SUPPLEMENTAL GAS CONTRACT PANHANDLE EASTERN PIPE LINE COMPANY AND DETROIT CITY GAS COMPANY JUNE 2, 1936. Agreement made this 2nd day of June, 1936, by and between Panhandle Eastern Pipe Line Company, a corporation of the State of Delaware (hereinafter called Seller), party of the first part, and Detroit City Gas Company, a corporation of the State of Michigan (hereinafter called Buyer), party of the second part. WHEREAS, under date of August 31, 1935, the parties entered into a contract (hereinafter called the Gas Contract) whereby, among other things, Seller agreed to sell and deliver to Buyer and Buyer agreed to buy and take from Seller all of the natural gas requirements of Buyer for distribution and sale to any and all of its present and future customers and for its own use, within the limits therein specified; Whereas Seller is making large investments in extensions, additions and reinforcements of its existing pipe line system in order to enable it to comply with and meet the requirements of the Gas Contract, and desires Buyer to create as rapidly as possible a market for natural gas larger than that which now exists; Whereas Buyer now represents that, under the conditions hereinafter provided, it will be able to obtain within the near future a substantial number of additional househeating customers and thereby increase its natural gas requirements under the Gas Contract, but that the obtaining of such househeating customers will involve it in considerable expense; Whereas Seller desires Buyer to increase its natural gas requirements under the Gas Contract through the acquisition of additional househeating customers; Whereas Buyer contemplates maintaining and operating the storage holders and the water gas generating plants which it now has to assist in leveling peak demands for natural gas to be delivered by Seller, as set forth in Sections 3 and 4 of Article XI of the Gas Contract; and Whereas, upon condition that Buyer shall sell and distribute gas having a heating value approximately equal to the heating value of the natural gas delivered by Seller to Buyer, the parties hereto have concluded to enter into this Supplemental Contract; Now, therefore, in consideration of the mutual covenants and agreements of the parties as herein set forth, the parties hereto covenant and agree as follows: ARTICLE I-DEFINITIONS Except where the context otherwise indicates another or different meaning or intent, the following terms are intended and used and shall be construed to have meaning as follows: 1. The term "Househeating Customer" shall mean a customer of Buyer who uses no other kind of fuel than gas for his space heating purposes and who purchases gas from Buyer under Buyer's rate schedule applicable to such customers. 2. The term "Househeating Purposes" shall apply to that portion of the gas sold by Buyer to its Househeating Customers which shall be used by them for space heating purposes. 3. The term "Average Number of Househeating Customers" served during any calendar month shall mean one-half of the total number of Househeating Customers actually receiving househeating service on the last day of the calendar month preceding the calendar month in question plus one-half of the total number of Househeating Customers actually receiving househeating service on the last day of the calendar month in question. 4. The term "Winter Period" shall mean a period consisting of the four consecutive months of December, January, February and March. 5. The term "Total Measured Deliveries" for any given day shall mean the total number of therms of natural gas delivered by Seller to Buyer on that day at the Point of Delivery specified in the Gas Contract, exclusive of gas sold by Seller to Buyer and resold to Special Industrial Customers. 6. The term "Degree Day Deficiency" for any day shall mean the number of degrees the mean outside temperature for that day is below 65° Fahrenheit. The term "Degree Day Deficiency" for any other period shall mean the sum of the Degree Day Deficiencies for that period. The outside temperature shall be the 24-hour mean of outside temperature reported by the United States Weather Bureau at Detroit, Michigan. 7. The term "Factor K" shall mean the number of therms of gas which the average Househeating Customer is deemed to take for Househeating Purposes per unit of Degree Day Deficiency and shall be fixed for the purposes of this contract at .31 until changed as hereinafter provided. 8. The term "Househeating Daily Delivery of Buyer" shall mean the number of therms of gas calculated to have been sold by Buyer for Househeating Purposes on any given day during a month, determined by multiplying the Degree Day Deficiency for that day by the Factor K, and multiplying this product by the Average Number of Househeating Customers served during that month, determined as described in Section 3 of this Article I. In order to limit the extent of the application of the special rate for Househeating Purposes herein provided for, it is agreed that the Average Number of Househeating Customers used as a factor for the purpose of the computations to be made under this Section shall not exceed 6,000 in connection with each of the months prior to May 1937, 10,000 in connection with each of the months after April 1937 and prior to May 1938, 13,000 in connection with each of the months after April 1938, and prior to May 1939, 16,000 in connection with each of the months after April 1939, and prior to May 1940, and shall never exceed 20,000, even if the actual Average Number of Househeating Customers in any month is greater than 20,000. 9. The term "Base Load" for any given day shall mean (a) the total number of therms of gas (other than gas sold to Special Industrial Customers) sent out by Buyer on that day minus the Househeating Daily Delivery of Buyer for that day or (b) the Total Measured Deliveries for that day, whichever shall be less. 10. The term "Househeating Daily Delivery of Seller" shall mean the number of therms, if any, by which the Total Measured Deliveries for any given day exceed the Base Load for that day. 11. The term "Base Load Maximum Demand" shall mean the Base Load delivered on that day of the preceding Winter Period on which the delivery of Base Load was a maximum. 12. Prior to the end of the first Winter Period following the "Effective Date" of the Gas Contract, the "Base Load Maximum Demand" shall mean the Base Load delivered on that day on which the delivery of Base Load was a maximum. ARTICLE II-RILLING PASIS 1. From the "Effective Date," as defined in the Gas Contract, until the date of termination of this Supplemental Gas Contract, as hereinafter set forth, the Demand Charge for each month in lieu of the Demand Charge set forth in Section 2 of Article VII of the Gas Contract, shall be an amount equal to 38¢ multiplied by the sum of (a) the established Base Load Maximum Demand, and (b) twice the average Househeating Daily Delivery of Seller for the current billing month. Monthly payments by Buyer to Seller shall be made on the basis of the modified Demand Charge hereinabove provided and the Commodity Charge as set forth in the Gas Contract; provided, however, that if for any twelvemonths' period ending on March 31 in any year (or for a period of less than 12 months commencing on the Effective Date of the Gas Contract and ending on March 31, 1937), the total payments due to Seller for natural gas, other than that purchased for resale to Special Industrial Customers, calculated on the foregoing basis shall exceed the total amount that would have been payable for such period if calculated pursuant to the provisions of the Gas Contract unaffected by this Supplemental Gas Contract, then Seller shall refund to Buyer an amount equal to such excess by credit against the monthly payment due in the succeeding month. 2. On or before June 1st of each year during the life of this Supplemental Gas Contract, a redetermination of the accuracy of Factor K shall be made by two engineers or representatives, one designated by each of the parties hereto. Such redetermination shall be made in the light of the data which Buyer shall procure as to the average number of therms of gas consumed by Househeating Customers per unit of Degree Day Deficiency in the territory served by Buyer during the heating season just ended and during prior heating seasons. If such redetermination discloses that the Factor K is inaccurate, said engineers or representatives shall fix and agree upon the correct value of the Factor to be applied during the ensuing heating season, and such new value shall be binding on both parties during the ensuing heating season, and thereafter until changed as herein provided. In the event that the said engineers or representatives shall fail to agree, they shall select an impartial engineer whose decision on the question or questions involved shall be final and shall be binding on both parties during the ensuing heating season and thereafter until changed as herein provided. For the purpose of providing actual operating data by means of which the accuracy of Factor K may be redetermined, Buyer agrees to install in the houses of at least one percent of its Househeating Customers separate meters for the determination of the amount of gas sold to such customers for Househeating Purposes. Such customers shall be selected in such manner as to give a representative cross section of the consumption of Buyer's Househeating Customers. 4. On or before the fifth day of each month, Buyer shall render to Seller a statement showing for the preceding calendar month all data (other than the total daily and monthly deliveries of natural gas by Seller to Buyer) necessary to enable Seller to make the computations called for by the provisions of this Article II. 5. Representatives of Seller shall have the right at all reasonable times to inspect, audit, and check the records of Buyer for the purpose of verifying or correcting any of the statements rendered to Seller by Buyer pursuant to the provisions of Section 4 of this Article II. ARTICLE III-BUYER'S COVENANT 1. Buyer agrees promptly to inaugurate a campaign and diligently to continue its efforts to induce customers in the territory served by Buyer to install the necessary equipment and to use natural gas for heating their houses. ARTICLE IV-NEW SPECIAL HOUSEHEATING CUSTOMERS 1. For Househeating Customers obtained by Buyer, whose premises are heated solely by gas through the means of a central heating system (hereinafter in this Article IV referred to as "Special Househeating Customers") in addition to those Buyer has obtained prior to May 1, 1936, Seller will pay to Buyer, within the dates and limits hereinafter specified, the amounts set forth in the following table: 2. As soon as practicable after the execution of this Supplemental Gas Contract, Buyer shall furnish to Seller a statement of the number of its Special Househeating Customers on May 1, 1936. On or before the 10th day of the month following the rendition of the aforesaid statement, and on or before the 10th day of each calendar month thereafter, to and including the month of May, 1941, Buyer shall furnish to Seller a statement of the total number of new Special Househeating Customers obtained subsequent to the 1st day of May next preceding the month for which such statement is rendered and actually connected to its distribution system on the last day of the preceding calendar month. 3. The payments above specified shall be made per new Special Househeating Customer, by credit against the monthly statement rendered in August following the close of the yearly period in question for natural gas sold by Seller to Buyer under this Agreement. No payments shall be made pursuant to this Section 3 in respect of new Special Househeating Customers obtained after April 30, 1941. Should Buyer obtain fewer new Special Househeating Customers in any year than the maximum for which Buyer would be entitled for such year to receive the payments above specified, the number for which Buyer would be entitled for the succeeding year to receive the payments for the succeeding year shall be increased by the arithmetic deficit of the previous year. Except as the maximum number of new Special Househeating Customers for which Buyer would be entitled for any year to receive the payments above specified may be increased as provided in this paragraph, no payments shall be made at any time on account of new Special Househeating Customers obtained by Buyer in any year in excess of the maximum number set forth in the foregoing table. 4. Payments in any year shall be based on the monthly average of the monthly totals of the number of new Special Househeating Customers to whom such payments are applicable. Said average shall be determined from Buyer's records and the monthly statements referred to in Section 2 of this Article IV. 5. Representatives of Seller shall have the right at all reasonable times to inspect, audit and check the records of Buyer for the purpose of verifying or correcting statements of Buyer concerning number of new Special Househeating Customers secured or actually served during any period in question. ARTICLE V-TERMINATION If Buyer shall fail to sell and distribute gas having a heating value approximately equal to the heating value of the natural gas delivered by Seller to Buyer under the Gas Contract, this Supplemental Gas Contract shall terminate and be automatically cancelled and thereafter all payments for such natural gas shall be made pursuant to the provisions of Article VII of the Gas Contract. In no event shall the life of this Supplemental Gas Contract exceed the life of the Gas Contract. ARTICLE VI-MISCELLANEOUS PROVISIONS 1. Seller shall not be required, by reason of anything contained herein, to supply in the aggregate hereunder and under the Gas Contract, more than 90,000,000 cubic feet or its equivalent, 912,600 therms, of natural gas in any one day. 2. All of the provisions of the Gas Contract, except insofar as they are inconsistent herewith, shall be applicable to natural gas sold and purchased for Househeating Purposes hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective Presidents or Vice-Presidents thereunto duly authorized 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. DETROIT CITY GAS COMPANY DATED DECEMBER 30, 1936 Agreement dated as of the 30th day of December, 1936, by and between Panhandle Eastern Pipe Line Company, a corporation of the State of Delware (hereinafter called Seller), party of the first part and Detroit City Gas Company, a corporation of the State of Michigan (hereinafter called Buyer), party of the second part. Buyer represents that its total gas requirements and the number of customers who desire gas for house-heating purposes have increased much more rapidly than expected, and accordingly the number of additional house-heating customers secured by Buyer will in all probability exceed the limitations as to period specified in the second paragraph of Section 8 of Article I and in Section 1 of Article IV of the Supplemental Gas Contract dated the 2nd day of June 1936, between the parties hereto and Buyer is desirous that the limitations as to period as fixed in said second paragraph of Section 8 of Article I and in Section 1 of Article IV be eliminated. Seller is willing that Buyer should increase its natural gas requirements through the acquisition of additional house-heating customers within the limitations of twenty thousand customers as expressed in the Supplemental Gas Contract hereinabove referred to and is willing in order that house-heating customers may be secured more rapidly than as provided for in said sections of said Supplemental Gas Contract, that said Supplemental Gas Contract be modified as hereinafter provided. Now, therefore, in consideration of the mutual covenants and agreements of the parties herein set forth the parties hereto covenant and agree as follows: 1. The second paragraph of Section 8 of Article I of the Supplemental Gas Contract shall be amended by deleting therefrom the following words: "not exceed 6,000 in connection with each of the months prior to May 1937, 10,000 in connection with each of the months after April 1937 and prior to May 1938, 13,000 in connection with each of the months after April 1938 and prior to May 1939, 16,000 in connection with each of the months after April 1939 and prior to May 1940, and shall." 2. Section 1 of Article IV shall be amended to read as follows: "1. For house-heating customers obtained by Buyer in the period commencing on May 1, 1936 and ending on April 30, 1941, whose premises are heated solely by gas through the means of a central heating system (hereinafter in this Article referred to as 'Special House-heating Customers') in addition to those Buyer has obtained prior to May 1, 1936, Seller will pay to Buyer, the amounts set forth in the following table: Total payment per new customer $10 for the first 5,000 customers. $2 for the next 3,000 customers. "No payments shall be made at any time on account of new Special Househeating Customers obtained by Buyer in excess of the maximum number of 18,000 set forth in the foregoing table." 3. Section 3 of Article IV of the Supplemental Gas Contract shall be amended by eliminating the second paragraph thereof. 4. Except as above amended, all the terms, provisions and conditions of the Supplemental Gas Contract shall remain unchanged. În witness whereof, the parties hereto have caused this Agreement to be signed their respective Presidents or Vice Presidents thereunto duly authorized and their respective corporate seals to be hereunto affixed and attested by their respective Secretaries or Assistant Secretaries, the day and year first above written. PANHANDLE EASTERN PIPE LINE COMPANY, By J. D. CREVELING, President. THIRD SUPPLEMENTAL CONTRACT DATED SEPT. 29, 1939 Agreement made this 29 day of September, 1939, by and between Panhandle Eastern Pipe Line Company, a Delaware corporation, hereinafter called "Seller," and Michigan Consolidated Gas Company (formerly Detroit City Gas Company), hereinafter called "Buyer." Under date of August 31, 1935, the parties entered into a contract, hereinafter called "Gas Contract," whereby, among other things, Seller agreed to sell and deliver to Buyer and Buyer agreed to purchase and receive from Seller all of the natural gas requirements of Buyer within the limits therein specified. Under date of June 2, 1936, the parties entered into a supplemental gas contract, hereinafter called "Supplemental Gas Contract," providing, among other things, for certain modifications of the Gas Contract with respect to natural gas for resale to househeating customers. Under date of December 30, 1936, the parties entered into a contract hereinafter called "Second Supplemental Gas Contract," which modified and amended certain provisions of the Supplemental Gas Contract. Buyer represents that: (a) Since the effective date of the Gas Contract, its business of distributing and selling natural gas in and adjacent to the City of Detroit, Michigan, has increased to such an extent as to make it necessary and desirable that the maximum amount of natural gas available to it under the Gas Contract be increased, (b) since the execution and delivery of the Supplemental Gas Contract, it has obtained additional house-heating customers approaching in number the twenty thousand (20,000) maximum considered for billing purposes thereunder and desires that said maximum provision be modified, and (c) in the practical application of certain of the provisions of the Supplemental Gas Contract, it is possible that Buyer may be required to pay for house-heating gas during certain summer days when no degree-day deficiency occurs and desires that said |