primary Point MDQ Number Description (MMBtu) -------- SEE EXHIBIT A -------- (Additional Primary Receipt Points may be continued on Exhibit A which is hereby incorporated by reference) Primary Delivery Point(s): Station Location Primary Point MDQ Number Description (MMBtu) -------- SEE EXHIBIT B -------- (Additional Primary Delivery Points may be continued on Exhibit B which is hereby incorporated by reference) (ALL POINTS ARE AVAILABLE AS SUPPLEMENTAL RECEIPT AND DELIVERY POINTS UP TO THE CONTRACT MDQ) Special Service hereunder is provided pursuant to Section 284 Provisions: either Subpart G or B. Please indicate below as appropriate: Subpart G [X] Service hereunder is subject to Section 284.223, Title 18, of the Code of Federal Regulations and may not exceed one hundred twenty (120) days unless the transportation arrangement herein provided has been authorized under the prior notice procedures of Section 157.205 of the Code of Federal Regulations, or Subpart B [ ] Service hereunder is subject to Section 284.101, Title 18, of the Code of Federal Regulations, and CUSTOMER must execute Exhibit C and the affidavits attached thereto, all of which are hereby incorporated by reference and made a part of this Agreement. THE STANDARD TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE ARE INCORPORATED HEREIN BY REFERENCE. IF YOU ARE IN AGREEMENT WITH THE FOREGOING, PLEASE INDICATE IN THE SPACE PROVIDED BELOW. KGPC Signature: Name: R. A. Gafvert Title: President Date: CUSTOMER Signature: Name: John P. Harrington Title: Vice President- Date: Gas Supply STANDARD TERMS & CONDITIONS 1. CONDITIONS OF SERVICE: Services provided hereunder are subject to and governed by the applicable rate schedule and the General Terms and Conditions of KGPC's current tariff, as may be revised from time to time, or any effective superseding tariff (Tariff) on file with the Federal Energy Regulatory Commission (FERC). The Tariff is incorporated by reference. In the event of any conflict between this Agreement and the Tariff, the Tariff shall govern as to the conflict. KGPC shall have the right to interrupt service under this Agreement to the extent permitted by the Tariff. 2. TRANSPORTATION QUANTITY: CUSTOMER may deliver or cause to be delivered to KGPC at the firm Primary Receipt Point(s) and Supplemental receipt point(s) and KGPC agrees to accept, at such point(s) for transporta- tion, daily quantities of natural gas up to the Contract MDQ. KGPC shall redeliver Equivalent Quantities, as defined in the Tariff, to CUSTOMER at firm Primary Delivery Points provided herein, and at Supplemental delivery points as may be determined from time to time. Should CUSTOMER desire a change in the Contract MDQ, CUSTOMER shall notify KGPC in writing of the amount of the increase or decrease and of the date CUSTOMER desires the change to become effective. If KGPC advises it is not agreeable to the changed quantities of gas requested in CUSTOMER's notice, the Contract MDQ shall remain unchanged. KGPC shall review CUSTOMER's request within thirty (30) days subject to the Tariff. Nothing herein shall require KGPC to install equipment or facilities. 3. QUALITY AND PRESSURE: The gas received and delivered hereunder shall be merchantable and of a quality sufficient to meet the Tariff standards. Gas delivered to KGPC shall be at a delivery pressure adequate to enter KGPC's facilities and such pressure shall not exceed the Maximum Allowable Operating Pressure. 4. TERM: This Agreement shall become effective as of 7:00 A.M. on the beginning Primary Term Date and continue as stated on the face hereof and month to month thereafter. 5. TERMINATION: Subject to Section 30 of the General Terms and Conditions of the Tariff, either party may cancel this Agreement effective as of the end of the Primary Term or any succeeding one (1) month period by giving written notice to the other at least thirty (30) days prior to the date on which cancellation is requested. Termination of this Agreement shall not relieve KGPC and CUSTOMER of the obligation to correct any volume imbalances, or CUSTOMER to pay money due to KGPC or KGPC to pay money due to CUSTOMER. 6. TRANSPORTATION CHARGES: CUSTOMER shall be obligated to pay KGPC monthly for the service provided under this Agreement. CUSTOMER shall pay KGPC for any transportation of liquid hydrocarbons and liquefiables. CUSTOMER shall also pay KGPC a Fuel and Company Used Gas allowance in-kind pursuant to the Tariff. Unless otherwise agreed to by KGPC and CUSTOMER, charges hereunder will be the maximum rates specified in the FTS Rate Schedule and/or the FTS Rate Sheet of the Tariff. KGPC may from time to time elect in writing to collect a rate lower than that specified in the FTS Rate Schedule of the Tariff. KGPC shall have no obligation to make refunds to CUSTOMER unless the maximum rate ultimately established by the FERC for the service covered hereby is less than the rate paid by CUSTOMER. 7. PAYMENTS: Payment shall be made in compliance with the Tariff. Payments by check shall be made to the remittance address indicated on KGPC's invoice. Payment by wire transfer shall be to a bank account designated by KGPC. 8. WAIVER: No waiver by either party of any one or more defaults by the other in the performance of any provisions of this Agreement shall operate or be construed as a waiver of any future default(s), whether of a like or different character. 9. APPLICABLE LAW: THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, THE PARTIES AGREE THAT TEXAS' CHOICE OF LAW RULES MAY NOT BE USED TO DIRECT OR DETERMINE THAT SOME OTHER STATES' LAW SHALL GOVERN A DISPUTE ARISING UNDER THIS AGREEMENT. 10. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of the respective heirs, representatives, successors and assigns of the parties hereto. Except as provided in the General Terms and Conditions of the Tariff, neither party may assign, pledge or otherwise transfer or convey its rights, obligations or interests hereunder for any purpose without the prior written consent of the other party, which consent shall not unreasonably be withheld. Any assignment, pledge, transfer or conveyance in breach of this provision is voidable by the non-breaching party. 11. FILINGS: Each party shall make and diligently prosecute, all necessary filings with governmental bodies as may be required for the initiation and continuation of the transportation service subject to this Agreement, as well as inform and, upon request, provide copies to the other party of all filing activities. CUSTOMER shall reimburse KGPC for all incurred filing fees. KGPC shall have the unilateral right to file with the appropriate regulatory authority and make changes effective in (i) the filed rates and charges applicable under this Rate Schedule, including both the level and design of such rates and charges; and/or (ii) this Rate Schedule and the General Terms and Conditions. Customer shall have the right to protest or contest the aforementioned filings. 12. NOTICES: Routine communications shall be considered delivered when received by ordinary mail. Communications concerning scheduling, curtailments, and changes in nominations shall be made via U-NITE or by fax in the event of failure of KGPC's or the Customer's electronic communication system. CUSTOMER's Dispatcher on the face hereof shall be the recipient on a twenty-four (24) hour basis of all notices regarding scheduling, curtailments, and changes in nominations. Either party shall immediately notify the other of any changes of the designated individuals or addresses herein. All Administration Notices and Accounting Matters: Koch Gateway Pipeline Company P. O. Box 1478 Houston, Texas 77251-1478 Attention: Customer Service Master Contract No.: 16247 EXHIBIT A TO FIRM GAS TRANSPORTATION SERVICE AGREEMENT BETWEEN KOCH GATEWAY PIPELINE COMPANY AND COLONIAL GAS COMPANY DATED DECEMBER 01, 1993 RECEIPT POINT(S) Point(s) of Receipt: Gas shall be tendered by Customer for transportation hereunder at the following receipt point(s): Gathering Charges and SLN Location Description Maximum Daily Quantity (A) (B) 10144 The existing interconnection between $.0000 3,310 Transporter and Natural Gas Pipeline Co. of America near Goodrich, Augustin Viesca, A-77, Polk County, Texas. SLN 10144/671 Service Agreement MDQ ------- Aggregate Firm Receipt Point MDQ 3,310 ======= Maximum Operating Pressure Maximum Allowable Operating Pressure (MAOP) is the maximum pressure (psig) at which a pipeline or segment of a pipeline may be operated according to federal safety standards defined in Part 192, Title 49, Code of Federal Regulations or such safety standards, as may be applicable. Delivery Pressure Natural gas to be delivered by Customer to Pipeline at any receipt point(s) shall be at a delivery pressure sufficient to enter Pipeline's facilities, at a pressure available in Pipeline's facilities in from time to time; but Customer shall not deliver gas at a pressure in excess of the Maximum Allowable Operating Pressure (MAOP). Column Headings (A) Gathering Charge per MMBtu (B) Maximum Daily Quantity in MMBtu END OF EXHIBIT A 26158:0131t Master Contract No.: 16247 EXHIBIT B TO FIRM GAS TRANSPORTATION SERVICE AGREEMENT BETWEEN KOCH GATEWAY PIPELINE COMPANY AND COLONIAL GAS COMPANY DATED DECEMBER 01, 1993 RECEIPT POINT(S) Point(s) of Receipt: Gas shall be tendered by Shipper for transportation hereunder at the following point(s): Pipeline Charges and SLN Location Description Maximum Daily Quantity (A) (B) (C) (D) 2471 The existing interconnection $6.9200 $.0053 $.0025 3,310 between Transporter and Texas Eastern Transmission Corporation near Kosciusko, (UGPL to TET), Section 14, T-13-N, R-7-E, Attala County, Mississippi. SLN 2471 Service Agreement MDQ ------- Aggregate Firm Receipt Point MDQ 3,310 ======= Shipper shall initially pay the amounts listed above, however, such amounts are subject to change pursuant to Article VI of this Service Agreement without the need for this Exhibit B to be amended. Delivery Pressure Natural gas to be taken by Shipper from Transporter Delivery Point(s) shall be at a pressure sufficient to satisfy the pressure requirement of Texan Eastern at the Delivery Point(s), but not to exceed Koch Gateway Pipeline Company's Maximum Allowable Operating Pressure (MAOP). Column Headings (A) Reservaition Charge per MMBtu (B) Commodity Rate per MMBtu (C) Annual Charage Adjustment (ACA) (D) Maximum Daily Quantity in MMBtu END OF EXHIBIT B 26159:0132t [END OF EXHIBIT 10gg TO COLONIAL GAS COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93] EX-10.HH 22 [EXHIBIT 10hh TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 330916 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Customer made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; 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: Maximum Daily Quantity (MDQ) 52 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY 40 MARKET STREET LOWELL, MA 01853 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. 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: Service Agreement(s) dated, 01/13/1993 between Pipeline and Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's Contract No. 200417). 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 72822 CNG, N. Summit 52 dth TETCO TETCO CNG Storage Fayette Co., PA (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. Transportation Transportation Path Path Quantity (Dth/D) M2 to M3 52 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 52 AT ANY TX EAST TX EAST ALGONQUIN LAMBERTVILLE PRESSURE TRAN TRAN NJ, REQUESTED BY HUNTERDON CO., NJ CUSTOMER, PROVIDED, HOWEVER, THE MAXIMUM DELIVERY PRESSURE SHALL NOT EXCEED 750 POUNDS PER SQUARE INCH GAUGE 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION COPRORATION ("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED JUNE 1, 1993: ZONE BOUNDARY ENTRY QUANTITY Dth/D FROM M2 TO M3: 52 EXHIBIT C (Continued) COLONIAL GAS COMPANY ZONE BOUNDARY EXIT QUANTITY Dth/D FROM M2 TO M3: 52 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT C DATED:_____________ [END OF EXHIBIT 10hh TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.II 23 [EXHIBIT 10ii TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 330211 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of June, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, Customer made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; 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: Maximum Daily Quantity (MDQ) 52 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 June 1, 1993 and shall continue in force and effect until 10/31/2012 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: TEXAS EASTERN TRANSMISSION CORPORATION 5400 Westheimer Court Houston, TX 77056-5310 (b) Customer: COLONIAL GAS COMPANY 40 MARKET STREET LOWELL, MA 01853 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. 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: Service Agreement(s) dated, 12/19/1991 between Pipeline and Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's Contract No. 200211). 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) Responsibilities Owner Operator 72822 CNG, N. Summit 52 dth TETCO TETCO CNG Storage Fayette Co., PA (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. Transportation Transportation Path Path Quantity (Dth/D) M2 to M3 52 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED JUNE 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70087 ALGONQUIN- 52 AT ANY TX EAST TX EAST ALGONQUIN LAMBERTVILLE PRESSURE TRAN TRAN NJ, REQUESTED BY HUNTERDON CO., NJ CUSTOMER, PROVIDED, HOWEVER, THE MAXIMUM DELIVERY PRESSURE SHALL NOT EXCEED 750 POUNDS PER SQUARE INCH GAUGE 79821 AGT-COLONIAL 0 N/A N/A N/A N/A GAS-FOR NOMINATION PURPOSES SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED JUNE 1, 1993: ZONE BOUNDARY ENTRY QUANTITY Dth/D FROM M2 TO M3: 52 EXHIBIT C (Continued) COLONIAL GAS COMPANY ZONE BOUNDARY EXIT QUANTITY Dth/D FROM M2 TO M3: 52 SIGNED FOR IDENTIFICATION: CUSTOMER: John P. Harrington SUPERCEDES EXHIBIT C DATED:_________________ [END OF EXHIBIT 10ii TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.JJ 24 [EXHIBIT 10jj TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 933003 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE PSS-T) This Agreement ("Agreement") is made and entered into this 1st day of August, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company a Massachusetts Corporation (herein called "Customer" whether one or more persons). WHEREAS, Algonquin and Customer entered into a Service Agreement dated April 2, 1990 for service under Rate Schedule PSS-T; and WHEREAS, Algonquin applied for authority to institute new service agreements under Rate Schedule PSS-T as part of its compliance filing under FERC Order No. 636 in Docket No. RS92-28-000; and WHEREAS, the Federal Energy Regulatory Commission approved Algonquin's compliance filing in Docket No. RS92-28-000 by orders dated February 11, 1993 and May 13, 1993; and WHEREAS, Algonquin and Customer agree to execute a superseding service agreement under Rate Schedule PSS-T to conform with the terms approved in the Commission's orders in Docket No. RS92-28-000; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule PSS-T, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 2,222 MMBtu Maximum Annual Transportation Quantity 811,030 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending March 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Section 8 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule PSS-T as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule PSS-T, (b) Algonquin's Rate Schedule PSS-T, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule PSS-T. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Point of Receipt. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Point of Delivery. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P.O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule PSS-T dated April 2, 1990. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: August 1, 1993 To the Service Agreement under Rate Schedule PSS-T between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Receipt Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 2,222 At any Pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit A Dated ____________________________ SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE PSS-T) Exhibit B Point(s) of Delivery Dated: August 1, 1993 To the Service Agreement under Rate Schedule PSS-T between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Delivery Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) Bourne, MA 766 200 Sagamore, MA 1,456 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit B Dated ____________________________ [END OF EXHIBIT 10jj TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.KK 25 [EXHIBIT 10kk TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 9227 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-2) This Agreement ("Agreement"), made and entered into this 1st day August, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin") and Colonial Gas Company, a Massachusetts Corporation (herein called "Customer" whether one or more persons). WHEREAS, Algonquin and Customer entered into a Service Agreement dated July 24, 1992 for service under Rate Schedule AFT-2; and WHEREAS, Algonquin applied for authority to institute new service agreements under Rate Schedule AFT-2 as part of its compliance filing under FERC Order No. 636 in Docket No. RS92-28-000; and WHEREAS, the Federal Energy Regulatory Commission approved Algonquin's compliance filing in Docket No. RS92-28- 000 by orders dated February 11, 1993 and May 13, 1993; and WHEREAS, Algonquin and Customer agree to execute a superseding service agreement under Rate Schedule AFT-2 to conform with the terms approved in the Commission's orders in Docket No. RS92-28-000; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-2, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer any day at the Point(s) of Receipt; provided, however, Customer shall not tender, without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further, that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 3,948 MMBtu Maximum Annual Transportation Quantity 1,441,020 MMBtu The above quantities are based on a Fuel Reimbursement Percentage of 1.3%. Fuel Reimbursement will vary from time to time. A decrease or increase in the daily Fuel Reimbursement Quantity will result in an equal increase or decrease, respectively, in the Maximum Daily Transportation Quantity ("MDTQ") for all purposes other than the computation of the Reservation Charge under Section 3.2(a) of Rate Schedule AFT-2. Any such fuel- related increase or decrease in MDTQ shall be reflected proportionately in the Maximum Annual Transportation Quantity. 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending twenty (20) years from November 1, 1993 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Section 8 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-2 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-2, (b) Algonquin's Rate Schedule AFT-2, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-2. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b) or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Point of Receipt. ARTICLE V POINT(S) OF DELIVERY Natural Gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Point of Delivery. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to other, shall be in writing and shall be 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) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b)Customer: Colonial Gas Company 40 Market Street P.O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule AFT-2 dated July 24, 1992. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: August 1, 1993 To the Service Agreement under Rate Schedule AFT-2 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Receipt Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Mendon, MA 3,948 At any pressure requested by Algonquin not in excess of 750 Psig. Above quantities are based on a Fuel Reimbursement Percentage of 1.3%. Fuel reimbursement will vary from time to time. A decrease or increase in the Fuel Reimbursement Quantity will result in an equal increase or decrease, respectively, in the aggregate Maximum Daily Receipt Obligation. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit A Dated ____________________________ 9227 Exhibit B Point(s) of Delivery Dated: August 1, 1993 To the Service Agreement under Rate Schedule AFT-2 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Delivery Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) Psig) Sagamore, MA 3,948 200 Bourne, MA 3,948 200 Algonquin's Maximum Daily Delivery Obligation for the Sagamore and Bourne delivery points under this Agreement for service under Rate Schedule AFT-2 shall not exceed a combined daily total of 3,948 MMBtu. Above quantities are based on a Fuel Reimbursement Percentage of 1.3%. Fuel reimbursement will vary from time to time. A decrease or increase in the Fuel Reimbursement Quantity will result in an equal increase or decrease, respectively, in the aggregate Maximum Daily Delivery Obligation. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit B Dated ____________________________ [END OF EXHIBIT 10kk TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.LL 26 [EXHIBIT 10ll TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 92100 SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AFT-1) This Agreement ("Agreement") is made and entered into this 1st day of August, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company, a Massachusetts Corporation (herein called "Customer" whether one or more persons). WHEREAS, Algonquin and Customer entered into a Service Agreement dated December 19, 1991 for service under Rate Schedule AFT-1; and WHEREAS, Algonquin applied for authority to institute new service agreements under Rate Schedule AFT-1 as part of its compliance filing under FERC Order No. 636 in Docket No. RS92-28-000; and WHEREAS, the Federal Energy Regulatory Commission approved Algonquin's compliance filing in Docket No. RS92-28-000 by orders dated February 11, 1993 and May 13, 1993; and WHEREAS, Algonquin and Customer agree to execute a superseding service agreement under Rate Schedule AFT-1 to conform with the terms approved in the Commission's orders in Docket No. RS92-28-000; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or for the account of Customer for transportation on a firm basis quantities of natural gas tendered by Customer on any day at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, without the prior consent of Algonquin, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: Maximum Daily Transportation Quantity 104 MMBtu Maximum Annual Transportation Quantity 37,960 MMBtu 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantities; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending March 31, 2012 ("Primary Term") and shall remain in force from year to year thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. Algonquin's right to cancel this Agreement upon the expiration of the Primary Term hereof or any succeeding term shall be subject to Customer's rights pursuant to Sections 8 and 9 of the General Terms and Conditions. 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AFT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule AFT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV POINT(S) OF RECEIPT Natural gas to be received by Algonquin for the account of Customer hereunder shall be received at the outlet side of the measuring station(s) at or near the Primary Point(s) of Receipt set forth in Exhibit A of the service agreement, with the Maximum Daily Receipt Obligation and the receipt pressure obligation indicated for each such Primary Point of Receipt. Natural gas to be received by Algonquin for the account of Customer hereunder may also be received at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.2 of Rate Schedule AFT-1. ARTICLE V POINT(S) OF DELIVERY Natural gas to be delivered by Algonquin for the account of Customer hereunder shall be delivered on the outlet side of the measuring station(s) at or near the Primary Point(s) of Delivery set forth in Exhibit B of the service agreement, with the Maximum Daily Delivery Obligation and the delivery pressure obligation indicated for each such Primary Point of Delivery. Natural gas to be delivered by Algonquin for the account of Customer hereunder may also be delivered at the outlet side of any other measuring station on the Algonquin system, subject to reduction pursuant to Section 6.4 of Rate Schedule AFT-1. ARTICLE VI ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street P.O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE VII INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VIII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule AFT-1 dated December 19, 1991. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply Exhibit A Point(s) of Receipt Dated: August 1, 1993 To the Service Agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Receipt Primary Maximum Daily Maximum Point of Receipt Obligation Receipt Pressure Receipt (MMBtu) (Psig) Lambertville, NJ 104 At any Pressure requested by Algonquin not in excess of 750 Psig. Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit A Dated ____________________________ Exhibit B Point(s) of Delivery Dated: August 1, 1993 To the Service Agreement under Rate Schedule AFT-1 between Algonquin Gas Transmission Company (Algonquin) and Colonial Gas Company (Customer) Concerning Point(s) of Delivery Primary Maximum Daily Minimum Point of Delivery Obligation Delivery Pressure Delivery (MMBtu) (Psig) Bourne, MA 36 200 Sagamore, MA 68 200 Signed for Identification Algonquin: /s/ John J. Mullaney Customer: /s/ John P. Harrington Supersedes Exhibit B Dated ____________________________ [END OF EXHIBIT 10ll TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.MM 27 [EXHIBIT 10mm TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] CONTRACT NO.: 524 TENNESSEE GAS PIPELINE COMPANY FERC GAS TARIFF FIFTH REVISED VOLUME NO. 1 Original Sheet No. 526 GAS STORAGE CONTRACT (For Use under Rate Schedule FS) This Contract is made as of the 1st day of September 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called "Transporter," and Colonial Gas Company a Massachusetts corporation, herein called "Shipper." Transporter and Shipper collectively shall be referred to herein as the "Parties." ARTICLE I - SCOPE OF CONTRACT Following the commencement of service hereunder, in accordance with the terms of Transporter's Rate Schedule FS, and of this Agreement, Transporter shall receive for injection for Shipper's account a quantity of gas up to Shipper's Maximum Injection Quantity (on any day) and Maximum Storage Quantity of 1,053,898 Dth (on a cumulative basis) and on demand shall withdraw from Shipper's storage account and deliver to Shipper a daily quantity of gas up to Shipper's Maximum Daily Withdrawal Quantity of 7,504 Dth. ARTICLE II - SERVICE POINT The point or points at which the gas is to be tendered for delivery by Transporter to Shipper under this Contract shall be at the storage service point at Tranporter's Compressor Station 313. ARTICLE III - PRICE 1. Shipper agrees to pay Transporter for all natural gas storage service furnished to Shipper hereunder, including compensation for system fuel and losses, at Transporter's legally effective rate or at any effective superseding rate applicable to the type of service specified herein. Transporter's present legally effective rate for said service is contained in Transporter's Rate Schedule FS as filed with the Federal Energy Regulatory Commission. 2. Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid by Shipper, which Transporter incurs in rendering service hereunder. GAS STORAGE CONTRACT (continued) (For Use under Rate Schedule FS) 3. Shipper agrees that Transporter 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 Transporter's Rate Schedule FS, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS This Agreement shall be subject to the terms of Transporter's Rate Schedule FS, as filed with the Federal Energy Regulatory Commission, together with the General Terms and Conditions applicable thereto (including any changes in said Rate Schedule or General Terms and Conditions as may from time to time be filed and made effective by Transporter). ARTICLE V - TERM OF CONTRACT This Agreement shall be effective as of September 1, 1993 and shall remain in force and effect until November 1, 2000 ("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Tennessee to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the primary term for a term of five years; and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. Transporter shall be required to seek specific abandonment authorization from the FERC prior to terminating the Agreement pursuant to the preceding or pursuant to any pregranted abandonment authorization that may be deemed to apply to this Agreement. GAS STORAGE CONTRACT (continued) (For Use under Rate Schedule FS) ARTICLE VI - NOTICES Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TENNESSEE: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: James M. Stephens BILLING: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: Marty DeBruin or to such other address as either Party shall designate by formal written notice to the other. ARTICLE VII - ASSIGNMENT Any company which shall succeed by purchase, merger or consolidation to the properties, substantially as an entirety, of Transporter or of Shipper, 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 contract. Otherwise no assignment of the contract or any of the rights or obligations thereunder shall be made by Shipper, except pursuant to the General Terms and Conditions of Transporter's FERC Gas Tariff. GAS STORAGE CONTRACT (continued) (For Use under Rate Schedule FS) It is agreed, however, that the restrictions on assignment contained in this Article shall not in any way prevent either Party to the Contract from pledging or mortgaging its rights therunder as security for its indebtness. ARTICLE VIII - LAW OF CONTRACT The interpretation and performance of this Contract shall be in accordance with and controlled by the laws of the State of Texas, without regard to doctrines governing choice of law. ARTICLE IX - PRIOR AGREEMENTS CANCELLED Transporter and Shipper agree that this Contract, as of the date hereof, shall supersede and cancel the following contract(s) between the parties hereto: Contract for Storage Service Dated 7/1/92. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their authorized agents. TENNESSEE GAS PIPELINE COMPANY By___________________________ Agent and Attorney-in-fact SHIPPER By: John P. Harrington Title: Vice President, Gas Supply EXHIBIT "A" TO GAS STORAGE AGREEMENT DATED SEPTEMBER 01, 1993 RATE SCHEDULE FS BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS COMPANY CONTRACT: 524 CONTRACT MSQ: 1,053,898 MAXIMUM DAILY METER AMENDMENT ZONE W/I QUANTITY - ----- --------- ---- --- -------- 070018 0 04 WITHDRAWAL 7,504 060018 0 04 INJECTION 7,026 [END OF EXHIBIT 10mm TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.NN 28 [EXHIBIT 10nn TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE PACKAGE NO. 2025 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 25,196 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of September, 1993, and shall remain in force and effect until the 1st day of November, 2000,("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: JAMES M. STEPHENS BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY:____________________________ Agent and Attorney-in-Fact COLONIAL GAS CO BY: John P. Harrington TITLE: Vice President, Gas Supply DATE: 8/27/93 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" TO GAS TRANSPORTATION AGREEMENT DATED September 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: September 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 2025 SERVICE PACKAGE TQ: 25,196 Dth [RECEIPT POINTS] Meter Number Meter Name Total Billable Quantity Quantity 010008 UNION-WARDNER COASTAL PLT D 2,284 2,284 010031 UNION-E TEXAS PLT DEHYD 1,323 1,323 011306 CHANNEL-AQUA DULCE EXCH 5,212 5,212 011366 CHEVRON-VERMILION BLK 245E DE 8,215 8,215 012272 UNION-SHIP SHOAL BLK 180 2,871 2,871 018034 NEWFIELD-VERMILION 155 3,920 3,920 050136 TENNECO-UTOS JOHNSON BAYOU 1,371 1,371 [DELIVERY POINTS] Meter Number Meter Name Total Billable Quantity Quantity 020139 COLONIAL-TEWKSBURY MASS 25,196 25,196 020532 COLONIAL-WILMINGTON MASS 12,312 12,312 020572 COLONIAL-DRACUT MASS 12,312 12,312 020578 PENN-NFG-ANDREWS SETTLEMENT 13,679 13,679 060018 TGP-NORTHERN STORAGE INJECT 7,026 7,026 NUMBER OF RECEIPT POINTS: 7 NUMBER OF DELIVERY POINTS: 5 [END OF EXHIBIT 10nn TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.OO 29 [EXHIBIT 10oo TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE PACKAGE NO. 435 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 17,300 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of September, 1993, and shall remain in force and effect until the 1st day of April, 2013, ("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET LOWELL, MA 01852 Attention: JAMES M. STEPHENS BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY:____________________________ Agent and Attorney-in-Fact COLONIAL GAS CO BY: John P. Harrington TITLE: Vice President, Gas Supply DATE: August 27, 1993 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED September 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: September 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 435 SERVICE PACKAGE TQ: 17,300 Dth [RECEIPT POINTS] Meter Number Meter Name Total Billable Quantity Quantity 010331 UNION-E TEXASPLT DEHYD 10,000 10,000 010609 CRYSTAL-SEPASS DE 2,765 2,765 012043 AGIP-SOUTHPASS BL 4,535 4,535 [DELIVERY POINT] Meter Number Meter Name Total Billable Quantity Quantity 020139 COLONIAL-TEWKSBURY MASS 17,300 17,300 NUMBER OF RECEIPT POINTS: 3 NUMBER OF DELIVERY POINTS: 1 [END OF EXHIBIT 10oo TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.PP 30 [EXHIBIT 10pp TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE PACKAGE NO. 2029 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 7,504 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of September, 1993, and shall remain in force and effect until the 1st day of November, 2000,("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET LOWELL, MA 01852 Attention: JAMES M. STEPHENS BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY:____________________________ Agent and Attorney-in-Fact COLONIAL GAS CO BY: John P. Harrington TITLE: Vice President, Gas Supply DATE: August 27, 1993 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED September 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: September 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 2029 SERVICE PACKAGE TQ: 7,504 Dth [RECEIPT AND DELIVERY POINTS FOR WITHDRAWAL] Meter Number Meter Name Total Billable Quantity Quantity 070018 CNG-ELLISBURG WITHDRAWAL 7,504 7,504 020139 COLONIAL-TEWKSBURY, MASS 7,504 7,504 020532 COLONIAL-WILMINGTON, MASS 7,504 7,504 020572 COLONIAL-DRACUT, MASS 7,504 7,504 [RECEIPT AND DELIVERY POINTS FOR INJECTION] Meter Number Meter Name Total Billable Quantity Quantity 020139 COLONIAL-TEWKSBURY, MASS 32,700 32,700 020532 COLONIAL-WILMINGTON, MASS 12,312 12,312 020572 COLONIAL-DRACUT, MASS 12,312 12,312 070018 CNG-ELLISBURG WITHDRAWAL 7,026 7,026 020578 PENN-NFG-ANDREWS SETTLEMENT 13,679 13,679 [END OF EXHIBIT 10pp TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.QQ 31 [EXHIBIT 10qq TO COLONIAL GAS COMPANY] FORM 10-K FOR YEAR ENDING 12/31/93] FST-LG3 SERVICE AGREEMENT (Applicable to Service Under Rate Schedule FST-LG) This Agreement, is made and entered into this 1st day of October, 1993, by and between Algonquin LNG, Inc., a Delaware corporation (hereinafter referred to as "ALNG") and Colonial Gas Company, a Massachusetts Corporation (hereinafter referred to as "Customer" whether one or more persons). In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows: ARTICLE I QUANTITY OF LNG TO BE STORED Subject to the terms, conditions and limitations hereof and of ALNG's Rate Schedule FST-LG, ALNG agrees to: - receive for Customer's account and inject into its storage facility liquefied natural gas ("LNG") in liquid form; - store such LNG up to a total quantity at any one time of 12,000 barrels, to constitute Customer's Contract Storage Capacity; and -withdraw such stored gas as requested by Customer and deliver it to Customer or for Customer's account. ARTICLE II TERM OF AGREEMENT 2.1 This agreement shall become effective as of October 1, 1993 shall continue in effect for a term ending May 31, 1994 ("Primary Term") and shall remain in force from year-to-year thereafter unless terminated by either party pursuant to Section 12 of the General Terms and Conditions. ARTICLE III RATE SCHEDULE AND ADJUSTMENTS 3.1 Customer shall pay for all services rendered hereunder and for the availability of such service under ALNG's Rate Schedule FST-LG, as filed with the Federal Energy Regulatory Commission, and as the same may be hereafter revised or changed. The rate to be charged Customer for storage hereunder shall not be more than the maximum rate under Rate Schedule FST-LG, nor less than the minimum rate under Rate Schedule FST-LG. 3.2 Customer agrees that ALNG 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 ALNG's Rate Schedule FST-LG, (b) ALNG's Rate Schedule FST-LG, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule FST-LG. ALNG agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of ALNG's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. ARTICLE IV ADDRESSES Except as herein otherwise provided, or as provided in the General Terms and Conditions of ALNG's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) ALNG: 1284 Soldiers Field Road, Boston, MA 02108 (b) Customer: 40 Market Street, Lowell, MA 01853 or such other address as either party shall designate by formal written notice. ARTICLE V RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of ALNG's applicable rate schedules and of ALNG's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. ARTICLE VI INTERPRETATION The interpretation and performance of this Agreement shall be in accordance with the laws of the state of Rhode Island, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VII AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede (as of the date of commencement of service hereunder) the following agreements between parties hereto for the storage of natural gas by ALNG for Customer: Service Agreement executed by Customer and ALNG under Rate Schedule ST-LG dated November 1, 1984. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN LNG, INC. By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply [END OF EXHIBIT 10qq TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.RR 32 [EXHIBIT 10rr TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE AGREEMENT APPLICABLE TO TRANSPORTATION OF NATURAL GAS UNDER RATE SCHEDULE FTNN AGREEMENT made as of this first day of October, 1993, by and between CNG TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called "Pipeline," and COLONIAL GAS COMPANY, a Massachusetts corporation, hereinafter called "Customer." WITNESSETH: That, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I Quantities A. During the term of this Agreement, Pipeline will transport for Customer, on a firm basis, and Customer may furnish, or cause to be furnished, to Pipeline natural gas for such transportation, and Customer will accept, or cause to be accepted, delivery from Pipeline of the quantities Customer has tendered for transportation. B. The maximum quantities of gas which Pipeline shall deliver and which Customer may tender shall be as set forth on Exhibit A, attached hereto. ARTICLE II Rate A. Unless otherwise mutually agreed in a written amendment to this Agreement, beginning on October 1, 1993, Customer shall pay Pipeline for transportation services rendered pursuant to this Agreement, the maximum rates and charges provided under Rate Schedule FTNN set forth in Pipeline's effective FERC Gas Tariff, including applicable surcharges and the Fuel Retention Percentage. B. Pipeline shall have the right to propose, file and make effective with the Federal Energy Regulatory Commission or any other body having jurisdiction, revisions to any applicable rate schedule, or to propose, file, and make effective superseding rate schedules for the purpose of changing the rate, charges, and other provisions thereof effective as to Customer; provided, however, that (i) Section 2 of Rate Schedule FTNN "Applicability and Character of Service," (ii) term, (iii) quantities, and (iv) points of receipt and points of delivery shall not be subject to unilateral change under this Article. Said rate schedule or superseding rate schedule and any revisions thereof which shall be filed and made effective shall apply to and become a part of this Service Agreement. The filing of such changes and revisions to any applicable rate schedule shall be without prejudice to the right of Customer to contest or oppose such filing and its effectiveness. ARTICLE III Term of Agreement Subject to all the terms and conditions herein, this Agreement shall be effective as of October 1, 1993, and shall continue in effect for a primary term through and including March 31, 2003, and from year to year thereafter, until either party terminates this Agreement by giving written notice to the other at least twelve months prior to the start of the next contract year. ARTICLE IV Points of Receipt and Delivery The Points of Receipt and Delivery and the maximum quantities for each point for all gas that may be received for Customer's account for transportation by Pipeline shall be as set forth on Exhibit A. ARTICLE V Regulatory Approval Performance under this Agreement by Pipeline and Customer shall be contingent upon Pipeline and Customer receiving all necessary regulatory or other governmental approvals upon terms satisfactory to each. Should Pipeline or Customer be denied such approvals to provide or continue the service contemplated herein or to construct and operate any necessary facilities therefor upon the terms and conditions requested in the application therefor, then Pipeline's and Customer's obligations hereunder shall terminate. ARTICLE VI Incorporation By Reference of Tariff Provisions To the extent not inconsistent with the terms and conditions of this Agreement, the following provisions of Pipeline's effective FERC Gas Tariff, and any revisions thereof that may be made effective hereafter are hereby made applicable to and a part hereof by reference: 1. All of the provisions of Rate Schedule FTNN, or any effective superseding rate schedule or otherwise applicable rate schedule; and 2. All of the provisions of the General Terms and Conditions, as they may be revised or superseded from time to time. ARTICLE VII Miscellaneous A. No change, modification or alteration of this Agreement shall be or become effective until executed in writing by the parties hereto; provided, however, that the parties do not intend that this Article VII.A. requires a further written agreement either prior to the making of any request or filing permitted under Article II hereof or prior to the effectiveness of such request or filing after Commission approval, provided further, however, that nothing in this Agreement shall be deemed to prejudice any position the parties may take as to whether the request, filing or revision permitted under Article II must be made under Section 7 or Section 4 of the Natural Gas Act. B. Any notice, request or demand provided for in this Agreement, or any notice which either party may desire to give the other, shall be in writing and sent to the following addresses: Pipeline: CNG Transmission Corporation 445 West Main Street Clarksburg, West Virginia 26301 Attention: Vice President, Marketing and Customer Services Customer: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: John P. Harrington or at such other address as either party shall designate by formal written notice. C. No presumption shall operate in favor of or against either party hereto as a result of any responsibility either party may have had for drafting this Agreement. D. The subject headings of the provisions of this Agreement are inserted for the purpose of convenient reference and are not intended to become a part of or to be considered in any interpretation of such provisions. ARTICLE VIII Prior Contracts If this Service Agreement becomes effective as an executed Service Agreement, it shall supersede and cancel, as of its effective date, the Service Agreement between Customer and Pipeline Applicable to Transportation of Natural Gas under Rate Schedule TF dated June 1, 1993, and the Service Agreement between Customer and Pipeline Applicable to the Sales of Natural Gas Under Rate Schedule CD dated June 1, 1993. Otherwise, each of these instruments shall remain in full force and effect unless it shall have expired by its own terms. IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have caused this Agreement to be signed by their duly authorized officials as of the day and year first written above. CNG TRANSMISSION CORPORATION (Pipeline) By: __________________________ Its: Vice President COLONIAL GAS COMPANY (Customer) By: John P. Harrington Its: Vice President, Gas Supply (Title) EXHIBIT A To The FTNN Agreement Dated October 1, 1993 Between CNG Transmission Corporation And Colonial Gas Company A. Quantities The maximum quantities of gas which Pipeline shall deliver and which Customer may tender shall be as follows: 1. A Maximum Daily Transportation Quantity (MDTQ) of 5,529 dekatherms ("Dt"). 2. A Maximum Annual Transportation Quantity (MATQ) of 2,018,085 Dt. B. Points of Receipt The Points of Receipt and the maximum quantities for each point shall be as set forth below. Pipeline will use due care and diligence to assure, and Customer will use due care and diligence to cause its transporter to assure, that uniform pressures will be maintained at the Receipt Points as reasonably may be required to render service hereunder, but Pipeline will not be required to accept gas at less than the minimum pressures specified herein. In addition to the quantities specified below, Customer may increase the quantities furnished to Pipeline at each receipt point, so long as such quantities, when reduced by the fuel retention percentage specified in Pipeline's currently effective FERC Gas Tariff, do not exceed the quantity limitation specified below for each receipt point. 1. Up to 1,951 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern") or other pipeline(s) in Westmoreland County, Pennsylvania, known as the Oakford Interconnection, at a pressure of not less than five hundred seventy-five (575) pounds per square inch gauge (psig). 2. Up to a combined maximum daily quantity of 3,578 Dt at existing points of interconnection between the facilities of Pipeline and Tennessee Gas Pipeline Company in Kanawha County, West Virginia, known as the Cornwell Interconnection, at a pressure of not less than four hundred seventy five (475) psig; or the Institute Interconnection, at a pressure of not less than four hundred (400) psig, with the specific allocation of quantities among these points to be determined by Pipeline. C. Points of Delivery The Points of Delivery and the maximum quantities for each point shall be as set forth below. Pipeline will use due care and diligence to assure, and Customer will use due care and diligence to cause its transporter to assure, that uniform pressures will be maintained at the Delivery Points as reasonably may be required to render service hereunder, and Pipeline will use due care and diligence to deliver gas within the pressure limitations specified herein. 1. Up to 5,529 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern, Transcontinental Gas Pipe Line Corporation, or other pipeline(s) in Clinton County, Pennsylvania, known as the Leidy Interconnection, at a pressure of not less than one-thousand, two-hundred (1,200) psig. 2. Up to 3,578 Dt per day at an existing point of interconnection between the facilities of Pipeline and Tennessee in Potter County, Pennsylvania, known as the Ellisburg Interconnection, at a pressure of not more than one thousand (1,000) psig. [END OF EXHIBIT 10rr TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.SS 33 [EXHIBIT 10ss TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE AGREEMENT APPLICABLE TO THE STORAGE OF NATURAL GAS UNDER RATE SCHEDULE GSS (SECTION 7(c)) AGREEMENT made as of this October 1, 1993, by and between CNG TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called "Pipeline," and COLONIAL GAS COMPANY, a Massachusetts corporation, hereinafter called "Customer." WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree that Pipeline will store natural gas for Customer during the term, at the rates and on the terms and conditions hereinafter provided and, with respect to gas delivered by each of the parties to the other, under and subject to Pipeline's Rate Schedule GSS and all of the General Terms and Conditions contained in Pipeline's FERC Gas Tariff and any revisions thereof that may be made effective hereafter: ARTICLE I Quantities Beginning as of October 1, 1993 and thereafter for the remaining term of this agreement, Customer agrees to deliver to Pipeline and Pipeline agrees to receive for storage in Pipeline's underground storage properties, and Pipeline agrees to inject or cause to be injected into storage for Customer's account, store, withdraw from storage, and deliver to Customer and Customer agrees to receive, quantities of natural gas as set forth on Exhibit A, attached hereto. ARTICLE II Rate A. For storage service rendered by Pipeline to Customer hereunder, Customer shall pay Pipeline in accordance with Rate Schedule GSS contained in Pipeline's effective FERC Gas Tariff or any effective superseding rate schedule. Said rate schedule or superseding rate schedule and any revisions thereof which shall be filed and made effective shall apply to and be a part of this Agreement. Pipeline shall have the right to propose to and file with the Federal Energy Regulatory Commission or other body having jurisdiction, changes and revisions of any effective rate schedule, or to propose and file superseding rate schedules, for the purpose of changing the rate, charges, and other provisions thereof effective as to Customer; provided, however, that any request by Pipeline to amend the terms and conditions of Rate Schedule GSS must be consistent with the terms and conditions of Article VII, Part 2, Paragraph (F) of the Stipulation filed on March 31, 1993 by Pipeline in Docket No. RS92-14 and conform to the requirements of Section 7(b) of the Natural Gas Act, if applicable, and provided further that Pipeline and Customer agree that they will not seek to place in effect a change in any aspect of the terms and conditions under Section 8 of Rate Schedule GSS for a period of two years from the date of such request. The filing of requests, changes and revisions of Rate Schedule GSS shall be without prejudice to the right of Customer to contest or oppose such requests, filings or revisions and their effectiveness. B. The Storage Demand Charge and the Storage Capacity Charge provided in the aforesaid rate schedule shall commence on October 1, 1993. ARTICLE III Term of Agreement Subject to all the terms and conditions herein, this Agreement shall be effective as of October 1, 1993, and shall continue in effect for a primary term through and including March 31, 2006, and for subsequent annual terms of April 1 through March 31 thereafter, until either party terminates this Agreement by giving written notice to the other at least twenty-four months prior to the start of an annual term. ARTICLE IV Points of Receipt and Delivery The Points of Receipt for Customer's tender of storage injection quantities, and the Point(s) of Delivery for withdrawals from storage shall be specified on Exhibit A, attached hereto. ARTICLE V Special Operating Conditions For the sole purpose of calculating Customer's Storage Gas Balance to determine the initial decline in Customer's Daily Entitlement, Pipeline shall multiply Customer's actual Storage Gas Balance by a factor of 1.176. For purposes other than calculating the initial decline in Customer's Daily Entitlement, Customer's Storage Gas Balance shall remain equal to Customer's actual inventory in storage. ARTICLE VI Miscellaneous A. No change, modification or alteration of this Agreement shall be or become effective until executed in writing by the parties hereto; provided, however, that the parties do not intend that this Article VI.A. requires a further written agreement either prior to the making of any request or filing permitted under Article II hereof or prior to the effectiveness of such request or filing after Commission approval, provided further, however, that nothing in this Agreement shall be deemed to prejudice any position the parties may take as to whether the request, filing or revision permitted under Article II must be made under Section 7 or Section 4 of the Natural Gas Act. B. Any notice, request or demand provided for in this Agreement, or any notice which either party may desire to give the other, shall be in writing and sent to the following addresses: Pipeline: CNG Transmission Corporation 445 West Main Street Clarksburg, West Virginia 26301 Attention: Vice President, Marketing and Customer Services Customer: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: John P. Harrington or at such other address as either party shall designate by formal written notice. C. No presumption shall operate in favor of or against either party hereto as a result of any responsibility either party may have had for drafting this Agreement. D. The subject headings of the provisions of this Agreement are inserted for the purpose of convenient reference, and are not intended to become a part of or to be considered in any interpretations of such provisions. ARTICLE VII Prior Contracts This Service Agreement shall supersede and cancel, as of the effective date, the Service Agreements for storage service between Customer and Pipeline dated June 1, 1993. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officials as of the day and year first above written. CNG TRANSMISSION CORPORATION (Pipeline) By: _________________________ Its: Vice President COLONIAL GAS COMPANY (Customer) By: John P. Harrington Its: Vice President, Gas Supply (Title) EXHIBIT A To The GSS (Section 7(c)) Storage Service Agreement Dated October 1, 1993 Between CNG Transmission Corporation and Colonial Gas Company A. Quantities The quantities of natural gas storage service which Customer may utilize under this Service Agreement, as well as Customer's applicable Billing Determinants, are as follows: 1. Storage Capacity of 823,529 Dekatherms (Dt), and 2. Storage Demand of 11,000 Dt per day. B. Points of Receipt and Delivery 1. The Points of Receipt for Customer's tender of storage injection quantities, and the maximum quantities and character of service for each point shall be as set forth below. Pipeline will use due care and diligence to assure, and Customer will use due care and diligence to cause its transporter to assure, that uniform pressures will be maintained at the Receipt Points as reasonably may be required to render service hereunder, but Pipeline will not be required to accept gas at less than the minimum pressures specified herein. Pipeline will not be required to accept gas for injection into storage at the points specified in B.1.b., below, unless either (i) Customer tenders at the same time no less than 474 Dt per day at the Leidy Interconnection or (ii) Customer, during that Summer Period, has already tendered 71,574 Dt or more at the Leidy Interconnection. a. Up to 4,575 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern") or Transcontinental Gas Pipe Line Corporation ("Transco") or other pipeline(s) in Clinton County, Pennsylvania, known as the Leidy Interconnection, at a pressure of not less than one thousand (1,000) pounds per square inch gauge ("psig"). b. Up to 4,575 Dt per Day at the "Texas Eastern Market Zone 2 Point" which shall consist of any combination of the following points: 1. The interconnection of the facilities of Pipeline and Texas Eastern or other pipeline(s) in Westmoreland County, Pennsylvania, known as the Oakford Interconnection, at a pressure of not less than five hundred seventy-five (575) psig. 2. An existing point of interconnection between Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern") located in Noble County, Ohio, at Texas Eastern Measuring Station 450, at the operating pressure existing at the point of delivery. 3. An existing point of interconnection between Pipeline and Texas Eastern located in Monroe County, Ohio, at Texas Eastern Measuring Station 471, at a pressure of not less than two hundred (200) psig. 4. An existing point of interconnection between Pipeline and Texas Eastern located in Monroe County, Ohio, at Texas Eastern Measuring Station 983, at a pressure of not less than three hundred (300) psig. 5. An existing point of interconnection between Pipeline and Texas Eastern located in Monroe County, Ohio, at Texas Eastern Measuring Station 004, at the pressure provided for in the General Terms and Conditions of Texas Eastern's FERC Gas Tariff. 6. An existing point of interconnection between Pipeline and Texas Eastern located in Marshall County, West Virginia at Texas Eastern Measuring Station 372, at the operating pressure existing at the point of delivery. 7. An existing point of interconnection between Pipeline and Texas Eastern located in Green County, Pennsylvania at Texas Eastern Measuring Station 037, at the pressure provided for in the General Terms and Conditions of Texas Eastern's FERC Gas Tariff. 8. An existing point of interconnection between Pipeline and Texas Eastern located in Somerset County, Pennsylvania at Texas Eastern Measuring Station 051, at the pressure provided for in the General Terms and Conditions of Texas Eastern's FERC Gas Tariff. 2. The quantity of gas which Customer shall be entitled to tender to Pipeline for injection into storage at the Leidy Interconnection on a firm basis on any Day during the Storage Year shall be one-one hundred eightieth (1/180th) of Customer's Storage Capacity whenever Customer's Storage Gas Balance is less than or equal to one half of Customer's Storage Capacity, and one-two hundred fourteenth (1/214th) of Customer's Storage Capacity whenever Customer's Storage Gas Balance is greater than one half of Customer's Storage Capacity. 3. The Points of Delivery for withdrawals from storage, and the maximum quantities and character of service for each point, shall be as set forth below. Pipeline will use due care and diligence to assure, and Customer will use due care and diligence to cause its transporter to assure, that uniform pressures will be maintained at the Delivery Points as reasonably may be required to render service hereunder, and Pipeline will use due care and diligence to deliver gas (or cause gas to be delivered) within the pressure limitations specified herein. a. Up to 474 Dt per Day on a firm basis (and up to 10,526 Dt per Day, if, in Pipeline's sole opinion, its operating or other circumstances permit) at the interconnection of the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern") or Transcontinental Gas Pipe Line Corporation ("Transco") or other pipeline(s) in Clinton County, Pennsylvania, known as the Leidy Interconnection, at a pressure of not less than one-thousand, two-hundred (1,200) psig. b. Up to 11,000 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern or other pipeline(s) in Westmoreland County, Pennsylvania, known as the Oakford Interconnection, at a pressure of not less than eight hundred fifty (850) psig. c. Up to 11,000 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Franklin County, Pennsylvania, known as the Chambersburg Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not more than seven hundred (700) psig. d. Up to 11,000 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Greene County, Pennsylvania, known as the Crayne Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not more than eight hundred sixty-five (865) psig. e. Up to 11,000 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Cambria County, Pennsylvania, known as the Rager Mountain Interconnection, on an interruptible basis if mutually agreed between Pipeline and Customer, at the operating pressure existing at the point of delivery. [END OF EXHIBIT 10ss TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.TT 34 [EXHIBIT 10tt TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE AGREEMENT APPLICABLE TO THE STORAGE OF NATURAL GAS UNDER RATE SCHEDULE GSS-II AGREEMENT made as of this September 30, 1993, by and between CNG TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called "Pipeline," and COLONIAL GAS COMPANY, a Massachusetts corporation, hereinafter called "Customer." WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree that Pipeline will store natural gas for Customer during the term, at the rates and on the terms and conditions hereinafter provided and, with respect to gas delivered by each of the parties to the other, under and subject to Pipeline's Rate Schedule GSS-II and all of the General Terms and Conditions contained in Pipeline's FERC Gas Tariff and any revisions thereof that may be made effective hereafter: ARTICLE I Quantities Beginning as of October 1, 1993 and thereafter for the remaining term of this agreement, Customer agrees to deliver to Pipeline and Pipeline agrees to receive for storage in Pipeline's underground storage properties, and Pipeline agrees to inject or cause to be injected into storage for Customer's account, store, withdraw from storage, and deliver to Customer and Customer agrees to receive, quantities of natural gas as set forth on Exhibit A, attached hereto. ARTICLE II Rate A. For storage service rendered by Pipeline to Customer hereunder, Customer shall pay Pipeline in accordance with Rate Schedule GSS-II contained in Pipeline's effective FERC Gas Tariff or any effective superseding rate schedule. Said rate schedule or superseding rate schedule and any revisions thereof which shall be filed and made effective shall apply to and be a part of this Agreement. Pipeline shall have the right to propose to and file with the Federal Energy Regulatory Commission or other body having jurisdiction, changes and revisions of any effective rate schedule, or to propose and file superseding rate schedules, for the purpose of changing the rate, charges, and other provisions thereof effective as to Customer; provided, however, that any request by Pipeline to amend the terms and conditions of Rate Schedule GSS-II must be consistent with the terms and conditions of Article VII, Part 2, Paragraph (F) of the Stipulation filed on March 31, 1993 by Pipeline in Docket No. RS92-14 and conform to the requirements of Section 7(b) of the Natural Gas Act, if applicable, and provided further that Pipeline and Customer agree that they will not seek to place in effect a change in any aspect of the terms and conditions under Section 8 of Rate Schedule GSS-II for a period of two years from the date of such request. The filing of requests, changes and revisions of Rate Schedule GSS-II shall be without prejudice to the right of Customer to contest or oppose such requests, filings or revisions and their effectiveness. B. The Storage Demand Charge and the Storage Capacity Charge provided in the aforesaid rate schedule shall commence on October 1, 1993. ARTICLE III Term of Agreement Subject to all the terms and conditions herein, this Agreement shall be effective as of October 1, 1993, and shall continue in effect for a primary term through and including March 31, 2012, and for subsequent annual terms of April 1 through March 31 thereafter, until either party terminates this Agreement by giving written notice to the other at least twenty-four months prior to the start of an annual term. ARTICLE IV Points of Receipt and Delivery The Points of Receipt for Customer's tender of storage injection quantities, and the Point(s) of Delivery for withdrawals from storage shall be specified on Exhibit A, attached hereto. ARTICLE V Miscellaneous A. No change, modification or alteration of this Agreement shall be or become effective until executed in writing by the parties hereto; provided, however, that the parties do not intend that this Article V.A. requires a further written agreement either prior to the making of any request or filing permitted under Article II hereof or prior to the effectiveness of such request or filing after Commission approval, provided further, however, that nothing in this Agreement shall be deemed to prejudice any position the parties may take as to whether the request, filing or revision permitted under Article II must be made under Section 7 or Section 4 of the Natural Gas Act. B. Any notice, request or demand provided for in this Agreement, or any notice which either party may desire to give the other, shall be in writing and sent to the following addresses: Pipeline: CNG Transmission Corporation 445 West Main Street Clarksburg, West Virginia 26301 Attention: Vice President, Marketing and Customer Services Customer: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: John P. Harrington Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: Joseph P. Murphy or at such other address as either party shall designate by formal written notice. C. No presumption shall operate in favor of or against either party hereto as a result of any responsibility either party may have had for drafting this Agreement. D. The subject headings of the provisions of this Agreement are inserted for the purpose of convenient reference, and are not intended to become a part of or to be considered in any interpretations of such provisions. ARTICLE VI Prior Contracts This Service Agreement shall supersede and cancel, as of the effective date, the Service Agreement for storage service between Customer and Pipeline dated June 23, 1989. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officials as of the day and year first above written. CNG TRANSMISSION CORPORATION (Pipeline) By: _________________________ Its: Vice President COLONIAL GAS COMPANY (Customer) By: John P. Harrington Its: Vice President, Gas Supply (Title) EXHIBIT A To The Storage Service Agreement Dated September 30, 1993 Between CNG Transmission Corporation and Colonial Gas Company A. Quantities The quantities of natural gas storage service which Customer may utilize under this Service Agreement, as well as Customer's applicable Billing Determinants, are as follows: 1. Storage Capacity of 222,200 Dekatherms (Dt), and 2. Storage Demand of 2,222 Dt per day. B. Points of Receipt and Delivery 1. The Points of Receipt for Customer's tender of storage injection quantities, and the maximum quantities and character of service for each point shall be as set forth below. Each of the parties will use due care and diligence to assure that uniform pressures will be maintained at the Receipt Point as reasonably may be required to render service hereunder, but Pipeline will not be required to accept gas at less than the minimum pressures specified herein. a. Up to 1,234 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern") or Transcontinental Gas Pipe Line Corporation ("Transco") or other pipeline(s) in Clinton County, Pennsylvania, known as the Leidy Interconnection, at a pressure sufficient to enter Pipeline's facilities at the point(s) of interconnection. b. Upon mutual agreement of Pipeline and Customer, up to 1,234 Dt per day at other interconnections on the system of Pipeline, at a pressure sufficient to enter Pipeline's facilities at the point(s) of interconnection. 2. The Points of Delivery for withdrawals from storage, and the maximum quantities and character of service for each point, shall be as set forth below. Each of the parties will use due care and diligence to assure that uniform pressures will be maintained at the Delivery Points as reasonably may be required to render service hereunder, but Pipeline will not be required to deliver gas at greater than the maximum pressures specified herein. a. Up to 2,222 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern"), in Franklin County, Pennsylvania, known as the Chambersburg Interconnection, at a pressure of not more than seven hundred (700) psig. b. Upon mutual agreement of Pipeline and Customer, up to 2,222 Dt per day at other interconnections between the facilities of Pipeline and Texas Eastern, at a pressure sufficient to enter the system of Texas Eastern. c. Upon mutual agreement of Pipeline and Customer, up to 2,222 Dt per day at other interconnections on the system of Pipeline, at a pressure sufficient to enable delivery by Pipeline. d. Up to 2,222 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Greene County, Pennsylvania, known as the Crayne Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not more than eight hundred sixty-five (865) psig. e. Up to 2,222 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern or other pipeline(s) in Westmoreland County, Pennsylvania, known as the Oakford Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not less than eight hundred fifty (850) psig. 3. Pipeline shall deliver on a firm basis up to Customer's Storage Demand, as adjusted pursuant to Section 8 of Rate Schedule GSS-II and Article V of this Service Agreement. SERVICE AGREEMENT APPLICABLE TO THE STORAGE OF NATURAL GAS UNDER RATE SCHEDULE GSS-II AGREEMENT made as of this September 30, 1993, by and between CNG TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called "Pipeline," and COLONIAL GAS COMPANY, a Massachusetts corporation, hereinafter called "Customer." WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree that Pipeline will store natural gas for Customer during the term, at the rates and on the terms and conditions hereinafter provided and, with respect to gas delivered by each of the parties to the other, under and subject to Pipeline's Rate Schedule GSS-II and all of the General Terms and Conditions contained in Pipeline's FERC Gas Tariff and any revisions thereof that may be made effective hereafter: ARTICLE I Quantities Beginning as of October 1, 1993 and thereafter for the remaining term of this agreement, Customer agrees to deliver to Pipeline and Pipeline agrees to receive for storage in Pipeline's underground storage properties, and Pipeline agrees to inject or cause to be injected into storage for Customer's account, store, withdraw from storage, and deliver to Customer and Customer agrees to receive, quantities of natural gas as set forth on Exhibit A, attached hereto. ARTICLE II Rate A. For storage service rendered by Pipeline to Customer hereunder, Customer shall pay Pipeline in accordance with Rate Schedule GSS-II contained in Pipeline's effective FERC Gas Tariff or any effective superseding rate schedule. Said rate schedule or superseding rate schedule and any revisions thereof which shall be filed and made effective shall apply to and be a part of this Agreement. Pipeline shall have the right to propose to and file with the Federal Energy Regulatory Commission or other body having jurisdiction, changes and revisions of any effective rate schedule, or to propose and file superseding rate schedules, for the purpose of changing the rate, charges, and other provisions thereof effective as to Customer; provided, however, that any request by Pipeline to amend the terms and conditions of Rate Schedule GSS-II must be consistent with the terms and conditions of Article VII, Part 2, Paragraph (F) of the Stipulation filed on March 31, 1993 by Pipeline in Docket No. RS92-14 and conform to the requirements of Section 7(b) of the Natural Gas Act, if applicable, and provided further that Pipeline and Customer agree that they will not seek to place in effect a change in any aspect of the terms and conditions under Section 8 of Rate Schedule GSS-II for a period of two years from the date of such request. The filing of requests, changes and revisions of Rate Schedule GSS-II shall be without prejudice to the right of Customer to contest or oppose such requests, filings or revisions and their effectiveness. B. The Storage Demand Charge and the Storage Capacity Charge provided in the aforesaid rate schedule shall commence on October 1, 1993. ARTICLE III Term of Agreement Subject to all the terms and conditions herein, this Agreement shall be effective as of October 1, 1993, and shall continue in effect for a primary term through and including March 31, 2012, and for subsequent annual terms of April 1 through March 31 thereafter, until either party terminates this Agreement by giving written notice to the other at least twenty-four months prior to the start of an annual term. ARTICLE IV Points of Receipt and Delivery The Points of Receipt for Customer's tender of storage injection quantities, and the Point(s) of Delivery for withdrawals from storage shall be specified on Exhibit A, attached hereto. ARTICLE V Miscellaneous A. No change, modification or alteration of this Agreement shall be or become effective until executed in writing by the parties hereto; provided, however, that the parties do not intend that this Article V.A. requires a further written agreement either prior to the making of any request or filing permitted under Article II hereof or prior to the effectiveness of such request or filing after Commission approval, provided further, however, that nothing in this Agreement shall be deemed to prejudice any position the parties may take as to whether the request, filing or revision permitted under Article II must be made under Section 7 or Section 4 of the Natural Gas Act. B. Any notice, request or demand provided for in this Agreement, or any notice which either party may desire to give the other, shall be in writing and sent to the following addresses: Pipeline: CNG Transmission Corporation 445 West Main Street Clarksburg, West Virginia 26301 Attention: Vice President, Marketing and Customer Services Customer: Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: John P. Harrington Colonial Gas Company 40 Market Street Lowell, MA 01852 Attention: Joseph P. Murphy or at such other address as either party shall designate by formal written notice. C. No presumption shall operate in favor of or against either party hereto as a result of any responsibility either party may have had for drafting this Agreement. D. The subject headings of the provisions of this Agreement are inserted for the purpose of convenient reference, and are not intended to become a part of or to be considered in any interpretations of such provisions. ARTICLE VI Prior Contracts This Service Agreement shall supersede and cancel, as of the effective date, the Service Agreement for storage service between Customer and Pipeline dated June 23, 1989. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officials as of the day and year first above written. CNG TRANSMISSION CORPORATION (Pipeline) By: _________________________ Its: Vice President COLONIAL GAS COMPANY (Customer) By: John P. Harrington Its: Vice President, Gas Supply (Title) EXHIBIT A To The Storage Service Agreement Dated September 30, 1993 Between CNG Transmission Corporation and Colonial Gas Company A. Quantities The quantities of natural gas storage service which Customer may utilize under this Service Agreement, as well as Customer's applicable Billing Determinants, are as follows: 1. Storage Capacity of 10,400 Dekatherms (Dt), and 2. Storage Demand of 104 Dt per day. B. Points of Receipt and Delivery 1. The Point of Receipt for Customer's tender of storage injection quantities, and the maximum quantities and character of service for such point shall be as set forth below. Each of the parties will use due care and diligence to assure that uniform pressures will be maintained at the Receipt Point as reasonably may be required to render service hereunder, but Pipeline will not be required to accept gas at less than the minimum pressure specified herein. Up to 58 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern Transmission Corporation ("Texas Eastern"), in Fayette County, Pennsylvania, known as the North Summit Interconnection, at a pressure of not less than seven hundred (700) pounds per square inch ("psig"). 2. The Points of Delivery for withdrawals from storage, and the maximum quantities and character of service for each point, shall be as set forth below. Each of the parties will use due care and diligence to assure that uniform pressures will be maintained at the Delivery Points as reasonably may be required to render service hereunder, but Pipeline will not be required to deliver gas at greater than the maximum pressures specified herein. a. Up to 104 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Fayette County, Pennsylvania, known as the North Summit Interconnection, at a pressure of not more than one thousand (1,000) psig. b. Up to 104 Dt per Day at an existing point of interconnection between the facilities of Pipeline and Texas Eastern, in Greene County, Pennsylvania, known as the Crayne Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not more than eight hundred sixty-five (865) psig. c. Up to 104 Dt per Day at the interconnection of the facilities of Pipeline and Texas Eastern or other pipeline(s) in Westmoreland County, Pennsylvania, known as the Oakford Interconnection, on an interruptible basis if operating conditions permit, at a pressure of not less than eight hundred fifty (850) psig. 3. Pipeline shall deliver on a firm basis up to Customer's Storage Demand, as adjusted pursuant to Section 8 of Rate Schedule GSS-II and Article V of this Service Agreement. [END OF EXHIBIT 10tt TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.UU 35 [EXHIBIT 10uu TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] Contract #: 800350 SERVICE AGREEMENT FOR RATE SCHEDULE FT-1 This Service Agreement, made and entered into this 1st day of October, 1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called "Pipeline") and COLONIAL GAS COMPANY (herein called "Customer", whether one or more), W I T N E S S E T H: WHEREAS, the Federal Energy Regulatory Commission required Pipeline to restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission accepted Pipeline's revised tariff sheets filed in compliance with Order No. 636 to become effective June 1, 1993, subject to certain conditions set forth in the April 22, 1993 order; and WHEREAS, CNG Transmission Corporation ("CNG") made its final Order No. 636 service elections on May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed revised tariff sheets to become effective June 1, 1993 in compliance with the April 22, 1993 order; and WHEREAS, Customer is also a customer of CNG; and WHEREAS, CNG, in compliance with Order No. 636 and Federal Energy Regulatory Commission orders issued in Docket No. RS92-21, is assigning its firm service rights on Pipeline directly to its customers; and WHEREAS, Customer's service rights hereunder are part of CNG's service rights being assigned to its customers; and WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement to reflect the assignment of CNG's service rights to Customer; 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: Maximum Daily Quantity (MDQ) 1,996 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 on any day a quantity of gas in excess of the applicable MDQ. In addition to the MDQ and subject to the terms, conditions and limitations hereof, Rate Schedule FT-1 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 Capacity 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 October 1, 1993 and shall continue in force and effect until 10/31/1999 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 five (5) years prior written notice to the other specifying a termination date of any year occurring on or after the expiration of the primary term. 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. 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 service 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. ARTICLE IV POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY The Point(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. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in Exhibit C of the executed service agreement. Exhibit(s) A, B and C 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 con sidered 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: Texas Eastern Transmission Corporation 5400 Westheimer Court Houston, Texas 77056-5310 (b) Customer: COLONIAL GAS COMPANY 40 MARKET STREET LOWELL, MA 01853 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. 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: NONE 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: Diane T. Tom Vice President ATTEST: Robert W. Reed COLONIAL GAS COMPANY By: John P. Harrington Vice President, Gas Supply ATTEST: Phyllis G. Semenchuk EXHIBIT A, TRANSPORTATION PATHS FOR BILLING PURPOSES, DATED OCTOBER 1, 1993 TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND COLONIAL GAS COMPANY ("Customer"), DATED OCTOBER 1, 1993: (1) Customer's firm Point(s) of Receipt: Maximum Daily Point Receipt Obligation of (plus Applicable Measurement Receipt Description Shrinkage) (dth) Responsibilities Owner Operator 70028 SOUTHERN 6* TX EAST TRAN TX EAST SOTHN NATURAL (FROM T.E.) TRN NAT GAS - KOSCIUSKO, MS TO ATTALA CO., MS 70217 UNITED GAS 121* UNIT GAS PL UNIT GAS UNIT GAS KOSCIUSKO, MS PL PL PL ATTALA CO., MS * Included in Firm Receipt Point entitlements as set forth in section 14 of Pipeline's General Terms and Conditions at the Kosciusko, Mississippi Point of Receipt. (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. Transportation Transportation Path Path Quantity (Dth/D) M1 to M2 1,996 SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT A DATED:__________ EXHIBIT B, POINT(S) OF DELIVERY, DATED OCTOBER 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND COLONIAL GAS COMPANY ("Customer"), DATED OCTOBER 1, 1993: Maximum Daily Point Delivery Delivery Measurement of Obligation Pressure Responsi- Delivery Description (dth) Obligation bilities Owner Operator 70004 CNG TRANS- As provided TX EAST TX EAST TX EAST MISSION - in Section 6 TRAN TRAN TRAN CLARINGTON, of the Gen- OH MONROE eral Terms CO., OH and Condi- tions of Pipeline's FERC Gas Tariff 70051 CNG TRANS- As provided TX EAST TX EAST CNG TRANS MISSION - in Section 6 TRAN TRAN SOMERSET, PA of the Gen- SOMERSET eral Terms CO., PA and Condi- tions of Pipeline's Gas Tariff 70372 CNG TRANS- At the oper- TX EAST TX EAST CNG TRANS MISSION - ating pres- TRAN TRAN MOUNDS- sure exist- VILLE, WV ing at the MARSHALL point of CO., WV delivery 70450 CNG TRANS- At the oper- TX EAST TX EAST CNG TRANS MISSION - ating pres- TRAN TRAN SUMMERFIELD, sure exist- OH NOBLE ing at the CO., OH point of delivery 70471 CNG TRANS- 200 pounds TX EAST TX EAST CNG TRANS MISSION - per square TRAN TRAN WOODSFIELD, inch gauge OH MONROE CO., OH 70983 CNG TRANS- 300 pounds CNG CNG CNG TRANS MISSION per square TRANS TRANS POWHATAN inch gauge POINT, OH MONROE CO., OH 72533 DAMSON At the oper- PEOPLES PEOPLES DAMSON (PEOPLES) ating pres- NG(PA) NG(PA) OIL MM - SOMER- sure exist- SET, PA ing at the SOMERSET point of CO., PA delivery 75037 CNG As provided TX EAST TX EAST CNG TRANS TRANSMISSION- in Section 6 TRAN TRAN WAYNESBURG, of the Gen- PA(D70037) eral Terms GREENE CO., and Condi- PA tions of Pipeline's FERC Gas Tariff 75082 TETCO - 575 pounds CNG TX EAST CNG TRANS OAKFORD per square TRANS TRAN STORAGE, PA- inch gauge (D70082/R76082) WESTMORELAND CO., PA 79921 COMPRESSOR At any pres- TX EAST TX EAST CNG TRANS STATION 21A sure pro- TRAN TRAN (UNIONTOWN) vided by FAYETTE CO., Texas East- PA ern not to exceed 1,000 pounds per square inch gauge 79849 CNG - 1,996 N/A N/A N/A N/A COLONIAL GAS COMPANY FOR NOMINA- TION PUR- POSES provided, however, that all service under this Service Agreement shall be within the limitations set forth in the Dispatching Agreement dated ___________________between Pipeline, Customer and CNG Transmission Corporation. SIGNED FOR IDENTIFICATION PIPELINE:_____________________ CUSTOMER: John P. Harrington SUPERSEDES EXHIBIT B DATED:__________________ EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY, DATED OCTOBER 1, 1993, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND COLONIAL GAS COMPANY ("CUSTOMER") DATED OCTOBER 1, 1993: ZONE BOUNDARY ENTRY QUANTITY Dth/D FROM STX TO M1-TGC: 53 FROM ETX TO M1-24: 225 FROM ETX TO M1-TXG: 80 FROM WLA TO M1-TXG: 24 FROM WLA TO M1-TGC: 53 FROM ELA TO M1-30: 1,590 FROM M1-24 TO M2-24: 225 FROM M1-30 TO M2-30: 1,590 FROM M1-TXG TO M2-TXG: 105 FROM M1-TGC TO M2-TGC: 106 [END OF EXHIBIT 10uu TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.VV 36 [EXHIBIT 10vv TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDINGE 12/31/93] SERVICE PACKAGE NO. 2496 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 224 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of September, 1993, and shall remain in force and effect until the 1st day of November, 2000,("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: JOHN P. HARRINGTON BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY:____________________________ Agent and Attorney-in-Fact COLONIAL GAS CO BY: John P. Harrington TITLE: Vice President, Gas Supply DATE: October 20, 1993 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED September 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: September 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 2496 SERVICE PACKAGE TQ: 224 Dth [RECEIPT POINTS] Meter Number Meter Name Total Billable Quantity Quantity 001366 TRANSCONTINENTAL-UTOS EXCH 11 11 010031 UNION-E TEXAS PLT DEHYD 79 79 011366 CHEVRON-VERMILION BLK 245E DE 99 99 012013 TENNESSEE-SABINE RIVER TRANS 35 35 [DELIVERY POINTS] Meter Number Meter Name Total Billable Quantity Quantity 020076 NATIONAL-HAMBURG NY 224 224 020077 NATIONAL-E AURORA NY 119 119 020088 NATIONAL-MAYVILLE NY 224 224 020092 NATIONAL-LEWISTON NY 119 119 020243 NATIONAL-NASHVILLE STG NY 224 224 020326 NATIONAL-PEKIN NY 119 119 020428 NATIONAL-SHERMAN NY 224 224 NUMBER OF RECEIPT POINTS: 4 NUMBER OF DELIVERY POINTS: 7 [END OF EXHIBIT 10vv TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.WW 37 [EXHIBIT 10ww TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE AGREEMENT (EFT Service) AGREEMENT made this 28th day of October, 1993, by and between NATIONAL FUEL GAS SUPPLY CORPORATION, a Pennsylvania corporation, hereinafter called "Transporter" and COLONIAL GAS COMPANY, a Massachusetts corporation, hereinafter called "Shipper." WHEREAS, Shipper has requested that Transporter transport natural gas; and WHEREAS, Transporter has agreed to provide such transportation for Shipper subject to the terms and conditions hereof. WITNESSETH: That, in consideration of the mutual covenants herein contained, the parties hereto agree that Transporter will transport for Shipper, on a firm basis, and Shipper will furnish, or cause to be furnished, to Transporter natural gas for such transportation during the term hereof, at the prices and on the terms and conditions hereinafter provided. ARTICLE I Quantities Beginning on the date on which deliveries of gas are commenced hereunder and thereafter for the remaining term of this Agreement, and subject to the provisions of Transporter's EFT Rate Schedule, Transporter agrees to transport for Shipper's account up to the following quantities of natural gas: Contract Maximum Daily Transportation Quantity (MDTQ) of 577 Deatherms (Dth) ARTICLE II Rate Unless otherwise mutually agreed in a written amendment to this Agreement, for each dekatherm of gas transported for Shipper by Transporter hereunder, Shipper shall pay Transporter the maximum rate provided under Rate Schedule EFT set forth in Transporter's effective FERC Gas Tariff. In the event that the Transporter places on file with the Federal Energy Regulatory Commission ("Commission") another rate schedule which may be applicable to transportation service rendered hereunder, then Transporter, at its option, may from and after the effective date of such rate schedule, utilize such rate schedule in performance of this Agreement. Such a rate schedule(s) or superseding rate schedule(s) and any revisions thereof which shall be filed and become effective shall apply to and be a part of this Agreement. Transporter shall have the right to propose, file and make effective with the Commission, or other body having jurisdiction, changes and revisions of any effective rate schedule(s), or to propose, file, and make effective superseding rate schedules, for the purpose of changing the rate, charges, and other provisions thereof effective as to Shipper. Shipper agrees to reimburse Transporter for the filing fees associated with this service and paid to the Commission. ARTICLE III Term of Agreement This Agreement shall be effective as of August 1, 1993 and shall continue in effect until October 31, 2000, and shall continue in effect from year to year thereafter until terminated by either Shipper or Transporter upon twelve (12) months written notice to the other. ARTICLE IV Points of Receipt and Delivery The Point(s) of Receipt for all gas that may be received for Shipper's account for transportation by Transporter, and the receipt entitlements applicable to each point of receipt, or combinations of receipt points, are set forth in Appendix A. The Point(s) of Delivery for all gas to be delivered by Transporter for Shipper's account are set forth in Appendix B. ARTICLE V Incorporation By Reference of Tariff Provisions To the extent not inconsistent with the terms and conditions of this agreement, the provisions of Rate Schedule EFT, or any effective superseding rate schedule or otherwise applicable rate schedule, including any provisions of the General Terms and Conditions incorporated therein, and any revisions thereof that may be made effective hereafter are hereby made applicable to and a part hereof by reference. ARTICLE VI Cancellation of Prior Contracts If this Agreement becomes effective as an executed service agreement, it shall supersede and cancel all prior gas sales agreements between the parties, including but not limited to Shipper's interest in the Gas Sales Agreement dated February 27, 1984 between Algonquin Gas Transmission Company as Buyer and National Fuel Gas Supply Corporation as Seller. ARTICLE VII Miscellaneous 1. No change, modification or alteration of this Agreement shall be or become effective until executed in writing by the parties hereto, and no course of dealing between the parties shall be construed to alter the terms hereof, except as expressly stated herein. 2. No waiver by any party of any one or more defaults by the other in the performance of any provisions of this Agreement shall operate or be construed as a waiver of any other default or defaults, whether of a like or of a different character. 3 Any company which shall succeed by purchase, merger or consolidation of the gas related properties, substantially as an entirety, of Transporter or of Shipper, 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 Agreement. Either party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to a company with which it is affiliated, but otherwise, no assignment of this Agreement or of any of the rights or obligations hereunder shall be made unless there first shall have been obtained the consent thereto in writing of the other party. Consent shall not be unreasonably withheld. 4. Except as herein otherwise provided, any notice, request, demand, statement or bill provided for in this Agreement, or any notice which either party may desire to give the other, shall be in writing and shall be considered as duly delivered when mailed by registered or certified mail to the Post Office address of the parties hereto, as the case may be, as follows: Transporter: National Fuel Gas Supply Corporation Gas Supply - Transportation Room 1200 10 Lafayette Square Buffalo, New York 14203 Shipper: Colonial Gas Company Attn: John P. Harrington, Vice President Gas Supply 40 Market Street P.O. Box 3064 Lowell, MA 01853 or at such other address as either party shall designate by formal written notice. Routine communications, including monthly statements, shall be considered as duly delivered when mailed by either registered, certified, or ordinary mail, electronic communication, or telecommunication. 5. Transporter and Shipper shall proceed with due diligence to obtain such governmental and other regulatory authorizations as may be required for the rendition of the services contemplated herein, provided that Transporter reserves the right to file and prosecute applications for such authorizations, any supplements or amendments thereto and, if necessary, any court review, in such manner as it deems to be in its best interest, including the right to withdraw the application or to file leadings and motions (including motions for dismissal). 6. This Agreement and the respective obligations of the parties hereunder are subject to all present and future valid laws, orders, rules and regulations of constituted authorities having jurisdiction over the parities, their functions or gas supply, this Agreement or any provision hereof. Neither party shall be held in default for failure to perform hereunder if such failure is due to compliance with laws, orders, rules or regulations of any such duly constituted authorities. 7. The subject headings of the articles of this Agreement are inserted for the purpose of convenient reference and are not intended to be a part of the Agreement nor considered in any interpretation of the same. 8. No presumption shall operate in favor of or against either party hereto as a result of any responsibility either party may have had for drafting this Agreement. 9. The interpretation and performance of this Agreement shall be in accordance with the laws of the State of Pennsylvania, without recourse to the law regarding the conflict of laws. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized personnel and attested by their respective Secretaries or Assistant Secretaries, the day any year first above written. NATIONAL FUEL GAS SUPPLY CORPORATION Transporter Attest: __________________ By:_______________________ Secretary President (Corporate Seal) COLONIAL GAS COMPANY Shipper Attest: Carol E. Elden By: John P. Harrington Secretary Vice President, Gas Supply (Corporate Seal) Appendix A Receipt Entitlements Colonial Gas Company (all Quantities in Dth) Upstream Receipts TGP Zone 4 Points 365 Zone 5 Points 224 Total Upstream Receipts 589 Total Receipt Entitlements 589 Available Receipt Points Meter Name Meter Number Line Designation Zone 5 points Clarence 2-0497 XM-2 Colden Storage 6-0003 T East Aurora 2-0077 X Hamburg (E. Eden) 2-0076 T,X Lewiston 2-0092 8 inch Mayville 2-0088 6 inch Nashville Storage 2-0243 RM-32 Pekin 2-0326 Z Sherman 2-0428 4 inch Zone 4 points Cochranton 2-0314 S-M2 Coudersport 2-0074 Y-M2 Cranberry Sales 2-0703 H Hebron Storage 6-0001 Storage Lamont 2-0072 K Mercer 2-0069 N-M44 Pettis 2-0071 H-M2 Rose Lake 2-0527 Y-M2 Russel City 2-0301 L Sharon 2-0496 N-M51 Townville 2-0390 4 inch Union City 2-0200 Q Wattsburg 2-0075 D-20 National-Camp 2-0767 200 leg Perry Sales Appendix B Available Delivery Points Meter Name Meter Number Line Designation Wharton 3261 YM7 [END OF EXHIBIT 10ww TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.XX 38 [EXHIBIT 10xx TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE PACKAGE NO. 2521 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 365 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of September, 1993, and shall remain in force and effect until the 1st day of November, 2000,("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: JOHN P. HARRINGTON BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY:____________________________ Agent and Attorney-in-Fact COLONIAL GAS CO BY: John P. Harrington TITLE: Vice President, Gas Supply DATE: October 20, 1993 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED September 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: September 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 2521 SERVICE PACKAGE TQ: 365 Dth [RECEIPT POINTS] Meter Number Meter Name Total Billable Quantity Quantity 001366 TRANSCONTINENTAL-UTOS EXCH 23 23 010031 UNION-E TEXAS PLT DEHYD 110 110 012013 TENNESSEE-SABINE RIVER TRANS 54 54 012100 ENSEARCH-KATY EXCHANGE 18 18 011366 CHEVRON VERMILION BLK 245E DE 160 160 [DELIVERY POINTS] 020069 NATIONAL-MERCER PA 365 365 020071 NATIONAL-PETTIS PA 365 365 020074 NATIONAL-COUDERSPORT PA 159 159 020075 NATIONAL-WATTSBURG PA 142 142 020200 NATIONAL-UNION CITY PA 142 142 020301 NATIONAL-RUSSELL CITY PA 53 53 020314 NATIONAL-COCHRANTON PA 365 365 NUMBER OF RECEIPT POINTS: 5 NUMBER OF DELIVERY POINTS: 7 [END OF EXHIBIT 10xx TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.YY 39 [EXHIBIT 10yy TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] 0003-LG SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AIT-1) This Agreement ("Agreement") is made and entered into this 15th day of September, 1993, by and between Algonquin Gas Transmission Company, a Delaware Corporation (herein called "Algonquin"), and Colonial Gas Company (herein called "Customer" whether one or more persons). W I T N E S S E T H : WHEREAS, under the superseded Rate Schedule T-LG, Algonquin transported gas received by displacement from Providence Gas Company ("Providence Gas"), which delivery by Providence Gas was accomplished by physical deliveries to Providence Gas from the storage facilities of Algonquin LNG, Inc. in Providence, Rhode Island; and WHEREAS, as a result of restructuring under Order No. 636, Rate Schedule T-LG has been superseded and replaced by service under Rate Schedule AIT-1 with the quantities being treated as "old interruptible service" for purposes of scheduling of service under Section 23 of the General Terms and Conditions; NOW, THEREFORE, in consideration of the premises and mutual agreements, herein contained, Algonquin and Customer do agree as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's Rate Schedule AIT-1, Algonquin agrees to receive from or for the account of Customer for transportation on an interruptible basis quantities of natural gas tendered by Customer on any date at the Point(s) of Receipt; provided, however, Customer shall not tender without the prior consent of Algonquin, at any Point of Receipt on any day a quantity of natural gas in excess of the applicable Maximum Daily Receipt Obligation for such Point of Receipt plus the applicable Fuel Reimbursement Quantity; and provided further that Customer shall not tender at all Point(s) of Receipt on any day or in any year a cumulative quantity of natural gas, in excess of the following quantities of natural gas plus the applicable Fuel Reimbursement Quantities: The Maximum Daily Transportation Quantity which, on any day, shall be equal to (i) the sum of the Maximum Daily Transportation Quantities for service under Customer's existing service agreements under firm rate schedules in Algonquin's FERC Gas Tariff minus (ii) the total quantity of gas actually scheduled for delivery to Customer under such rate schedules and the Backup SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AIT-1) ARTICLE I SCOPE OF AGREEMENT (Continued) Portion of Storage Demand under former Rate Schedules STB and SS-III on that day, as applicable. Customer's Maximum Daily Receipt Obligation shall equal Customer's Maximum Daily Transportation Quantity for each day; provided, however, that only quantities received by displacement from Providence Gas at the Providence Point of Receipt shall be treated as "old interruptible service" under Section 23.1 of the General Terms and Conditions; and The Maximum Annual Transportation Quantity, which is equal to the yearly aggregate of Customer's Maximum Daily Transportation Quantity. 1.2 Algonquin agrees to transport and deliver to or for the account of Customer at the Point(s) of Delivery and Customer agrees to accept or cause acceptance of delivery of the quantity received by Algonquin on any day, less the Fuel Reimbursement Quantity; provided, however, Algonquin shall not be obligated to deliver at any Point of Delivery on any day a quantity of natural gas in excess of the applicable Maximum Daily Delivery Obligation ("MDDO"). Customer's MDDO for each such Point of Delivery on any day shall be equal to (i) the sum of the MDDOs set forth in Customer's existing service agreements under firm rate schedules in Algonquin's FERC Gas Tariff minus (ii) the total quantity of gas actually scheduled for delivery to Customer at each such Point of Delivery under such rate schedules and the Backup Portion of Storage Demand under former Rate Schedules STB and SS-III, as applicable, on that day. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement shall become effective as of the date set forth hereinabove and shall continue in effect for a term ending May 31, 1994 ("Primary Term") and shall remain in force from month to month thereafter unless terminated by either party by written notice one year or more prior to the end of the Primary Term or any successive term thereafter. SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AIT-1) ARTICLE II TERM OF AGREEMENT (Continued) 2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due; provided Algonquin gives ten 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 Algonquin of such outstanding bill; provided that Algonquin shall not be entitled to terminate service pending the resolution of a disputed bill if Customer complies with the billing dispute procedure currently on file in Algonquin's tariff. ARTICLE III RATE SCHEDULE 3.1 Customer shall pay Algonquin for all services rendered hereunder and for the availability of such service under Algonquin's Rate Schedule AIT-1 as filed with the Federal Energy Regulatory Commission and as the same may be hereafter revised or changed. The rate to be charged Customer for transportation hereunder shall not be more than the maximum rate under Rate Schedule AIT-1, nor less than the minimum rate under Rate Schedule AIT-1. 3.2 This Agreement and all terms and provisions contained or incorporated herein are subject to the provisions of Algonquin's applicable rate schedules and of Algonquin's General Terms and Conditions on file with the Federal Energy Regulatory Commission, or other duly constituted authorities having jurisdiction, and as the same may be legally amended or superseded, which rate schedules and General Terms and Conditions are by this reference made a part hereof. 3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AIT-1, (b) Algonquin's Rate Schedule AIT-1, pursuant to which service hereunder is rendered or (c) any provision of the General Terms and Conditions applicable to Rate Schedule AIT-1. Algonquin agrees that Customer may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Algonquin's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a), (b), or (c) above are just and reasonable. SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE AIT-1) ARTICLE IV ADDRESSES Except as herein otherwise provided or as provided in the General Terms and Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered, certified, or first class mail to the post office address of the parties hereto, as the case may be, as follows: (a) Algonquin: Algonquin Gas Transmission Company 1284 Soldiers Field Road, Boston, MA 02135 Attn: John J. Mullaney Vice President, Marketing (b) Customer: Colonial Gas Company 40 Market Street, P. O. Box 3064 Lowell, MA 01853 Attn: John P. Harrington Vice President, Gas Supply or such other address as either party shall designate by formal written notice. ARTICLE V INTERPRETATION The interpretation and performance of the Agreement shall be in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction. ARTICLE VI AGREEMENTS BEING SUPERSEDED When this Agreement becomes effective, it shall supersede the following agreements between the parties hereto. Service Agreement executed by Customer and Algonquin under Rate Schedule T-LG dated November 1, 1984. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective agents thereunto duly authorized, the day and year first above written. ALGONQUIN GAS TRANSMISSION COMPANY By: /s/ John J. Mullaney Title: Vice President, Marketing COLONIAL GAS COMPANY By: /s/ John P. Harrington Title: Vice President, Gas Supply [EXHIBIT 10yy TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-10.ZZ 40 [EXHIBIT 10zz TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] SERVICE PACKAGE NO. 3894 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of October, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and COLONIAL GAS CO, a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 3,661 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of October, 1993, and shall remain in force and effect until the 31st day of October, 2000,("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash- out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: JAMES M. STEPHENS BILLING: COLONIAL GAS CO 40 MARKET STREET P.O. BOX 3064 LOWELL, MA 01852-3064 Attention: MARTIN DEBRUIN or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY: [executed through electronic bulletin board] Agent and Attorney-in-Fact COLONIAL GAS CO BY: [executed through electronic bulletin board] TITLE: ________________________ DATE: _________________________ GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED October 1st, 1993 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND COLONIAL GAS CO COLONIAL GAS CO EFFECTIVE DATE OF AMENDMENT: October 1st, 1993 RATE SCHEDULE: FT-A SERVICE PACKAGE: 3894 SERVICE PACKAGE TQ: 3,661 Dth [RECEIPT POINTS] Meter Number Meter Name Total Billable Quantity Quantity 020744 STA 542 POOLING POINT 3,661 3,661 [DELIVERY POINTS] Meter Number Meter Name Total Billable Quantity Quantity 020044 CNG-BRRUN CORNWELL W FA 3,661 3,661 NUMBER OF RECEIPT POINTS: 1 NUMBER OF DELIVERY POINTS: 1 [END OF EXHIBIT 10zz TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-13.A 41 ANNUAL REPORT-FINANCIAL STATEMENTS AND NOTES [EXHIBIT 13a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING DECEMBER 31, 1993] CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts) Year Ended December 31, 1993 1992 1991 Operating Revenues $166,261 $145,054 $137,719 Cost of gas sold 90,915 75,143 73,288 Operating Margin 75,346 69,911 64,431 Operating Expenses: Operations 32,748 31,481 29,764 Maintenance 5,631 5,477 5,124 Depreciation and amortization 6,831 5,914 5,488 Local property taxes 2,496 2,059 1,683 Other taxes 1,359 1,300 1,184 Total Operating Expenses 49,065 46,231 43,243 Income Taxes: Federal income tax 6,111 5,390 3,803 State franchise tax 1,280 1,139 963 Total Income Taxes 7,391 6,529 4,766 Utility Operating Income 18,890 17,151 16,422 Other Operating Income (Expense): Truck transportation revenues 7,558 9,799 8,087 Truck transportation expenses, including income taxes and interest (7,163) (9,622) (8,678) Truck Transportation Net Income(Loss) 395 177 (591) Other, net of income taxes (186) (141) (142) Total Other Operating Income(Expense) 209 36 (733) Non-Operating Income, Net of Income Taxes 1,064 922 769 Income Before Interest and Debt Expense 20,163 18,109 16,458 Interest and Debt Expense 8,141 7,466 8,141 Net Income $ 12,022 $ 10,643 $ 8,317 Average Common Shares Outstanding 7,931 7,728 7,529 Income per Average Common Share $ 1.52 $ 1.38 $ 1.10 Dividends Paid per Common Share $ 1.235 $ 1.213 $ 1.193 The accompanying notes are an integral part of these statements. [END OF CONSOLIDATED STATEMENTS OF INCOME] CONSOLIDATED BALANCE SHEETS Assets December 31, (In Thousands) 1993 1992 Utility Property: At original cost $260,570 $236,515 Accumulated depreciation (57,857) (52,700) Net Utility Property 202,713 183,815 Non-Utility Property - Net 3,235 4,039 Net Property 205,948 187,854 Capital Leases - Net 3,914 4,366 Current Assets: Cash and cash equivalents 5,482 4,433 Accounts receivable 16,156 18,535 Allowance for doubtful accounts (1,682) (1,187) Accrued utility revenues 7,170 5,492 Unbilled gas costs 16,759 18,881 Fuel inventory - at average cost 13,717 13,432 Materials and supplies - at average cost 3,812 3,868 Prepayments and other current assets 6,254 8,309 Total Current Assets 67,668 71,763 Deferred Charges and Other Assets: Unrecovered deferred income taxes 12,689 12,928 Unrecovered environmental costs incurred 4,062 3,119 Unrecovered environmental costs accrued 5,300 13,800 Unrecovered transition costs accrued 2,000 - Unrecovered pension costs 3,215 2,962 Excess cost of investments over net assets acquired 2,798 2,798 Other 4,524 3,332 Total Deferred Charges and Other Assets 34,588 38,939 Total Assets $312,118 $302,922 CONSOLIDATED BALANCE SHEETS Capitalization and Liabilities December 31, (In Thousands) 1993 1992 Capitalization: Common Equity: Common Stock $ 26,739 $ 26,122 Premium on Common Stock 45,799 42,133 Retained earnings 21,745 19,516 Total Common Equity 94,283 87,771 Long-Term Debt 87,432 90,750 Total Capitalization 181,715 178,521 Capital Lease Obligations 3,149 3,591 Current Liabilities: Current maturities of long-term debt 3,318 1,500 Current capital lease obligations 765 776 Notes payable 32,600 24,500 Gas inventory purchase obligations 15,233 14,741 Accounts Payable 12,161 12,543 Accrued interest 1,017 1,024 Pipeline refunds due customers 2,076 1,456 Accrued pipeline charges 305 911 Current deferred income taxes 2,212 4,323 Other current liabilities 3,726 2,793 Total Current Liabilities 73,413 64,567 Deferred Credits and Reserves: Deferred income taxes - Funded 23,395 19,054 Deferred income taxes - Unfunded 12,689 12,928 Deferred income taxes - Due customers 1,238 1,293 Accrued environmental costs 5,300 13,800 Accrued transition costs 2,000 - Unamortized investment tax credits 4,449 4,703 Pension reserve 3,586 3,331 Other deferred credits and reserves 1,184 1,134 Total Deferred Credits and Reserves 53,841 56,243 Total Capitalization and Liabilities $312,118 $302,922 The accompanying notes are an integral part of these statements. [END OF CONSOLIDATED BALANCE SHEETS] CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In Thousands) 1993 1992 1991 Cash Flows From Operating Activities: Net Income $12,022 $10,643 $ 8,317 Adjustments to reconcile net income to net cash: Depreciation and amortization 7,703 6,995 6,524 Deferred income taxes 2,139 6,264 2,176 Amortization of investment tax credits (255) (259) (273) Provision for uncollectible accounts 2,102 1,697 1,516 Other, net 190 832 893 23,901 26,172 19,153 Changes in current assets and liabilities: Accounts receivable 773 (5,133) (1,779) Accrued utility revenues (1,678) 1,366 (1,745) Unbilled gas costs 2,122 (9,183) (7,494) Fuel inventory (285) (1,664) 468 Materials and supplies 56 (199) 158 Prepayments and other current assets 2,055 (3,027) (557) Accounts payable (382) 35 1,499 Accrued interest (7) (135) (90) Pipeline refunds due customers 620 (20) (1,222) Accrued pipeline charges (606) (2,189) 3,100 Current deferred income taxes (2,111) 4,323 - Other current liabilities 933 (39) 1,076 Net Cash Provided by Operating Activities 25,391 10,307 12,567 Cash Flows From Investing Activities: Utility capital expenditures (25,703) (26,948) (16,685) Non-utility capital expenditures (453) (218) (629) Sale of non-utility assets 586 - - Change in deferred accounts (354) (4,781) 880 Net Cash Used in Investing Activities (25,924) (31,947) (16,434) Cash Flows From Financing Activities: Dividends paid on Common Stock (9,793) (9,379) (8,981) Issuance of Common Stock 4,283 4,286 2,776 Issuance of long-term debt - 45,000 - Retirement of long-term debt (1,500) (15,634) (6,628) Change in notes payable 8,100 (3,500) 15,900 Change in gas inventory purchase obligations 492 3,015 (1,554) Net Cash Provided by Financing Activitie 1,582 23,788 1,513 Net Increase (Decrease) in Cash and Cash Equivalents 1,049 2,148 (2,354) Cash and Cash Equivalents at Beginning of Year 4,433 2,285 4,639 Cash and Cash Equivalents at End of Year $ 5,482 $ 4,433 $ 2,285 Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest - net of amount capitalized $ 8,891 $8,390 $ 7,921 Income and state franchise taxes $ 4,939 $3,639 $ 2,455 The accompanying notes are an integral part of these statements. [END OF CONSOLIDATED STATEMENTS OF CASH FLOWS] CONSOLIDATED STATEMENTS OF COMMON EQUITY (In Thousands Except Per Share Amounts) Year ended December 31, 1993 1992 1991 Common Stock $3.33 par value; authorized 15,000 shares; outstanding, 8,030 in 1993, 7,844 in 1992, and 7,625 in 1991 Beginning of year $26,122 $25,391 $24,806 Issuance of Common Stock through Dividend Reinvestment and Common Stock Purchase Plan and three employee savings plans (186 shares in 1993, 219 shares in 1992 and 176 shares in 1991) 617 731 585 End of year $26,739 $26,122 $25,391 Premium on Common Stock Beginning of year $42,133 $38,578 $36,387 Issuance of Common Stock through Dividend Reinvestment and Common Stock Purchase Plan and three employee savings plans 3,666 3,555 2,191 End of year $45,799 $42,133 $38,578 Retained Earnings Beginning of year $19,516 $18,252 $18,916 Net income 12,022 10,643 8,317 Cash dividends on Common Stock ($1.235 a share in 1993, $1.213 a share in 1992 and $1.193 a share in 1991) (9,793) (9,379) (8,981) End of year $21,745 $19,516 $18,252 Total Common Equity $94,283 $87,771 $82,221 The accompanying notes are an integral part of these statements. [END OF CONSOLIDATED STATEMENTS OF COMMON EQUITY] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A: Summary of Significant Accounting Policies Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany items have been eliminated in consolidation. Utility Regulation - The Company's utility operations are subject to regulation by the Massachusetts Department of Public Utilities (DPU) with respect to rates charged for natural gas sales and transportation, among other things. The Company's policies conform with generally accepted accounting principles, as applied to regulated public utilities. Utility Property and Non-Utility Property - Utility property and non-utility property are stated at original cost, including labor, materials, taxes and overheads. The amount of interest capitalized as a component of construction overheads amounted to $227,000, $181,000 and $156,000 in 1993, 1992 and 1991, respectively. The original cost of depreciable utility property retired, together with the cost of removal, net of salvage, is charged to accumulated depreciation. Depreciation applicable to the Company's utility property in service is calculated in accordance with depreciation rates as approved by the DPU. The composite depreciation rate was approximately 2.91% through October 31, 1993, which was increased to approximately 3.77% effective with a rate increase as approved by the DPU on November 1, 1993. The composite depreciation rate is applied to the utility property balance at the beginning of each year. Depreciation on non-utility property is computed by various methods. Operating Revenues - Operating revenues are accrued based upon the amount of gas delivered to utility customers through the end of the accounting period. Accrued utility revenues of $7,170,000 and $5,492,000, as reported in the Consolidated Balance Sheets at December 31, 1993 and 1992, respectively, represent the accrual of unbilled operating revenues net of related gas costs. The Company's policy is to record lost margins and financial incentives relating to the Company's demand side management programs as revenue when earned by the Company and approved by the DPU. No lost margins or incentives have been recorded to date. Unbilled Gas Costs - The Company charges or credits its utility customers for increases or decreases in gas costs from those reflected in its base tariffs by applying a cost of gas adjustment clause (CGAC). In accordance with the CGAC, any under or over recoveries of gas costs are charged or credited to the unbilled gas cost account and recorded as a current asset or liability. Such under or over recoveries are collected or refunded, with interest accrued at the prime rate, in subsequent periods. Unbilled gas costs as of December 31, 1993 includes $305,000 of accrued pipeline charges relating to restructured gas supply contracts. It also includes $2,833,000 of transition costs that have been paid but not yet recovered from utility customers (see Note I). Pipeline Refunds Due Customers - The Company periodically receives refunds from interstate pipeline companies related to rate adjustments ordered by the Federal Energy Regulatory Commission (FERC). All of the refunds are returned to utility customers under methods approved by the DPU. Excess Cost of Investments over Net Assets Acquired - This asset arose principally from the pre-1971 acquisitions of utility operations. No amortization has been provided since, in the opinion of management, there has been no diminution in value of the applicable investments. Income Taxes - The Company records deferred income taxes for the income tax effect of the difference between book and tax depreciation and all other temporary book and tax differences, in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109). Unamortized investment tax credits, which were allowed under Federal income tax laws prior to 1987, have been deferred and are being amortized as a credit to income tax expense over the estimated service lives of the corresponding assets. Interest and Debt Expense - Interest and debt expense includes interest on long-term debt, interest on short-term notes payable and regulatory interest. As approved by the DPU, regulatory interest is interest expense or income charged or credited on regulatory assets or liabilities. Pension Plans - The Company and its subsidiaries have defined benefit pension plans covering substantially all employees. These include two qualified union plans, one qualified plan for non- union employees, and various unqualified individual deferred compensation agreements covering certain key employees and retirees. The Company's funding policy is to contribute annually an amount at least equal to the normal cost plus a 30-year amortization of the unfunded actuarially calculated accrued liability and additional contributions to fund the unqualified individual deferred compensation plans. Cash and Cash Equivalents - For the purposes of the Consolidated Balance Sheets and Statements of Cash Flows, the Company considers cash investments with an original maturity of three months or less to be cash equivalents. Note B: Federal Income Tax During 1992, the Company adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109). During 1991, the Company recorded deferred income taxes under Statement of Financial Accounting Standards No. 96 "Accounting for Income Taxes" (SFAS 96). The adoption of SFAS 109 had no significant impact on the Company's financial statements. SFAS 109 requires, among other things, the recording of cumulative deferred income taxes on all temporary timing differences. Prior to October 1981 as approved by the DPU, the Company did not record deferred income taxes but rather "flowed through" tax benefits to utility customers. At December 31, 1993, the Company has a liability of $12,689,000 on the Consolidated Balance Sheet as Deferred Income Taxes - Unfunded and a corresponding unrecovered deferred charge. The liability represents the tax effect of pre-1981 timing differences for which deferred income taxes had not been provided, increased in accordance with SFAS 109 for the tax effect of future revenue requirements. The Company is recovering these unfunded deferred taxes from utility customers over the remaining book life of utility property. The Company has a liability (Deferred Income Taxes- Due Customers) of $1,238,000 at December 31, 1993, representing the amount of pre-July 1, 1987 deferred income taxes that were recorded in excess of the current Federal statutory income tax rate. This amount is being returned to utility customers over the remaining book life of utility property. Federal income tax expense is comprised of the following components: Year Ended December 31, (In Thousands) 1993 1992 1991 Charged (credited) to operations: Current $5,191 $(362) $2,348 Deferred: Unbilled gas costs (1,753) 3,590 - Accelerated depreciation 2,157 2,092 1,727 Cost of removal 190 149 138 Construction contribution - - (343) Environmental response costs (33) (223) (175) Pension 141 131 110 Recovery of unfunded deferred taxes 556 578 572 Miscellaneous (93) (316) (311) Amortization of investment tax credits (245) (249) (263) Total 6,111 5,390 3,803 Charged (credited) to other income 578 486 (90) Total Federal income tax expense $6,689 $5,876 $3,713 The effective Federal income tax rate and the reasons for the difference from the statutory Federal income tax rate are as follows: 1993 1992 1991 Statutory Federal income tax rate 35% 34% 34% Increases (reductions) in taxes resulting from: Amortization of investment tax credits (1) (2) (2) Construction contribution - - (3) Recovery of unfunded deferred taxes 3 4 5 Miscellaneous items (1) - (3) Effective Federal income tax rate 36% 36% 31% Temporary differences which gave rise to the following deferred tax assets and liabilities at December 31, 1993 are: (In Thousands) Deferred Tax Assets (Liabilities) Construction contributions $ 1,176 Other 940 Total deferred tax assets 2,116 Accelerated depreciation (32,333) Cost of removal (2,105) Unbilled gas costs (2,212) Environmental response costs (1,634) Other (2,128) Total deferred tax liabilities (40,412) Total deferred taxes $ (38,296) Note C: Capital Stock As a result of the 3 for 2 stock split effective July 29, 1992, the par value of the Company's Common Stock changed from $5.00 per share to $3.33 per share. Also during 1992, the number of authorized shares was increased from 8,000,000 to 15,000,000. Pursuant to the Company's dividend reinvestment and common stock purchase plan, stockholders can automatically reinvest their cash dividends and can invest optional limited amounts of cash payments in newly issued shares. The Company has authorized and unissued 547,559 shares of Class A Preferred Stock, $25 par value, of which 100,000 shares have been designated a Junior Preferred Stock series and reserved for issuance under the Rights Plan described below, and 370,000 shares of Class B Preferred Stock, $1 par value. On November 9, 1993, the Company's Board of Directors adopted a Shareholder Rights Plan (the "Rights Plan") and declared a dividend distribution of one share purchase right (a "Right") for each outstanding share of the Company's Common Stock, to stockholders of record on December 1, 1993. Each Right entitles the holder to purchase one one-hundredth of a share of the Company's Series A-1 Junior Participating Preferred Stock, par value $25 per share, at a price of $60 per share, subject to adjustment. The exercise of the Rights is subject to obtaining DPU approval. The description and terms of the Rights are set forth in a Rights Agreement between the Company and The First National Bank of Boston. The Rights attach to each outstanding share issued and to be issued and expire on December 1, 2003. The Rights do not carry voting or dividend rights, have no dilutive effect and do not impact the earnings of the Company. The Rights only become exercisable, or separately transferable, 10 days after a person or group acquires, or announces an intention to acquire, beneficial ownership of 20% or more of the Company's Common Stock. The Rights are redeemable by the Board at a price of $.01 per Right, at any time prior to the earliest of the expiration of ten days after the acquisition by a person or group of beneficial ownership of 20% or more of the Company's Common Stock; and the final expiration date. Note D: Retained Earnings The Company's ability to pay dividends on its Common Stock from retained earnings is restricted by the first mortgage bond indenture and by the bank line of credit. Under the most restrictive covenant, approximately $15,776,000 of retained earnings was available to pay dividends on Common Stock as of December 31, 1993. Note E: Long-Term Debt The composition of long-term debt is as follows: December 31, (In Thousands) 1993 1992 First mortgage bonds: 14.00% Series CC due 1999 $ 2,750 $ 3,250 8.86% Series CD due 2001 8,000 9,000 9.40% Series CE due 1997 15,000 15,000 10.25% Series CF due 2004 20,000 20,000 8.05% Series CG due 1999 20,000 20,000 8.80% Series CH due 2022 25,000 25,000 Total 90,750 92,250 Less: Long-term debt due within one year 3,318 1,500 Total long-term debt $ 87,432 $ 90,750 The aggregate amount of maturities and sinking fund requirements for the years 1994, 1995, 1996, 1997, and 1998 are $3,318,000, $8,318,000, $8,318,000, $8,318,000, and $3,318,000, respectively. In addition to these normal sinking fund requirements, the Company will have the option to call all or a portion of the Series CC first mortgage bonds on or after June 15, 1994. The first mortgage bonds are collateralized by utility property. The Company's first mortgage bond indenture includes, among other provisions, limitations on the issuance of long-term debt, leases and the payment of dividends from retained earnings. Note F: Short-Term Debt In June 1993, the Company established a one-year bank line of credit of $60,000,000 with a consortium of five banks to replace its expiring $50,000,000 bank line of credit. The bank line of credit allows the Company to borrow on a demand basis up to $60,000,000, less whatever amount has been borrowed through the Company's gas inventory trust (described below). The line of credit allows the Company the option to borrow under four alternative rates: prime rate, certificate of deposit rate, eurodollar rate (LIBOR), and a competitive bid option. At December 31, 1993, the credit available under the bank line of credit was $12,167,000. The weighted average interest rates for the Company's short-term debt were 3.64% and 3.76% at December 31, 1993 and 1992, respectively. The Company has an agreement with a single-purpose Massachusetts trust, the Company's gas inventory trust, under which the Company sells supplemental gas inventory to the trust at the Company's cost. The Company's agreement with the trust requires it to repurchase such inventory at cost when needed and reimburse the trust for expenses incurred to finance the gas inventory. The trust finances such purchases of inventory by borrowing under a bank line of credit with a maximum borrowing commitment of $30,000,000 that is complementary to and on similar terms as the Company's bank line of credit described above. The DPU has approved the inventory trust arrangement and has permitted the cost of such gas inventory, including fees and financing costs, to be recovered through the Company's CGAC. During 1993, 1992 and 1991 approximately $390,000, $433,000 and $671,000, respectively, of financing costs were incurred by the trust. Note G: Lease Obligations The Company leases certain facilities and equipment used in its operations. In accordance with accounting for regulated public utilities, the Company has capitalized certain of these leases and reflects lease payments as rental expense in the periods to which they relate. This capitalization has no impact on the Company's net income. Assets held under capital leases amounted to approximately $7,475,000 and $8,329,000 at December 31, 1993 and 1992, respectively. Accumulated amortization on assets held under capital leases amounted to approximately $3,561,000 and $3,963,000 at December 31, 1993 and 1992, respectively. The most significant agreements which meet the criteria for capital lease classification are a lease which expires in 1998 for a liquefied natural gas storage tank in South Yarmouth, Massachusetts and a lease which expires in 2002 for office facilities in Lowell, Massachusetts. Both leases have fair market renewal options at the end of their initial terms. Total rental expense for the years 1993, 1992 and 1991 approximated $1,808,000, $1,984,000 and $2,163,000, respectively. At December 31, 1993, the future minimum payments (including interest) under the Company's lease agreements are: $1,069,000 in 1994; $917,000 in 1995; $719,000 in 1996; $572,000 in 1997; $389,000 in 1998; and $882,000 thereafter. Note H: Employee Benefit Plans Savings Plans - The Company sponsors three employee 401(k) Savings Plans. The Company's matching contribution, exclusive of plan administration costs, was $418,000, $316,000 and $291,000 for 1993, 1992 and 1991, respectively. Pension Plans - The Company and its subsidiaries have various defined benefit pension plans covering substantially all employees. Net periodic pension cost is comprised of the following components: Year Ended December 31, (In Thousands) 1993 1992 1991 Benefits earned during the period $ 1,031 $ 958 $ 752 Interest cost on projected benefit obligation 2,690 2,500 2,093 Actual return on plan assets (2,656) (469) (7,839) Net amortization and deferral 325 (1,760) 6,276 Net periodic pension cost $1,390 $1,229 $1,282 Assumptions used in actuarial calculations were as follows: Year Ended December 31, 1993 1992 1991 Weighted average discount rate 7.25% 8.00% 8.00% Future compensation increases 5.00% 5.50% 5.50% Expected long-term rate of return on assets 9.00% 9.00% 9.00% The funded status of the plans at December 31, 1993 and 1992 is as follows: 1993 1992 Assets Accumulated Assets Accumulated Exceed Benefits Exceed Benefits Accumulated Exceed Accumulated Exceed (In Thousands) Benefits Assets Benefits Assets Projected benefit obligations: Vested $(23,689) $(9,208) $(19,728) $(8,287) Nonvested (562) (356) (420) (414) Accumulated (24,251) (9,564) (20,148) (8,701) Due to recognition of future salary increases (5,665) (6) (4,978) - Total (29,916) (9,570) (25,126) (8,701) Plan assets at fair 28,250 5,186 26,226 4,799 value Projected benefit obligation (in excess of) less than plan assets (1,666) (4,384) 1,100 (3,902) Unrecognized net loss (gain) 1,695 909 (1,203) 281 Unrecognized transition amount 2,818 2,312 2,665 2,681 Additional liability accrued - (3,215) - (2,962) Prepaid (accrued) pension costs $2,847 $(4,378) $2,562 $(3,902) Assets of the employee benefit plans are invested in domestic and international equities, medium-term domestic fixed income securities, international fixed income securities and other short- term debt instruments. Postretirement Life and Health Benefit Plan - The Company sponsors a postretirement benefit plan that covers substantially all employees. The plan provides medical, dental and life insurance benefits. The plan is contributory for retirees, with respect to postretirement medical and dental benefits; the plan is noncontributory with respect to life insurance benefits. During 1993, the Company adopted Statement of Financial Accounting Standards No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). Prior to 1993, expense was recognized when benefits were paid, which was $148,000 and $168,000 in 1992 and 1991, respectively. In accordance with SFAS 106, the Company began recording the cost for this plan on an accrual basis for 1993. As permitted by SFAS 106, the Company will record the transition obligation over a twenty- year period. The Company's cost under this plan for 1993 was $817,000. A regulatory asset of $431,000 has been recorded, leaving a net expense of $386,000. This regulatory asset represents the excess of postretirement benefits on the accrual basis over the paid amounts for the period of January 1, 1993 until November 1, 1993, the effective date of the DPU's approval of the Company's new rates. Currently, the DPU allows Massachusetts utilities to recover the tax deductible portion of these postretirement benefits. Beginning in 1990, the Company has funded a portion of these costs through the combination of a trust under Section 501(c)(9) of the Internal Revenue Code and separate accounts of the trust under Section 401(h) of the Internal Revenue Code. The Company is currently funding an amount each year equal to the maximum tax deductible amount. The following table sets forth the Plan's funded status reconciled with the amounts recognized in the Company's financial statements at December 31, 1993: (In Thousands) Accumulated postretirement benefit obligation: Retirees $(2,523) Fully eligible active plan participants (1,629) Other active plan participants (2,388) (6,540) Plan assets at fair value 2,940 Accumulated postretirement benefit obligation in excess of plan assets (3,600) Unrecognized net (gain) from past experience different from that assumed and from changes in assumptions (60) Unrecognized transition obligation 5,123 Prepaid postretirement benefit cost $1,463 Net periodic postretirement benefit cost for 1993 included the following components: (In Thousands) Service cost - benefits attributable to service during the period $ 268 Interest cost on accumulated postretirement benefit obligation 478 Actual return on plan assets (202) Net amortization and deferral 273 Net periodic postretirement benefit cost 817 Regulatory asset (431) Net expense $ 386 For measurement purposes, a 9% (8% for medical costs after age 65 and 4.5% for dental costs) annual rate of increase in the per capita cost of covered health care benefits was assumed for 1994; the rate for medical costs was assumed to decrease gradually to 5% for 2001 (to 4.5% for 2004 for medical costs after age 65) and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. To illustrate, increasing the assumed health care cost trend rates by 1% point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1993 by $935,000 and the aggregate of the service and the interest cost components of net periodic postretirement benefit cost for 1993 by $124,000. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25%. The expected long-term rate of return on plan assets was 9% for assets in the Section 401(h) accounts and, after estimated taxes, was 6% for assets in the Section 501(c)(9) trust. Postemployment Benefits - The Company plans to adopt prospectively for 1994 Statement of Financial Accounting Standards No. 112 "Employer's Accounting for Postemployment Benefits" (SFAS 112). This statement requires accrual accounting for benefits to former or inactive employees after employment but before retirement. The adoption of SFAS 112 should not have a significant effect on the Company's results of operations. Note I: Other Commitments Long-Term Obligations - The Company has contracts, which expire at various dates through the year 2012, for the acquisition of gas supplies and the storage and delivery of natural gas stored underground. The contracts contain minimum payment provisions which correspond to gas purchases that, in the opinion of management, are not in excess of the Company's requirements. Based on current rates, the minimum payments under these contracts total $518,000,000 through the year 2012, of which approximately $48,000,000 is due during each of the next five years. FERC Order No. 636 Transition Costs - As a result of FERC Order 636, several of the Company's interstate pipeline service providers have been required to unbundle their supply and transportation services. This unbundling has caused the interstate pipeline companies to incur substantial costs in order to comply with Order 636. These transition costs include four types: (1) unrecovered gas costs (gas costs that have been incurred but not yet recovered by the pipelines when they were providing bundled service to local distribution companies); (2) gas supply realignment costs (the cost of renegotiating existing gas supply contracts with producers); (3) stranded costs (unrecovered costs of assets that can not be assigned to customers of unbundled services); and (4) new facilities costs (costs of new facilities required to physically implement Order 636). Pipelines are expected to be allowed to recover prudently incurred transition costs from customers such as the Company, primarily through a demand charge, after approval by FERC. The Company's transition cost liabilities are estimated to range from $5,100,000 to $12,000,000. Through December 31, 1993, the Company has paid $3,100,000 of transition costs. The Company is recovering these costs from its customers, as approved by the DPU. As of December 31, 1993, the Company has recorded on the balance sheet a long-term liability of $2,000,000 ("Accrued Transition Costs") and based upon rate recovery, has recorded a regulatory asset of $2,000,000 ("Unrecovered Transition Costs Accrued"). Actual transition costs to be incurred depends on various factors, and therefore future costs may differ from the amounts discussed above. Note J: Contingencies Working with the Massachusetts Department of Environmental Protection, the Company is engaged in site assessments and evaluation of remedial options for contamination that has been attributed to the Company's former gas manufacturing site and at various related disposal sites. During 1990, the DPU ruled that Colonial and eight other Massachusetts gas distribution companies can recover environmental response costs related to former gas manufacturing operations over a seven-year period, without carrying costs, through the CGAC. Through December 31, 1993, the Company had incurred $7,750,000 of environmental response costs related to these sites, $1,521,000 for the former gas manufacturing site and $6,229,000 for the related disposal sites. The Company expects to continue incurring costs arising from these environmental matters. As of December 31, 1993 the Company has recorded on the balance sheet a long-term liability of $5,300,000 representing estimated future response costs relating to these sites based on the Company's preferred methods of remediation; of this amount $2,200,000 relates to the gas manufacturing site. Based upon the DPU order approving rate recovery of environmental response costs, a regulatory asset of $5,300,000 has been recorded on the balance sheet ("Unrecovered Environmental Costs Accrued"). This amount has decreased from the prior year estimate based upon the completion of certain remedial actions and a lower expectation of future costs due to changes in environmental regulations and a better understanding of on-site exposures. Actual environmental response costs to be incurred depends on various factors, and therefore future costs may differ from the amount currently recorded as a liability. As of December 31, 1993, the Company had settled claims relating to this matter with all liability insurers and other known potentially responsible parties ("PRP"), except for one. The Company expects to receive $250,000 in 1994 from that PRP. In accordance with the DPU order referred to above, half the costs incurred in pursuing insurers and other PRP are recovered from the ratepayers through the CGAC and half are initially borne by the Company. Also, per this order, any insurance and other proceeds are applied first to the Company's costs of pursuing recovery from insurers and other PRP, with the remainder divided equally between the ratepayers and shareholders. The table below summarizes the environmental response costs incurred and insurance and other proceeds received relating to these environmental response costs: (In Thousands) Insurance and Other Proceeds Response Costs Recorded as Recovered Period Returned Non-Operating from of Rate to Income Year Incurred Customers Recovery Customers Net of Taxes 1988 $ 853 $ 488 1990-1997 - - 1989 4,031 2,303 1990-1997 - - 1990 639 274 1991-1998 - - 1991 374 107 1992-1999 $ 851 $ 525 1992 617 88 1993-2000 1,121 673 1993 1,236 - 1994-2001 469 290 Total $7,750 $3,260 $2,441 $1,488 Note K: Fair Value of Financial Instruments In accordance with Statement of Financial Accounting Standards No. 107 "Disclosures About Fair Values of Financial Instruments", the following methods and assumptions were used to estimate the fair value for the following financial instruments: Cash and Cash Equivalents and Short-term Debt - The carrying amount approximates fair value. Long-Term Debt - The fair value of long-term debt is estimated based on the rates available to the Company at the end of each respective year for debt of the same remaining maturities. The carrying amount of long-term debt (including current maturities) was $90,750,000 and $92,250,000 as of December 31, 1993 and 1992, respectively. The fair value of long-term debt was $104,562,000 and $101,440,000 as of December 31, 1993 and 1992, respectively. Under current regulatory treatment, any premiums paid to refinance long-term debt, would be recovered over the life of the new debt, and would not have a significant impact on the Company's results of operations. Note L: Quarterly Financial Data (Unaudited) (In Thousands Except Per Share Amounts) Income Utility (Loss) Per Operating Net Average Dividends Operating Income Income Common Paid Per Quarter Ended Revenues (Loss) (Loss) Share Share 1993 December 31 $55,289 $8,780 $6,945 $ .87 $.310 September 30 12,259 (2,738) (3,722) (.47) .310 June 30 20,587 (1,417) (3,235) (.41) .310 March 31 78,126 14,265 12,034 1.53 .305 1992 December 31 $50,261 $7,547 $5,568 $ .71 $.305 September 30 12,458 (2,713) (3,922) (.51) .305 June 30 18,251 (1,838) (3,614) (.47) .303 March 31 64,084 14,155 12,611 1.65 .300 In the opinion of management, the quarterly financial data includes all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of such information. The Company typically reports profits during the first and fourth quarters of each year while incurring losses during the second and third quarters. This is due to significantly higher natural gas sales during the colder months to satisfy customers' heating needs. Note M: Reclassifications Certain amounts in the prior years have been reclassified to conform with the 1993 financial statement presentation. [END OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS] REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Shareholders of Colonial Gas Company We have audited the accompanying consolidated balance sheets of Colonial Gas Company and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, cash flows, and common equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Colonial Gas Company and subsidiaries as of December 31, 1993 and 1992, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. As discussed in Note H to the Consolidated Financial Statements, in 1993 the Company changed its method of accounting for postretirement benefits other than pensions. Boston, Massachusetts January 18, 1994 [END OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS] MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net Income and Dividends Net income was $12,022,000 or $1.52 per common share in 1993 compared to $10,643,000 or $1.38 per common share in 1992, and $8,317,000 or $1.10 per common share in 1991. Net income was impacted by significantly colder-than-normal temperatures in 1993 and 1992 and significantly warmer-than-normal temperatures in 1991, which is summarized as follows: 1993 1992 1991 Percent colder (warmer) than normal Peak Season (January - April and November - December) 8.0% 2.6% (8.1)% Off-Peak Season (May - October) 3.7% 17.9% (15.4)% Year Average 7.3% 4.8% (9.2)% Percent colder (warmer) than prior year Peak Season (January - April and November - December) 5.2% 11.7% 3.2% Off-Peak Season (May - October) (12.1)% 39.4% (12.6)% Year Average 2.4% 15.5% 0.7% Other items which had an impact on net income are discussed in the following sections. Dividends per common share were $1.235 in 1993, $1.213 in 1992 and $1.193 in 1991. The Company has paid dividends for 57 consecutive years, and has increased dividends each year for the past fourteen years. Operating Revenues Operating revenues were $166,261,000 in 1993, $145,054,000 in 1992 and $137,719,000 in 1991. Operating revenues are impacted by the volumes of gas sold and transported, changes in base rates, as approved by the Massachusetts Department of Public Utilities (DPU), and the pass-through of gas costs to customers via a cost of gas adjustment clause (CGAC). The volumes of gas sold are affected by fluctuations in weather and the number of customers being served. Firm customers increased by 11,239 over the last three years, an increase of 9.3%, which increase has added to sales volume. The chart below summarizes volumes of gas sold and transported and firm customers: 1993 1992 1991 Gas sold (In MMcf) Firm 18,935 18,542 16,689 Interruptible 1,030 1,508 1,631 Gas transported Firm 4,163 1,997 1,133 Interruptible 4,026 2,820 3,352 Total gas sold and transported (In MMcf) 28,154 24,867 22,805 Firm Customers 132,188 127,965 123,185 Operating revenues increased $21,207,000, or 14.6%, from 1992 to 1993. This increase resulted primarily from weather that was colder than the prior year, a growing customer base and a 4.9% rate increase effective November 1, 1993. Temperatures were 2.4% colder than the comparable 1992 period and 7.3% colder than normal. This cooler weather pattern, together with continued customer growth, helped raise firm gas sales by 2.1% or 393,000 Mcf. Operating revenues increased $7,335,000, or 5.3%, from 1991 to 1992. This increase resulted primarily from weather that was colder than the prior year and a growing customer base. Temperatures were 15.5% colder than the comparable 1991 period and 4.8% colder than normal. This cooler weather pattern, together with continued customer growth, helped raise firm gas sales by 11.1% or 1,853,000 Mcf. Cost of Gas Sold Average cost of gas sold per Mcf was $4.53 in 1993, $3.73 in 1992 and $3.98 in 1991. Cost of gas sold is based upon the sales volumes, the price and mix of gas purchased and used to satisfy demand, and profits on interruptible sales, which flow back to the customers as a credit through the CGAC. The Company distributes natural gas purchased under long-term contracts as well as gas purchased on the spot market. The following table summarizes the sources of gas purchased by the Company: (In MMcf) 1993 1992 1991 Gas purchased Pipeline firm 9,804 8,292 5,053 Pipeline spot 5,179 8,341 9,604 Underground storage 3,501 2,666 3,018 LNG/Other 1,832 1,668 999 Total gas purchased 20,316 20,967 18,674 Underground storage consists primarily of spot gas purchased and injected into storage during the summer and fall for use during the following winter. Operating Expenses Operations expense was $32,748,000 in 1993, an increase of $1,267,000 or 4.0%, from 1992, and $31,481,000 in 1992, an increase of $1,717,000, or 5.8%, from 1991. The increase in 1993 was primarily due to increased labor and medical insurance costs and and an increase in bad debt expense. The majority of the increase in 1992 was the result of increased labor and medical insurance costs. Maintenance expense increased $154,000, or 2.8%, in 1993 from 1992 and increased $353,000, or 6.9%, in 1992 from 1991. Depreciation and amortization expense increased 15.5% or $917,000 in 1993 and 7.8% or $426,000 in 1992. The increase in 1993 was primarily due to an increase in utility property and to increased depreciation rates as a result of the Company's 1993 rate order. The increase in 1992 was the result of an increase in utility property. Local property and other taxes increased 14.8% in 1993 from 1992 and 17.2% in 1992 from 1991 due to higher property and payroll taxes, and additional property subject to property taxes. Income Taxes Total Federal income and state franchise taxes increased 13.2% or $862,000 in 1993 and 37% or $1,763,000 in 1992 as a result of a higher level of income. Other Operating Income (Expense) Other operating income (expense), net of income taxes was $209,000 in 1993, $36,000 in 1992 and $(733,000) in 1991. Other operating income includes results from the Company's wholly-owned energy trucking subsidiary (Transgas) and appliance sales. Transgas' improved financial results in 1993 are attributable to the closing of its unprofitable bulk cement trucking operation during the first half of the year. The closing of this operation permitted Transgas to reduce overhead expenses. In addition, trucking equipment associated with this operation were sold at prices exceeding net book value. Transgas' LNG transportation revenue increased due to renewed demand from natural gas distribution companies as a result of colder than normal weather throughout the Northeast during the winter of 1992/1993. However, this increase was more than offset by the decline in its portable pipeline business. Transgas returned to profitability in 1992 after a loss in 1991 due to more normal weather, which increased demand for supplemental fuels throughout the region. In addition, portable pipeline sales rose dramatically in 1992 due to increases in construction and maintenance projects by pipeline companies. Factors affecting the future financial results of Transgas include the amount of liquefied natural gas ("LNG") used by local distribution companies throughout the northeast United States to satisfy requirements of their customers; the price of domestic and Canadian natural gas compared to imported LNG; and the level of construction and major maintenance projects of interstate pipeline companies which drives the demand for portable pipeline services. Non-Operating Income Non-operating income, net of income taxes, was $1,064,000 in 1993, $922,000 in 1992 and $769,000 in 1991. Non-operating income includes interest income and miscellaneous other income. Included in non-operating income were recoveries of $290,000, $673,000 and $525,000 in 1993, 1992 and 1991, respectively, resulting from settlements reached with insurers and other potentially responsible parties relating to enviromental response costs as described under "Environmental Matters". Also included in non- operating income for 1993 is an insurance recovery of $509,000 relating to a line of business that was discontinued in 1979. Interest and Debt Expense Interest and debt expense increased 9.0% in 1993 and decreased 8.3% in 1992. The increase in 1993 was due to the issuance of $45 million of long-term debt in June 1992 partially offset by a decrease in interest expense on regulatory assets and decreased levels of short-term debt and lower short-term interest rates. The decrease in 1992 was primarily due to reduced levels of long-term debt during the first six months of the year and a decrease in interest expense on regulatory assets, offset by increased levels of short-term debt. Effects of Inflation Inflation generally has a negative impact upon the Company's profitability since the rates charged to the Company's utility customers, excluding changes in the cost of gas sold, cannot be increased without formal proceedings before the DPU. Changes in the cost of gas sold are automatically reflected in customer rates pursuant to semi-annual adjustments under the CGAC. In the absence of authorized rate increases, the Company must look to increased productivity and higher sales volumes to offset inflationary increases in its other costs of operations. The present regulatory process permits the Company to earn a rate of return based on the historical cost of utility property without recognition to the current replacement cost. The Company's policy is to file for an increase in rates only when increases in productivity and customers are not sufficient to counteract the impact of inflation. Regulatory Matters During 1990, the DPU ruled that the Company and eight other Massachusetts gas distribution companies can recover environmental response costs related to former gas manufacturing operations through the CGAC as described under "Environmental Matters". In August 1992, the DPU approved the second phase of the Company's demand side management program. When completed this program is expected to save over $15 million in gas costs that would have been incurred over the lives of the installed conservation measures. In order to achieve these savings, Colonial is investing $8 million over a two-year period in customer conservation measures such as insulation, heating systems controls and water heating conservation devices. As a result, Colonial expects to reduce customer bills by a net $7 million from the levels they would have been at if no conservation occurred. Colonial has been authorized by the DPU to fully recover all costs associated with the program through the CGAC. In addition, the Company is also authorized to recover the margins lost as a result of this program and, if certain milestones are met, to receive an additional financial incentive of up to $400,000. In January 1994, the Company filed a request with the DPU to extend the operation of this program from September 1994 until September 1995. A ruling is expected shortly. In October 1992, the Company received authorization from the DPU to extend natural gas service into the Town of Eastham, Massachusetts. Eastham, located at the eastern end of Cape Cod, provides Colonial with new growth opportunities. Colonial believes that there are 5,000 homes and businesses in Eastham that currently utilize other fuels such as oil, electricity and propane which present opportunities for natural gas conversions. The Company has added 104 customers in the town since facilities were constructed in the fourth quarter of 1992. In November 1992, the DPU approved Colonial's request for two new rate schedules which are designed to overcome equipment cost disadvantages that existed in the natural gas air conditioning and small scale cogeneration markets. By reducing , if not eliminating, these cost disadvantages, the Company expects to increase sales into these markets and increase the usage of its distribution system during off peak periods. The Company has used these new rate schedules to make proposals to potentially large customers and expects to continue to pursue this new market opportunity in 1994. In April 1993, the Company applied for a $10.75 million or 7.87% increase in its base rates. This was only the second base rate increase requested by Colonial since 1984. Effective November 1, 1993, the Company received DPU approval of a settlement agreement that called for a base rate increase designed to produce additional revenues of $6.7 million or 4.9% annually. In addition to this rate increase, the DPU approved a proposal to expand the eligibility criteria for Colonial's discount rate to be applied to low-income residential heating customers. The table below summarizes the Company's recent rate activity: Results of the Company's Request to Increase Base Revenue Requested Approved Date Effective Amount Percentage Amount Percentage November 1, 1984 $ 4.30 million 3.73% $2.8 million 2.4% November 1, 1990 $12.80 million 9.86% $7.9 million 5.6% November 1, 1993 $10.75 million 7.87% $6.7 million 4.9% In response to new marketing opportunities which may result from the Federal Energy Regulatory Commission ("FERC") Order 636 and the unbundling of interstate pipeline services, Colonial requested in its 1993 rate filing and gained DPU approval to offer a firm transportation service on the Company's distribution system in order to provide customers with an alternative to traditional firm sales service. The DPU order also permits the Company to retain 10% of the revenues generated from releasing the Company's interstate pipeline transportation capacity to third parties above a threshold of $2,500,000 for 1994. In 1993, the Company earned $2,200,000 in capacity release revenue that was credited back to firm customers and had no impact on earnings. In October 1993, the DPU approved Colonial's proposal for a rate targeted at the natural gas vehicle market. The approved rates remain in effect over the course of a "market-development" period that extends until January 1, 1997. To assist Colonial in selling additional quantities of natural gas to the natural gas powered vehicle market, the authorized rate is to be indexed $.50 below the retail price of gasoline, provided that it cannot fall below a floor rate equal to Colonial's marginal cost of gas plus 5%. As of December 31, 1993, these rates are approximately equal to $0.70 per gallon equivalent for retail customers. By the fall of 1993, two interstate pipelines serving Colonial had implemented Order 636. Order 636, issued in 1992, required interstate pipeline companies to "unbundle" gas supply, transportation and storage services previously provided under a unified tariffed service. Now, the Company is responsible for procuring gas supplies and storage services to meet its load requirements, with the pipelines providing transportation only service. In general, Colonial pays negotiated rates for gas supplies and FERC-approved tariffed rates for transportation and storage services. On November 9, 1993, the Company filed each of its gas supply purchase contracts to be reviewed by the DPU, which has not previously exercised jurisdiction with respect to the Company's base load supplies. These FERC ordered changes may increase the contracting, supply and regulatory risk for the Company. At the same time, they could also create a more competitive market for gas supply which would permit the Company to achieve savings in its cost of gas. Because the new rules have recently been implemented, the Company cannot now predict their impact, but it does not expect them to have a material direct effect on its results of operations. Environmental Matters Working with the Massachusetts Department of Environmental Protection, the Company is engaged in site assessments and evaluation of remedial options for contamination that has been attributed to the Company's former gas manufacturing site and at various related disposal sites. During 1990, the DPU ruled that Colonial and eight other Massachusetts gas distribution companies can recover environmental response costs related to former gas manufacturing operations over a seven-year period, without carrying costs, through the CGAC. Through December 31, 1993, the Company had incurred $7,750,000 of environmental response costs related to these sites, $1,521,000 for the former gas manufacturing site and $6,229,000 for the related disposal sites. The Company expects to continue incurring costs arising from these environmental matters. As of December 31, 1993 the Company has recorded on the balance sheet a long-term liability of $5,300,000 representing estimated future response costs relating to these sites based on the Company's preferred methods of remediation; of this amount $2,200,000 relates to the gas manufacturing site. Based upon the DPU order approving rate recovery of environmental response costs, a regulatory asset of $5,300,000 has been recorded on the balance sheet ("Unrecovered Environmental Costs Accrued"). This amount has decreased from the prior year estimate based upon the completion of certain remedial actions and a lower expectation of future costs due to changes in environmental regulations and a better understanding of on-site exposures. Actual environmental response costs to be incurred depends on various factors, and therefore future costs may differ from the amount currently recorded as a liability. As of December 31, 1993, the Company had settled claims relating to this matter with all liability insurers and other known potentially responsible parties ("PRP"), except for one. The Company expects to receive $250,000 in 1994 from that PRP. In accordance with the DPU order referred to above, half the costs incurred in pursuing insurers and other PRP are recovered from the ratepayers through the CGAC and half are initially borne by the Company. Also, per this order, any insurance and other proceeds are applied first to the Company's costs of pursuing recovery from insurers and other PRP, with the remainder divided equally between the ratepayers and shareholders. The table below summarizes the environmental response costs incurred and insurance and other proceeds received relating to these environmental response costs: (In Thousands) Insurance and Other Proceeds Response Costs Recorded as Recovered Period Returned Non-Operating from of Rate to Income Year Incurred Customers Recovery Customers Net of Taxes 1988 $ 853 $ 488 1990-1997 - - 1989 4,031 2,303 1990-1997 - - 1990 639 274 1991-1998 - - 1991 374 107 1992-1999 $ 851 $ 525 1992 617 88 1993-2000 1,121 673 1993 1,236 - 1994-2001 469 290 Total $7,750 $3,260 $2,441 $1,488 Accounting Standards During 1992, the Company adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109). During 1991, the Company recorded deferred income taxes under Statement of Financial Accounting Standards No. 96 "Accounting for Income Taxes" (SFAS 96). The adoption of SFAS 109 had no significant impact on the Company's financial statements. During 1993, the Company adopted Statement of Financial Accounting Standards No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). Prior to 1993, expense was recognized when benefits were paid, which was $148,000 and $168,000 in 1992 and 1991, respectively. In accordance with SFAS 106, the Company began recording the cost for this plan on an accrual basis for 1993. As permitted by SFAS 106, the Company will record the transition obligation over a twenty-year period. The Company's cost under this plan for 1993 was $817,000. A regulatory asset of $431,000 has been recorded, leaving a net expense of $386,000. This regulatory asset represents the excess of postretirement benefits on the accrual basis over the paid amounts for the period of January 1, 1993 until November 1, 1993, the effective date of the DPU's approval of the Company's new rates. Currently the DPU allows Massachusetts utilities to recover the tax deductible portion of these postretirement benefits. The Company plans to adopt prospectively for 1994 Statement of Financial Accounting Standards No. 112 "Employer's Accounting for Postemployment Benefits" (SFAS 112). This statement requires accrual accounting for benefits to former or inactive employees after employment but before retirement. The adoption of SFAS 112 should not have a significant impact on the Company's results of operations. LIQUIDITY AND CAPITAL RESOURCES The Company's liquidity is affected by its ability to generate funds from operations and to access capital markets. The Company's operations are seasonal with its cash flow reflecting this seasonality. The Company typically generates approximately 70 percent of its annual operating revenues during the November through April heating season, which results in a high level of cash flow from operations from late winter through early summer. As a result of this seasonality, the Company's liquidity can be affected by significant variations in weather. Short-term borrowings are highest during the fall and early winter months due to the completion of the annual construction program and seasonal working capital requirements. The Company's capital additions were $26,156,000 in 1993, $27,166,000 in 1992 and $17,314,000 in 1991. The Company's 1994 capital expenditure forecast is $27,000,000. The Company has completed a comprehensive planning effort which resulted in the development of a long-range capital plan. This plan calls for annual capital expenditures averaging $28,400,000 over the next five years as set forth in the chart below: (In Thousands) 1994 1995 1996 1997 1998 Distribution $18,100 $19,900 $20,200 $22,500 $22,300 Production 1,400 3,800 5,900 3,200 1,000 Information Systems 4,400 4,200 4,300 700 700 Automated Meter Reading 1,600 1,100 1,000 1,000 1,100 General 1,500 300 300 1,100 300 Total Capital Expenditures $27,000 $29,300 $31,700 $28,500 $25,400 The Company has a $60 million credit facility that expires in June 1994. Up to $30 million of the credit facility can be used by the Company's gas inventory trust. This facility allows the Company the option to borrow under any one of four alternative rates. The Company expects to make new short-term credit arrangements prior to the expiration of the credit facility. The Company has raised permanent capital during the last three years as follows: (In Thousands) 1993 1992 1991 Common Stock Under Dividend Reinvestment and Common Stock Purchase Plan and three Employee Savings Plans $4,283 $4,286 $2,776 Long-Term Debt Series CG, 8.05%, due entirely in 1999 - $20,000 - Series CH, 8.80%, due entirely in 2022 - $25,000 - The equity and debt components of the Company's capital structure at the end of the year is shown in the table below: 1993 1992 1991 Equity 52% 49% 62% Long-Term Debt 48% 51% 38% [END OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS] SELECTED FINANCIAL DATA (For the Years Ending December 31) (In Thousands Except Per Share Amounts) 1993 1992 1991 1990 Balance Sheet Data: Assets: Utility property - net $202,713 $183,815 $162,736 $151,480 Non-utility property - net 3,235 4,039 4,767 5,076 Capital leases - net 3,914 4,366 4,557 4,962 Current assets 67,668 71,763 53,472 46,393 Deferred charges and other assets 34,588 38,939 38,789 29,925 Total $312,118 $302,922 $264,321 $237,836 Capitalization and Liabilities: Capitalization: Common equity $ 94,283 $ 87,771 $ 82,221 $ 80,109 Preferred stock - - - - Long-term debt 87,432 90,750 50,410 64,604 Total Capitalization 181,715 178,521 132,631 144,713 Capital lease obligations 3,149 3,591 3,838 4,233 Current liabilities 73,413 64,567 73,993 47,729 Deferred credits and reserves 53,841 56,243 53,859 41,161 Total $312,118 $302,922 $264,321 $237,836 Income Statement Data: Operating revenues $166,261 $145,054 $137,719 $134,298 Cost of gas sold (90,915) (75,143) (73,288) (78,930) Operating margin 75,346 69,911 64,431 55,368 Operating expenses (including income taxes) (56,456) (52,760) (48,009) (42,853) Utility operating income 18,890 17,151 16,422 12,515 Other income - net of income taxes 1,273 958 36 1,625 Interest and debt expense (8,141) (7,466) (8,141) (8,445) Accounting change - - - - Preferred stock dividends - - - - Net income applicable to common stock $ 12,022 $ 10,643 $ 8,317 $ 5,695 Capitalization Ratios: Common Stockholders' equity 51.9% 49.2% 62.0% 55.4% Preferred stocks - - - - Long-term debt 48.1% 50.8% 38.0% 44.6% Common Stock Data (a): Average shares outstanding 7,931 7,728 7,529 6,963 Income per share (b) $1.52 $1.38 $1.10 $0.82 Dividends paid per share: Common stock $1.235 $1.213 $1.193 $1.167 Class A common stock - - - - Per weighted average common share $1.235 $1.213 $1.193 $1.167 Dividend payout rate 81% 88% 108% 142% Book value per share $11.74 $11.19 $10.78 $10.75 Dividends as a percent of book value 11% 11% 11% 11% Market price per share $22.50 $21.25 $17.50 $15.00 Market price as a percent of book value 192% 190% 162% 139% Return on average common equity 13.2% 12.5% 10.2% 7.8% ___________________________________________________________________________ (a) Adjusted to reflect 3 for 2 stock split on July 29, 1992. (b) 1988 includes the cumulative effect of an accounting change in the amount of $2,014 ($.50 per share). SELECTED FINANCIAL DATA (For the Years Ending December 31) (In Thousands Except Per Share Amounts) 1989 1988 1987 Balance Sheet Data: Assets: Utility property - net $139,764 $131,450 $121,034 Non-utility property - net 3,893 2,793 3,167 Capital leases - net 5,853 6,679 6,563 Current assets 56,753 50,414 36,757 Deferred charges and other assets 27,464 21,050 20,376 Total $233,727 $212,386 $187,897 Capitalization and Liabilities: Capitalization: Common equity $ 66,568 $ 63,027 $ 58,238 Preferred stock - - - Long-term debt 69,512 55,102 58,572 Total Capitalization 136,080 118,129 116,810 Capital lease obligations 4,714 5,457 5,556 Current liabilities 54,590 53,375 34,781 Deferred credits and reserves 38,343 35,425 30,750 Total $233,727 $212,386 $187,897 Income Statement Data: Operating revenues $139,892 $115,851 $117,947 Cost of gas sold (82,189) (63,401) (65,093) Operating margin 57,703 52,450 52,854 Operating expenses (including income taxes) (41,525) (38,844) (38,343) Utility operating income 16,178 13,606 14,511 Other income - net of income taxes 956 1,046 233 Interest and debt expense (8,217) (7,369) (6,740) Accounting change - 2,014 - Preferred stock dividends - - - Net income applicable to common stock $ 8,917 $ 9,297 $ 8,004 Capitalization Ratios: Common Stockholders' equity 48.9% 53.4% 49.9% Preferred stocks - - - Long-term debt 51.1% 46.6% 50.1% Common Stock Data (a): Average shares outstanding 6,200 6,065 5,948 Income per share (b) $1.44 $1.53 $1.35 Dividends paid per share: Common stock $1.140 $1.113 $1.087 Class A common stock - $ .80 $ .76 Per weighted average common share $1.140 $1.013 $ .987 Dividend payout rate 79% 66% 73% Book value per share $10.62 $10.27 $9.69 Dividends as a percent of book value 11% 11% 11% Market price per share $14.67 $13.00 $11.83 Market price as a percent of book value 138% 127% 122% Return on average common equity 13.8% 15.3% 14.2% ____________________________________________________________________ (a) Adjusted to reflect 3 for 2 stock split on July 29, 1992. (b) 1988 includes the cumulative effect of an accounting change in the amount of $2,014 ($.50 per share). SELECTED FINANCIAL DATA (For the Years Ending December 31) (In Thousands Except Per Share Amounts) 1986 1985 1984 Balance Sheet Data: Assets: Utility property - net $111,214 $102,959 $ 95,526 Non-utility property - net 3,665 3,834 3,213 Capital leases - net 9,201 8,432 9,022 Current assets 37,234 45,411 47,172 Deferred charges and other assets 4,235 4,676 4,605 Total $165,549 $165,312 $159,538 Capitalization and Liabilities: Capitalization: Common equity $ 54,569 $ 46,053 $ 42,300 Preferred stock - 6,672 7,227 Long-term debt 47,528 40,007 46,252 Total Capitalization 102,097 92,732 95,779 Capital lease obligations 8,258 9,533 10,292 Current liabilities 41,151 50,413 43,250 Deferred credits and reserves 14,043 12,634 10,217 Total $165,549 $165,312 $159,538 Income Statement Data: Operating revenues $126,099 $128,165 $121,732 Cost of gas sold (75,157) (80,623) (76,851) Operating margin 50,942 47,542 44,881 Operating expenses (including income taxes) (37,938) (35,312) (33,214) Utility operating income 13,004 12,230 11,667 Other income - net of income taxes 383 1,201 862 Interest and debt expense (5,861) (6,010) (6,385) Accounting change - - - Preferred stock dividends (312) (724) (763) Net income applicable to common stock $7,214 $6,697 $5,381 Capitalization Ratios: Common Stockholders' equity 53.4% 49.7% 44.3% Preferred stocks - 7.2% 7.5% Long-term debt 46.6% 43.1% 48.2% Common Stock Data (a): Average shares outstanding 5,588 5,193 4,524 Income per share (b) $1.29 $1.29 $1.19 Dividends paid per share: Common stock $1.060 $1.033 $1.007 Class A common stock $ .72 $ .68 $ .64 Per weighted average common share $ .960 $ .920 $ .887 Dividend payout rate 74% 71% 74% Book value per share $9.25 $8.73 $8.27 Dividends as a percent of book value 11% 12% 12% Market price per share $14.33 $11.59 $10.50 Market price as a percent of book value 155% 133% 127% Return on average common equity 14.3% 15.2% 14.0% _____________________________________________________________________ (a) Adjusted to reflect 3 for 2 stock split on July 29, 1992 (b) 1988 includes the cumulative effect of an accounting change in the amount of $2,014 ($.50 per share). [END OF SELECTED FINANCIAL DATA] SHAREHOLDER INFORMATION Corporate Headquarters Colonial Gas Company 40 Market Street P.O. Box 3064 Lowell, MA 01853-3064 (508) 458-3171 FAX: (508) 459-2314 Stock Listing Colonial Gas Company Common Stock is traded on the NASDAQ National Market System under the trading symbol "CGES". Stock trading activity is reported in financial publications under the abbreviation of ColGas or ClnGas. Annual Meeting The Annual Meeting of Stockholders will be held on April 20, 1994 at 10:00 A.M. at The First National Bank of Boston, 100 Federal Street, Boston, Massachusetts. Annual Report - Form 10-K A copy of the Company's 1993 Annual Report on Form 10-K as filed with the Securities and Exchange Commission, will be sent free of charge to any shareholder who contacts Lisa Lynch, Manager of Financial Services, at the corporate headquarters address above. Transfer Agent The First National Bank of Boston P.O. Box 644 Mail Stop: 45-02-09 Boston, MA 02102-0644 (617) 575-2900 1-800-442-2001 (Outside MA) 1-800-827-1446 (Inside MA) Independent Certified Public Accountants Grant Thornton 98 North Washington Street Boston, MA 02114 (617) 723-7900 Corporate Counsel Palmer & Dodge One Beacon Street Boston, MA 02108 (617) 573-0100 Dividends The Company has paid dividends on Common Stock for 57 consecutive years and has increased dividends each year for the past fourteen years. Common Stock dividends are payable when declared by the Board of Directors. Anticipated Record Date Anticipated Payment Date March 1, 1994 March 15, 1994 June 1, 1994 June 15, 1994 September 1, 1994 September 15, 1994 December 1, 1994 December 15, 1994 Dividend Reinvestment Plan The Company's Dividend Reinvestment and Common Stock Purchase Plan (DRIP) provides shareholders of record with an economical and convenient method for purchasing additional shares of the Company's Common Stock without paying any brokerage fees. Participants in the plan may elect to purchase additional Colonial shares at a 5% discount from the market price by reinvesting all or a portion of their dividends with no brokerage fees. Participants in the plan may also make optional cash purchases of Common Stock at the market price in amounts ranging from a minimum of $10 to a maximum of $5,000 per calendar quarter, with no brokerage fees. Additional information describing the plan, including a prospectus and enrollment information, can be obtained by contacting the Company's Transfer Agent or Investor Relations Department. Investment Dates The investment date for optional cash investments under the DRIP will be the fifteenth day of each month or, if that day is not a business day, the preceding business day. Optional cash investments must be received by the Company's Transfer Agent five business days before the investment date. The dates below will help you plan for any optional cash investments. Date Investment Must Be Received By Transfer Agent April 7, 1994 May 5, 1994 June 7, 1994 July 7, 1994 August 5, 1994 September 7, 1994 October 5, 1994 November 4, 1994 December 7, 1994 SHAREHOLDER INFORMATION Market Prices and Dividends The following table reflects the high and low bid prices as reported by the NASDAQ National Market System, for shares of the Company's Common Stock for 1993 and 1992, and the quarterly dividends paid per share. Bid Prices Dividends High Low Paid per Share _________________________________________________________________ 1993 __________________________________ The Year $26.50 $20.00 $1.235 4th Quarter 25.00 21.75 .310 3rd Quarter 26.50 24.00 .310 2nd Quarter 25.00 20.00 .310 1st Quarter 25.25 21.25 .305 1992 __________________________________ The Year $23.50 $16.67 $1.213 4th Quarter 22.13 20.50 .305 3rd Quarter 23.50 18.50 .305 2nd Quarter 19.00 18.00 .303 1st Quarter 19.33 16.67 .300 _________________________________________________________________ Shareholders and Record Holders At December 31, 1993, there were approximately 15,000 shareholders of the Company's Common Stock, including 5,783 shareholders of record. Market Makers Colonial currently has the following market makers: A. G. Edwards & Sons, Inc.; Edward D. Jones & Co.; First Albany Corporation; Herzog, Heine, Geduld, Inc.; Kidder, Peabody, & Co.; and Tucker Anthony Incorporated. Investment Information Colonial Gas Company is a corporate member of the National Association of Investors Corporation (NAIC). The Company is also a participant in NAIC's Low Cost Investment Plan. [END OF SHAREHOLDER INFORMATION] [END OF EXHIBIT 13a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING DECEMBER 31, 1993] EX-22.A 42 SUBSIDIARIES [EXHIBIT 22a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] COLONIAL GAS COMPANY SUBSIDIARIES OF REGISTRANT Subsidiaries: Organized in Ownership (a) Transgas Inc. Massachusetts 100% (a) CGI Transport Limited (1) Canada 100% (a) Included in consolidated financial statements. (1) Owned by Transgas Inc. [END OF EXHIBIT 22a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] EX-24.A 43 CONSENT OF AUDITORS [EXHIBIT 24a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our reports dated January 18, 1994 accompanying the consolidated financial statements and schedules incorporated by reference or included in the Annual Report on Form 10-K of Colonial Gas Company and subsidiaries for the year ended December 31, 1993. We hereby consent to the incorporation by reference of said reports in the Colonial Gas Company Registration Statements on Forms S-8, as amended (File No. 33- 34068, File No. 33-34066, File No. 33-34067 and File No. 33- 44427) and Form S-16, as amended on Form S-3 (File No. 2-93005). GRANT THORNTON Boston, Massachusetts March 18, 1994 [END OF EXHIBIT 24a TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDING 12/31/93] -----END PRIVACY-ENHANCED MESSAGE-----