SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
FORM U5S
ANNUAL REPORT
For the year ended December 31, 2001
Filed pursuant to the Public Utility Holding Company Act of 1935 by
SCANA Corporation
1426 Main Street
Columbia, SC 29201
TABLE OF CONTENTS
Item Page
10 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit D 4
Exhibit E 11
7
SIGNATURE
Each undersigned system company has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to related only to matters
having reference to such company or its subsidiaries.
SCANA CORPORATION
s/James E. Swan, IV
------------------------------------------------
By: James E. Swan, IV, Controller
Date: June 11, 2002
------------------------------
EXHIBIT D
INTERIM AMENDED AND RESTATED INCOME TAX ALLOCATION AGREEMENT
THIS AGREEMENT, made as of the 31st day of December, 1999, and amended and
restated as of April 22, 2002 by and between SCANA Corporation ("SCANA") and
each of its wholly owned subsidiaries, namely SCANA Services, Inc., South
Carolina Electric & Gas Company, South Carolina Pipeline Corporation and its
wholly owned subsidiary C&T Pipeline, LLC, South Carolina Fuel Company, Inc.,
South Carolina Generating Company, Inc., SCANA Communications, Inc. and its
wholly owned subsidiary SCANA Communications Holdings, Inc. (Holdings being a
Delaware corporation), Primesouth, Inc. and its wholly owned subsidiary Palmark,
Inc., SCANA Development Corporation, SCANA Energy Marketing, Inc. and its wholly
owned subsidiaries PSNC Production Corporation (which wholly owns SCANA Public
Service Co. LLC) and SCANA Energy Trading, LLC, SCANA Petroleum Resources, Inc.,
SCANA Propane Gas, Inc. and its wholly owned subsidiaries USA Cylinder Exchange,
Inc. and SCANA Propane Supply, Inc., SCANA Propane Storage, Inc., ServiceCare,
Inc., SCANA Resources, Inc., and SCG Pipeline, Inc. all of the forementioned
corporations hereinafter referred to individually as the "Company" and
collectively referred to as the "Companies", each Company being a South Carolina
corporation, except SCANA Communications Holdings, Inc. as above indicated, is
effective for the Consolidated Tax reflected on the Consolidated Tax Return for
calendar year end 1999 and subsequent years.
As a result of the merger between SCANA and Public Service Company of North
Carolina, Inc. ("PSNC"), PSNC (i) has become a wholly owned subsidiary of SCANA,
and (ii) together with its wholly owned subsidiaries (Clean Energy Enterprises,
Inc., PSNC Blue Ridge Corporation, and PSNC Cardinal Pipeline Company) has
participated in this Agreement beginning with the Consolidated Tax Return for
the calendar year ended December 31, 2000. PSNC, a South Carolina corporation,
and its wholly owned subsidiaries, shall be included in the term "Company" as
used in this Agreement for all calendar years including and subsequent to the
calendar year ended December 31, 2000. The term Company shall also included
subsidiaries of SCANA who subsequently sign a counterpart to this Agreement to
become part of the consolidated group for federal income tax purposes.
Since December 31, 1999, the following subsidiary corporations have been
dissolved:
1. SPR Gas Services, Inc. in July, 2001, previously wholly owned by SCANA
Petroleum Resources, Inc.
2. Company 19A, Inc. in July, 2001, previously wholly owned by SCANA
Resources, Inc.
WITNESSETH:
WHEREAS, the Companies file a consolidated federal income tax return and the
consolidated federal income tax liability has been allocated among the Companies
included in the consolidated return in accordance with the provisions of
subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986 and
other applicable requirements of Rule 45(c) under the Public Utility Holding
Company Act of 1935.
WHEREAS, Rule 45(c) sets forth the method by which Companies filing a
consolidated federal income tax return (hereinafter referred to as the
"consolidated tax return") may use to allocate the consolidated federal income
tax liability among the members of the group; however, in order to utilize such
method, a written agreement must be executed by the Company setting forth the
allocation method for each taxable year.
WHEREAS, the Companies desire to allocate their federal income tax liability in
accordance with the following procedures;
NOW THEREFORE, the Companies do agree as follows:
Definitions
"Associate Companies" shall mean all Companies
party hereto other than SCANA.
"Consolidated Tax" is the aggregate tax liability for a tax year, being
the tax shown on the consolidated return and any adjustments thereto
thereafter determined. The consolidated tax will be the refund if the
consolidated return shows a negative tax.
"Corporate Tax Credit" is a negative separate return tax of a Company
for a tax year, equal to the amount by which the consolidated tax is
reduced by including a net corporate taxable loss or other net tax
benefit of such Company in the consolidated tax return.
"Corporate Taxable Income" is the income or loss of a Company for a tax
year, computed as though such Company had filed a separate return on
the same basis as used in the consolidated return, except that dividend
income from the Companies shall be disregarded, and other intercompany
transactions eliminated in the consolidated return shall be given
appropriate effect. It shall further be adjusted to allow for
applicable rights accrued to a Company for the recognition of negative
corporate taxable income consistent with the provisions of Article II
herein, but carryovers and carrybacks shall not be taken into account
as loss Companies are to receive current payment of their Corporate Tax
Credits. If a Company is a member of the registered system's
consolidated tax group for only part of a tax year, that period will be
deemed to be its tax year for all purposes for that year under this
Agreement.
"Separate Return Tax" is the tax on the Corporate Taxable Income of a
Company computed as though such Company was not a member of a
consolidated group.
Tax Allocation Procedures
The Consolidated Tax shall be apportioned among the Companies in
proportion to the Corporate Taxable Income of each member of the
affiliated group. Each Associate Company which incurs a tax loss for
the year shall be included in the allocation of Consolidated Tax and
shall receive a Corporate Tax Credit, the amount of which shall be
currently paid to the Associate Company by SCANA increased by any
amounts previously assessed by SCANA and remitted by the Associate
Company to SCANA for estimated tax payment purposes attributable to the
subject taxable year. Companies with a positive allocation of the
Consolidated Tax shall currently pay the amount so allocated, decreased
by any amounts previously assessed by SCANA and remitted by the Company
to SCANA for estimated tax payment purposes attributable to the subject
taxable year.
Special Rule Regarding SCANA: In making the tax allocations provided for in this
Agreement, notwithstanding any of the foregoing, no corporate tax benefits shall
be allocated to SCANA and SCANA shall be required to contribute towards the
payment of the Consolidated Tax (and any other amounts required to be paid to
any Company by SCANA pursuant to Section 2.1 of this Agreement) an amount equal
to the Separate Return Tax attributable to SCANA for such tax year. Although the
separate corporate taxable income or taxable loss of SCANA and any tax credits
attributable to SCANA will be included in the consolidated return, only the tax
savings attributable to such items shall be allocated to the other Companies as
if SCANA was not a member of the Companies in the consolidated return group. In
making this allocation, the tax savings of SCANA shall be allocated only to the
other member Companies in the consolidated return group having taxable income.
SCANA will remit, from its separate resources, funds for the payment of tax
liabilities owed by SCANA pursuant to this Section 2.1.
SCANA shall pay to the Internal Revenue Service the group's
Consolidated Tax liability from the net of the receipts and payments.
No Associate Company shall be allocated any income tax greater than the
Separate Return Tax of such Associate Company.
To the extent that the Consolidated and Corporate Taxable Incomes
include material items taxed at rates other than the statutory rate
(such as capital gains and preference items), the portion of the
Consolidated Tax attributable to these items shall be apportioned
directly to the members of the group giving rise to such items.
Should the Companies generate a net consolidated tax loss for a tax
year that is too large to be used in full for that year, with result
that there are uncompensated Corporate Tax Credit benefits for that
year, the carryover of uncompensated benefits related to the
carryforward of tax losses applied to reduce Consolidated Taxable
Income in future tax years shall be apportioned in accordance with the
respective Companies' contributions to such loss. The tax benefits of
any resultant carryback shall be allocated proportionally to the
Companies that generated corporate tax losses in the year the
consolidated net operating tax loss was generated. Any related loss of
credits, including investment tax credit reversals, shall be allocated
to the member Company that utilized the credits in the prior year in
the same proportion that the credit lost is to the total credit
utilized in the prior year. Investment tax credit reversals allocated
to a member Company will be added to that Company's available corporate
investment tax credit for future allocations. A prior year consolidated
net operating tax loss carryforward applied to reduce current year
Consolidated Taxable Income shall be allocated proportionally to member
Companies that generated a corporate tax loss in the year the
consolidated net operating loss was generated.
Adjustments to or revisions of the Consolidated Tax as a result of
subsequent events such as amended returns, revenue agents' reports,
litigation or negotiated settlements shall be allocated in accordance
with the principles established in this Agreement.
Amendment
This Agreement is subject to revision as a result of changes in income
tax law and changes in relevant facts and circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by an officer of each
company as of the day and year first above written by the Companies.
ATTEST: SCANA Corporation
_s/Lynn M. Williams____________________ _s/W. B. Timmerman___________
------------------ -------------------
L. M. Williams, Secretary W. B. Timmerman
President and C.E.O
ATTEST: SCANA Services, Inc.
_s/Lynn M. Williams___________________ _s/W. B. Timmerman___________
------------------ -------------------
L. M. Williams, Secretary W.B. Timmerman, C.E.O and C.O.O.
ATTEST: South Carolina Electric & Gas Company
_s/Lynn M. Williams____________________ __s/Neville O. Lorick_________
------------------ --------------------
L. M. Williams, Secretary Neville O. Lorick, President
ATTEST: South Carolina Pipeline Corporation
_s/Lynn M. Williams____________________ ___s/George J. Bullwinkel, Jr.
------------------ ---------------------------
L. M. Williams, Secretary George J. Bullwinkel, Jr., Sr. Vice
President
ATTEST: South Carolina Fuel Company, Inc.
_s/Lynn M. Williams____________________ __s/Neville O. Lorick_________
------------------ --------------------
L. M. Williams, Secretary Neville O. Lorick, President
ATTEST: South Carolina Generating Company,
Inc.
_s/Lynn M. Williams____________________ __s/Neville O. Lorick_________
------------------ --------------------
L. M. Williams, Secretary Neville O. Lorick, President
ATTEST: SCANA Communications, Inc.
_s/Lynn M. Williams____________________ ___s/George J. Bullwinkel, Jr.
------------------ ---------------------------
L. M. Williams, Secretary George J. Bullwinkel, Jr., President
ATTEST: SCANA Communications Holdings, Inc.
_s/Lynn M. Williams____________________ __s/Kevin B. Marsh_____________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Primesouth, Inc.
_s/Lynn M. Williams____________________ __s/Neville O. Lorick_________
------------------ --------------------
L. M. Williams, Secretary Neville O. Lorick, President
ATTEST: Palmark, Inc.
_s/Lynn M. Williams____________________ __s/Neville O. Lorick_________
------------------ --------------------
L. M. Williams, Secretary Neville O. Lorick, President
ATTEST: SCANA Development Corporation
_s/Lynn M. Williams____________________ ___s/George J. Bullwinkel, Jr.
------------------ ---------------------------
L. M. Williams, Secretary George J. Bullwinkel, Sr. Vice President
ATTEST: SCANA Energy Marketing, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: PSNC Production Corporation
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Petroleum Resources, Inc.
_s/Lynn M. Williams____________________ ___s/George J. Bullwinkel, Jr.
------------------ ---------------------------
L. M. Williams, Secretary George J. Bullwinkel, Jr., Sr. Vice
President
ATTEST: SCANA Propane Gas, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: USA Cylinder Exchange, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Supply, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Storage, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Service Care, Inc.
_s/Lynn M. Williams____________________ __s/Ann M. Milligan____
------------------ ---------------------
L. M. Williams, Secretary Ann M. Milligan, President
ATTEST: SCANA Resources, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCG Pipeline, Inc.
_s/Lynn M. Williams____________________ ___s/George J. Bullwinkel, Jr.
------------------ ---------------------------
L. M. Williams, Secretary George J. Bullwinkel, Jr., Sr. Vice
President
ATTEST: Public Service Company of North
Carolina, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, President
ATTEST: Clean Energy Enterprises, Inc.
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, President
ATTEST: PSNC Blue Ridge Corporation
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, President
ATTEST: PSNC Cardinal Pipeline Company
_s/Lynn M. Williams____________________ ___s/Kevin B. Marsh________________
------------------ -----------------
L. M. Williams, Secretary Kevin B. Marsh, President
EXHIBIT E
NON-UTILITY MONEY POOL AGREEMENT
This Non-Utility Money Pool Agreement (the "Agreement"), dated as of January 2,
2002, is made and entered into by and among SCANA Corporation ("SCANA"), a South
Carolina corporation and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), SCANA Services, Inc.
("SCANA Services") (solely in the role as administrator of the money pool), a
subsidiary service company of SCANA, and each of the non-utility subsidiaries of
SCANA whose name appears on the signature pages hereof (each a "Party"; and
collectively, the "Parties")
WITNESSETH:
WHEREAS, the Parties desire to establish a Money Pool (the "Non-Utility Money
Pool") to coordinate and provide for certain of their short-term cash and
working capital requirements; and WHEREAS, the non-utility subsidiaries that
will participate in the Non-Utility Money Pool (each a "Subsidiary" and
collectively, the "Subsidiaries") will from time to time have need to borrow
funds on a short-term basis, and certain of the Parties will from time to time
have funds available to loan an a short-term basis; - NOW, THEREFORE, in
consideration of the premises and the mutual agreements, covenants and
provisions contained herein, the Parties hereto agree as follows:
ARTICLE I
CONTRIBUTIONS AND BORROWINGS
Section 1.01 Contributions to Non-Utility Money Pool. Each Party will
determine each day, on the basis of cash flow projections and other relevant
factors, in such Party's sole discretion, the amount of funds it has available
for contribution to the Non-Utility Money Pool, and will contribute such funds
to the Non-Utility Money Pool. The determination of whether a Party at any time
has surplus funds to lend to the Non-Utility Money Pool or shall lend funds to
the Non-Utility Money Pool will be made by an appropriate officer of such Party,
or by a designee thereof, on the basis of cash flow projections and other
relevant factors, in such Party's sole discretion. Each Party may withdraw any
of its funds at any time upon notice to SCANA Services as administrative agent
of the Non-Utility Money Pool.
Section 1.02 Rights to Borrow. Subject to the provisions of Section
1.04(c) of this Agreement, all short-term borrowing needs of the Parties, with
the exception of SCANA, will be met by funds in the Non-Utility Money Pool to
the extent such funds are available. Each Party (other than SCANA) shall have
the right to make short-term borrowings from the Non-Utility Money Pool from
time to time, subject to the availability of funds and the limitations and
conditions set forth herein and in the applicable orders of the Securities and
Exchange Commission. Each Party (other than SCANA) may request loans from the
Non-Utility Money Pool from time to time during the period from the date hereof
until this Agreement is terminated by written agreement of the Parties;
provided, however, that the aggregate amount of all loans requested by any Party
hereunder shall not exceed the applicable borrowing limits set forth in
applicable orders of the Securities and Exchange Commission and other regulatory
authorities, resolutions of such Party's Board of Directors or similar governing
body, such Party's governing corporate documents, and agreements binding upon
such Party. No loans through the Non-Utility Money Pool will be made to, and no
borrowings through the Non-Utility Money Pool will be made by, SCANA.
Section 1.03 Source of Funds. (a) Funds will be available through the
Non-Utility Money Pool from the following sources for use by the Parties from
time to time: (i) surplus funds in the treasuries of Parties other than SCANA,
(ii) surplus funds in the treasury of SCANA, and (iii) proceeds from bank
borrowings by Parties and the sale by SCANA of commercial paper ("External
Sources"). Funds will be made available from such sources in such order as SCANA
Services, as administrator of the Non-Utility Money Pool, may determine will
result in a lower cost of borrowing to companies borrowing from the Non-Utility
Money Pool, consistent with the individual borrowing needs and financial
standing of the Parties providing funds to the Non-Utility Money Pool. (b)
Borrowing Parties will borrow pro rata from each lending Party in the proportion
that the total amount loaned by such lending Party bears to the total amount
then loaned through the Non-Utility Money Pool. On any day when more than one
fund source (e.g., surplus treasury funds of SCANA and other Non-Utility Money
Pool participants ("Internal Sources") and funds from External Sources), with
different rates of interest, is used to fund loans through the Non-Utility Money
Pool, each borrowing Party will borrow pro rata from each such fund source in
the Non-Utility Money Pool in the same proportion that the amount of funds
provided by that fund source bears to the total amount of short-term funds
available to the Non-Utility Money Pool.
Section 1.04 Authorization. (a) Each loan shall be authorized by the
lending Party's chief financial officer or treasurer, or by a designee thereof.
(b) SCANA Services, as administrator of the Non-Utility Money Pool, will provide
each Party with periodic activity and cash accounting reports that include,
among other things, reports of cash activity, the daily balance of loans
outstanding and the calculation of interest charged. (c) All borrowings from the
Non-Utility Money Pool shall be authorized by the borrowing Party's chief
financial officer or treasurer, or by a designee thereof. No Party shall be
required to effect a borrowing-through the Non-Utility Money Pool if such Party
determines that it can (and is authorized to) effect such borrowing at lower
cost directly from banks or through the sale of its own commercial paper.
Section 1.05 Interest. The daily outstanding balance of all loans to
any Subsidiary shall accrue interest as follows: (a) If only Internal Funds
comprise the daily outstanding balance of all loans outstanding during a
calendar month, the interest rate applicable to such daily balances shall be the
rates for high-grade unsecured 30-day commercial paper of major corporations
sold through dealers as quoted in The Wall Street Journal (the "Average
Composite"). (b) If only External Funds comprise the daily outstanding balance
of all loans outstanding during a calendar month, the interest rate applicable
to such daily outstanding balances shall be the lender's cost for such External
Funds or, if more than one Party had made available External Funds at any time
during the month, the applicable interest rate shall be a composite rate, equal
to the weighted average of the costs incurred by the respective Parties for such
External Funds. (c) In cases where the daily outstanding balances of all loans
outstanding at any time during the month include both Internal Funds and
External Funds, the interest rate applicable to the daily outstanding balances
for the month shall be equal to the weighted average of (i) the cost of all
Internal Funds contributed by Parties, as determined pursuant to Section 1.05(a)
of this Agreement, and (ii) the cost of all such External Funds, as determined
pursuant to Section 1.05(b) of this Agreement. (d) The interest rate applicable
to Loans made by a Subsidiary to the Non-Utility Money Pool under Section 1.01
of this Agreement shall be the Average Composite as determined pursuant to
Section 1.05(a) of this Agreement.
Section 1.06 Certain Costs. The cost of compensating balances and fees
paid to banks to maintain credit lines by Parties lending External Funds to the
Non-Utility Money Pool shall initially be paid by the Party maintaining such
line. A portion of such costs shall be retroactively allocated every month to
the Subsidiaries borrowing such External Funds through the Non-Utility Money
Pool in proportion to their respective daily outstanding borrowings of such
External Funds.
Section 1.07 Repayment. Each subsidiary receiving a loan from the
Non-Utility Money Pool hereunder shall repay the principal amount of such loan,
together with all interest accrued thereon, on demand and in any event within
365 days of the date on which such loan was made. All loans made through the
Non-Utility Money Pool may be prepaid by the borrower without premium or
penalty.
Section 1.08 Form of Loans to Subsidiaries. Loans to the Subsidiaries
from the Non-Utility Money Pool shall be made as open-account advances, pursuant
to the terms of this Agreement. A separate promissory note will not be required
for each individual transaction. Instead, a promissory grid note evidencing the
terms of the transactions shall be signed by the Parties to the transaction. Any
such note shall: (a) be in substantially the form filed as Exhibit J-4 to the
Form U-l Application-Declaration in File No.70-9533 of the Commission; (b) be
dated as of the date of the initial borrowing; (c) mature on demand or on a date
agreed by the Parties to the transaction, but in any event not later than one
year after the date of the applicable borrowing; and (d) be repayable in whole
at any time or in part from time to time, without premium or penalty
ARTICLE II
OPERATION OF NON-UTILITY MONEY POOL
Section 2.01 Operation. Operation of the Non-Utility Money Pool,
including record keeping and coordination of loans, will be handled by SCANA
Services under the authority of the appropriate officers of the Parties. SCANA
Services shall be responsible for the determination of all applicable interest
rates and charges to be applied to advances outstanding at any time hereunder,
shall maintain records of all advances, interest charges and accruals and
interest and principal payments for purposes hereof, and shall prepare periodic
reports thereof for the Parties. SCANA Services will administer the Non-Utility
Money Pool on an "at cost" basis. Separate records shall be kept by SCANA
Services for the Non-Utility Money Pool established by this Agreement and any
other money pool administered by SCANA Services.
Section 2.02 Investment of Surplus Funds in the Non-Utility Money Pool.
Funds not required for the Non-Utility Money Pool loans (with the exception of
funds required to satisfy the Non-Utility Money Pool's liquidity requirements)
will ordinarily be invested in one or more short-term investments, including (i)
interest-bearing accounts with banks; (ii) obligations issued or guaranteed by
the U.S. government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued or guaranteed
by any state or political subdivision thereof, provided that such obligations
are rated not less than A by a nationally recognized rating agency; (iv)
commercial paper rated not less than A-l by S&P or P-l by Moody's, or their
equivalent by a nationally recognized rating agency; (v) money market funds;
(vi) bank certificates of deposit; (vii) Eurodollar funds; and (viii) such other
investments as are permitted by Section 9 (c) of the Act and Rule 40 thereunder.
Section 2.03 Allocation of Investment Earnings. The interest income and
other investment income earned by the Non-Utility Money Pool on loans and on
investment of surplus funds will be allocated among the Parties in accordance
with the proportion each Party's contribution of funds in the Non-Utility Money
Pool bears to the total amount of funds in the Non-Utility Money Pool and the
cost of any External Sources provided to the Non-Utility Money Pool by such
Party. Interest and other investment earnings will be computed on a daily basis
and settled once per month.
Section 2.04 Event of Default. If any Subsidiary shall generally not
pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors, or any proceeding shall be instituted by or against any Party
seeking to adjudicate it bankrupt or insolvent, then SCANA Services, on behalf
of the Non-Utility Money Pool, may, by notice to the Subsidiary, terminate the
Non-Utility Money Pool's commitment to the Subsidiary and/or declare the
principal amount then outstanding of, and the accrued interest on, the loans and
all other amounts payable to the Non-Utility Money Pool by the Subsidiary
hereunder to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by each
Subsidiary.
ARTICLE III
MISCELLANEOUS
Section 3.01 Amendments. No amendment to this Agreement shall be
adopted except in a writing executed by a duly authorized officer of each Party.
Section 3.02 Legal Responsibility. Nothing herein contained shall
render any Party liable for the obligations of any other Party hereunder and the
rights, obligations and liabilities of the parties are several in accordance
with their respective obligations, and not joint.
Section 3.03 Rules for Implementation. The Parties may develop a set of
guidelines for implementing the provisions of this Agreement, provided that the
guidelines are consistent with all of the provisions of this Agreement.
Section 3.04 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of South Carolina.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each Party hereto as of the date first above
written.
SCANA CORPORATION
By: s/Cathy Y. Kirven
-----------------------------------------
Name: Cathy Y. Kirven
-------------------------------------------
Title: Treasurer
------------------------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each Party hereto as of the date first above
written.
SCANA SERVICES, INC.
By: s/Cathy Y. Kirven
--------------------------------------
Name: Cathy Y. Kirven
----------------------------------------
Title: Treasurer
----------------------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each Party hereto as of the date first above
written.
SCG PIPELINE, INCORPORATED
By: s/Cathy Y. Kirven
---------------------------------------
Name: Cathy Y. Kirven
--------------------------------------
Title: Treasurer
-------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, South Carolina Pipeline
Corporation (the "Borrower"), hereby promises to pay to the order of SCANA
Corporation (the "Lender") at its principal office in Columbia, South Carolina,
on demand but in any event not later than one year after the date of such loan,
the principal sum set forth on the grid on the reverse side hereof or attached
hereto as "Principal Amount Outstanding." This note may be prepaid in full at
any time or in part from time to time without premium or penalty. The Principal
Amount Outstanding shall bear interest, calculated daily, at a rate equal to
______. Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SOUTH CAROLINA PIPELINE CORPORATION
By: s/Cathy Y. Kirven
---------------------------------------------------
Title: Treasurer
-----------------------------------------------
Date: January 2, 2002
-------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCG Pipeline, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCG PIPELINE, INCORPORATED
By: s/Cathy Y. Kirven
--------------------------------------------------
Title: Treasurer
--------------------------------------------------
Date: January 2, 2002
----------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Energy Marketing, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA ENERGY MARKETING, INC.
By: s/Cathy Y. Kirven
---------------------------------------------
Title: Treasurer
------------------------------------------
Date: January 2, 2002
--------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Energy Marketing, Inc. d/b/a
Scana Energy (the "Borrower"), hereby promises to pay to the order of SCANA
Corporation (the "Lender") at its principal office in Columbia, South Carolina,
on demand but in any event not later than one year after the date of such loan,
the principal sum set forth on the grid on the reverse side hereof or attached
hereto as "Principal Amount Outstanding." This note may be prepaid in full at
any time or in part from time to time without premium or penalty. The Principal
Amount Outstanding shall bear interest, calculated daily, at a rate equal to
______. Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA ENERGY MARKETING, INC.
D/B/A SCANA ENERGY
By: s/Cathy Y. Kirven
---------------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Communications, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA COMMUNICATIONS, INC.
By: s/Cathy Y. Kirven
--------------------------------------------------
Title: Treasurer
-------------------------------------------------
Date: January 2, 2002
---------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, ServiceCare, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SERVICECARE, INC.
By: s/Cathy Y. Kirven
-------------------------------------------------
Title: Treasurer
-------------------------------------------------
Date: January 2, 2002
---------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Primesouth, Inc. (the "Borrower"),
hereby promises to pay to the order of SCANA Corporation (the "Lender") at its
principal office in Columbia, South Carolina, on demand but in any event not
later than one year after the date of such loan, the principal sum set forth on
the grid on the reverse side hereof or attached hereto as "Principal Amount
Outstanding." This note may be prepaid in full at any time or in part from time
to time without premium or penalty. The Principal Amount Outstanding shall bear
interest, calculated daily, at a rate equal to ______. Interest will be
calculated on the daily Principal Amount Outstanding as indicated on the grid on
the reverse side hereof or attached hereto.
PRIMESOUTH, INC.
By: s/Cathy Y. Kirven
--------------------------------------------------
Title: Treasurer
-------------------------------------------------
Date: January 2, 2002
---------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Resources, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA RESOURCES, INC.
By: s/Cathy Y. Kirven
---------------------------------------------
Title: Treasurer
--------------------------------------------
Date: January 2, 2002
----------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Development Corporation (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA DEVELOPMENT CORPORATION
By: s/Cathy Y. Kirven
---------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Petroleum Resources, Inc.
(the "Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA PETROLEUM RESOURCES, INC.
By: s/Cathy Y. Kirven
---------------------------------------------
Title: Treasurer
--------------------------------------------
Date: January 2, 2002
----------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Energy Trading, LLC (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA ENERGY TRADING, LLC
By: s/Cathy Y. Kirven
-------------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Palmark, Inc. (the "Borrower"),
hereby promises to pay to the order of SCANA Corporation (the "Lender") at its
principal office in Columbia, South Carolina, on demand but in any event not
later than one year after the date of such loan, the principal sum set forth on
the grid on the reverse side hereof or attached hereto as "Principal Amount
Outstanding." This note may be prepaid in full at any time or in part from time
to time without premium or penalty. The Principal Amount Outstanding shall bear
interest, calculated daily, at a rate equal to ______. Interest will be
calculated on the daily Principal Amount Outstanding as indicated on the grid on
the reverse side hereof or attached hereto.
PALMARK, INC.
By: s/Cathy Y. Kirven
------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Palmetto Lime, LLC (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
PALMETTO LIME, LLC
By: s/Cathy Y. Kirven
-------------------------------------------
Title: Treasurer
---------------------------------------------
Date: January 2, 2002
-----------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Public Service Company, LLC
(the "Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA PUBLIC SERVICE COMPANY, LLC
By: s/Cathy Y. Kirven
-------------------------------------------------
Title: Treasurer
-------------------------------------------------
Date: January 2, 2002
---------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Clean Energy Enterprises, Inc.
(the "Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
CLEAN ENERGY ENTERPRISES, INC.
By: s/Cathy Y. Kirven
--------------------------------------------
Title: Treasurer
---------------------------------------------
Date: January 2, 2002
-----------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Cardinal Pipeline Company, LLC
(the "Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
CARDINAL PIPELINE COMPANY, LLC
By: s/Cathy Y. Kirven
------------------------------------------------------
Title: Treasurer
-----------------------------------------------------
Date: January 2, 2002
-------------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, Pine Needle LNG Company, LLC (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
PINE NEEDLE LNG COMPANY, LLC
By: s/Cathy Y. Kirven
------------------------------------------------------
Title: Treasurer
-----------------------------------------------------
Date: January 2, 2002
-------------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, PSNC Blue Ridge Corporation (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
PSNC BLUE RIDGE CORPORATION
By: s/Cathy Y. Kirven
--------------------------------------------
Title: Treasurer
-------------------------------------------------
Date: January 2, 2002
---------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, PSNC Cardinal Pipeline Company
(the "Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
PSNC CARDINAL PIPELINE COMPANY
By: s/Cathy Y. Kirven
--------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, PSNC Production Corporation (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
PSNC PRODUCTION CORPORATION
By: s/Cathy Y. Kirven
----------------------------------------------
Title: Treasurer
------------------------------------------------
Date: January 2, 2002
--------------------------------------------------
NOTE
FOR VALUE RECEIVED, the undersigned, SCANA Services, Inc. (the
"Borrower"), hereby promises to pay to the order of SCANA Corporation (the
"Lender") at its principal office in Columbia, South Carolina, on demand but in
any event not later than one year after the date of such loan, the principal sum
set forth on the grid on the reverse side hereof or attached hereto as
"Principal Amount Outstanding." This note may be prepaid in full at any time or
in part from time to time without premium or penalty. The Principal Amount
Outstanding shall bear interest, calculated daily, at a rate equal to ______.
Interest will be calculated on the daily Principal Amount Outstanding as
indicated on the grid on the reverse side hereof or attached hereto.
SCANA SERVICES, INC.
By: s/Cathy Y. Kirven
------------------------------------------
Title: Treasurer
------------------------------------------
Date: January 2, 2002
--------------------------------------------