Funds Transfer Agency Agreement Template

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FUNDS TRANSFER AGENCY AGREEMENT
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This Funds Transfer Agency Agreement ("FTA Agreement") is made and entered into as of
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[_________ __, 199_,] by [Marketer] (“Buyer”), [Bank] ("Fund Transfer Agent" or "FTA"), and [Supplier]
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("Seller").
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ARTICLE I
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SCOPE OF AGREEMENT
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1.1
SPECIAL PROVISION TO NATURAL GAS SALE AND PURCHASE CONTRACT: This FTA
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Agreement constitutes a Special Provision to that certain Base Contract for Short-Term Sale and
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Purchase of Natural Gas dated _________ __, 199_, between Buyer and Seller ("Base Contract"), and is
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intended to supplement the General Terms and Conditions ("GT&C") affecting all Transactions
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thereunder wherein Buyer and Seller assume the respective roles indicated above. Capitalized terms
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used in this FTA Agreement, which are not herein defined, will have the meanings ascribed to them in the
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GT&C.
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1.2
TERM:
This FTA Agreement shall commence on _________ __, 199_, and continue on a
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Month-to-Month basis until terminated by any party upon 30 days written notice to the other parties;
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provided, however, that this FTA Agreement may not be terminated prior to the expiration of the latest
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Delivery Period of any Transaction Confirmation(s) previously agreed to by the parties subject to this FTA
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Agreement. The obligation to make payment hereunder, including any related adjustments, shall survive
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the termination or cancellation of this FTA Agreement.
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1.3
APPOINTMENT OF FUNDS TRANSFER AGENT ("FTA"):
Seller and Buyer hereby appoint
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FTA as their agent under this FTA Agreement and all related documents, instruments and agreements
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("Related Agreement(s)"), and authorize the FTA, in such capacity, to exercise such powers and perform
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such duties as are expressly delegated to the FTA by the terms of this FTA Agreement and the Related
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Agreements, together with such other powers as are reasonably incidental thereto. The FTA shall not
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have any duties or responsibilities to, or any fiduciary relationship with, Buyer or Seller, and no implied
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covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this FTA
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Agreement or any Related Agreement or otherwise exist with respect to the FTA, except those expressly
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set forth herein.
1
FUNDS TRANSFER AGENCY AGREEMENT
2
This Funds Transfer Agency Agreement ("FTA Agreement") is made and entered into as of
3
[_________ __, 199_,] by [Marketer] (“Buyer”), [Bank] ("Fund Transfer Agent" or "FTA"), and [Supplier]
4
("Seller").
5
ARTICLE I
6
SCOPE OF AGREEMENT
7
1.1
SPECIAL PROVISION TO NATURAL GAS SALE AND PURCHASE CONTRACT: This FTA
8
Agreement constitutes a Special Provision to that certain Base Contract for Short-Term Sale and
9
Purchase of Natural Gas dated _________ __, 199_, between Buyer and Seller ("Base Contract"), and is
10
intended to supplement the General Terms and Conditions ("GT&C") affecting all Transactions
11
thereunder wherein Buyer and Seller assume the respective roles indicated above. Capitalized terms
12
used in this FTA Agreement, which are not herein defined, will have the meanings ascribed to them in the
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GT&C.
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1.2
TERM:
This FTA Agreement shall commence on _________ __, 199_, and continue on a
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Month-to-Month basis until terminated by any party upon 30 days written notice to the other parties;
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provided, however, that this FTA Agreement may not be terminated prior to the expiration of the latest
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Delivery Period of any Transaction Confirmation(s) previously agreed to by the parties subject to this FTA
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Agreement. The obligation to make payment hereunder, including any related adjustments, shall survive
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the termination or cancellation of this FTA Agreement.
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1.3
APPOINTMENT OF FUNDS TRANSFER AGENT ("FTA"):
Seller and Buyer hereby appoint
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FTA as their agent under this FTA Agreement and all related documents, instruments and agreements
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("Related Agreement(s)"), and authorize the FTA, in such capacity, to exercise such powers and perform
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such duties as are expressly delegated to the FTA by the terms of this FTA Agreement and the Related
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Agreements, together with such other powers as are reasonably incidental thereto. The FTA shall not
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have any duties or responsibilities to, or any fiduciary relationship with, Buyer or Seller, and no implied
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covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this FTA
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Agreement or any Related Agreement or otherwise exist with respect to the FTA, except those expressly
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set forth herein.
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ARTICLE II
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TRANSACTION PROCEDURE
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2.1
MODIFICATION TO BASE CONTRACT:
The parties will use the following Transaction
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Confirmation procedure in lieu of the procedure set out in Sections 1.2 and 1.3 of the GT&C.
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2.2
EXECUTION OF TRANSACTION CONFIRMATION BY BUYER AND SELLER:
Should Buyer
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and Seller come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery
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Period subject to this FTA Agreement, the Confirming Party shall, and the other party may, record that
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agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile,
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to the other party and to the FTA by the close of the Business Day following the date of agreement. If a
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sending party's Transaction Confirmation is agreeable to the receiving party, the receiving party will
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execute the Transaction Confirmation and communicate copies thereof to the sending party and to the
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FTA by facsimile transmission by the close of the Business Day following receipt.
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2.3
CONFIRMATION OF TRANSACTION BY FTA:
Upon the FTA's receipt of a Transaction
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Confirmation executed by both Buyer and Seller or of non-conflicting Transaction Confirmations from both
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Buyer and Seller, FTA will verify (i) that Buyer has contracted with a repurchaser to take delivery of a like
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quantity of gas at the Delivery Point(s) identified on the Transaction Confirmation under the same
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Performance Obligation (firm or interruptible); (ii) that Buyer's repurchaser has agreed to make payment
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through the FTA of the funds due for its purchase of the gas delivered and accepted at such Delivery
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Point(s); and (iii) that the price to be paid by the repurchaser for such gas is not less than the price set
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out on the Transaction Confirmation between Buyer and Seller. The FTA will confirm its verification
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within 24 hours of its receipt of the executed Transaction Confirmation(s) by executing the FTA
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Confirmation Statement, as provided below, as a Special Condition at the bottom of the Transaction
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Confirmation and returning copies of such executed FTA Confirmation Statement to Buyer and Seller by
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facsimile transmission. (An example of this form of Transaction Confirmation is attached as Exhibit A-1.)
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Special Condition - FTA Confirmation Statement
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[Bank], as the Fund Transfer Agent (FTA), has reviewed the foregoing Transaction Confirmation
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and hereby confirms to Seller and Buyer that it shall make payment on behalf of Buyer to Seller
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for the gas delivered subject to this Transaction Confirmation pursuant to the terms and
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conditions to its FTA Agreement with Buyer and Seller. FTA further confirms that Buyer has
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contracted for the repurchase of a corresponding quantity of gas at the Delivery Point(s) identified
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above, under the same Performance Obligation and at a price greater than the price set out
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above, and that Buyer's repurchaser has agreed to make payments for such gas directly to FTA.
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[Bank]:
__________________________________
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2.4
CONFIRMATION EXECUTION REQUIRED:
If Seller or Buyer has not received the FTA's
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Confirmation Statement within 24 hours after communication of the executed Transaction Confirmation to
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FTA, such party shall contact FTA and the other party by telephone regarding such non-receipt. The
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parties acknowledge that their agreement will not be binding until FTA executes its FTA Confirmation
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Statement and communicates a copy of such to Seller.
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2.5
NO MODIFICATION; ENTIRE AGREEMENT:
A fully executed and confirmed Transaction
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Confirmation may not be modified without the written consent of Buyer, Seller and the FTA. The entire
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agreement between the parties shall be those provisions contained in both the Base Contract, as
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supplemented by this FTA Agreement, and any effective Transaction Confirmation. In the event of a
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conflict among the terms of (i) a Transaction Confirmation, (ii) the Base Contract, and the GT&E, the
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terms of the documents shall govern in the priority listed in this sentence.
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ARTICLE III
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PAYMENTS
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3.1
PAYMENT FROM FTA:
FTA shall pay Seller by wire transfer for the benefit of Buyer on the
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next Business day following receipt of funds paid by Buyer's repurchaser, and in accordance with FTA
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wire instructions contained in Section 3.2 below. Buyer shall not be required to enter into any other
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contractual or other arrangements in order to effectuate payments to Seller. FTA's obligation to make
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payment to Seller hereunder is specifically conditioned upon FTA's receipt of funds from Buyer's
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repurchaser.
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3.2
PAYMENT ADDRESS:
All payments from Buyer to Seller shall be sent through FTA via Fed
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Funds to Seller at the address set out herein.
Only Seller may request revisions to the address
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specified for payment herein, which requests shall not be made more than two times per year, unless due
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to merger or mandated by State or Federal regulations.
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[Supplier'] - Wire Transfer Account
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Bank:
[Supplier's Bank]
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Account No. [000-00-000000]
ABA # [000000000]
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[City, State]
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Invoice Reference No. _____________
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Please include invoice reference number _______________ in the text field of your wire transfer.
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ARTICLE IV
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NOTICES
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4.1
NOTICE REQUIREMENTS:
Any notice provided for in this FTA Agreement, or any notice
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which any party may desire to give to the others, shall be in writing and shall only be deemed to be duly
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delivered upon receipt.
Such notice shall in each instance be sent by facsimile or other mutually
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acceptable electronic means, and confirmed by a telephone call as soon as possible during common
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business hours, to the contacts set out below.
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4.2
NOTICES TO FTA:
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Primary Contact:
Emergency Contact:
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[name]
[name]
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Telephone No:
Telephone No:
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Facsimile No:
Facsimile No:
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4.3
NOTICES TO BUYER:
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Primary Contact:
Emergency Contact:
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[name]
[name]
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Telephone No:
Telephone No:
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Facsimile No:
Facsimile No:
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4.4
NOTICES TO SELLER:
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Primary Contact:
Emergency Contact:
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[name]
[name]
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Telephone No:
Telephone No:
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Facsimile No:
Facsimile No:
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4.5
CHANGE OF CONTACTS:
Any party may change the designated contact and telephone or
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facsimile numbers for notices upon seven days written notice.
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As evidence of their agreement hereto, the parties have caused this FTA Agreement to be duly
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executed in triplicate originals by their authorized representatives as of the date first written above.
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BUYER:
SELLER:
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By:
____________________
By:
____________________
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Name:
____________________
Name:
____________________
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Title:
____________________
Title:
____________________
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FUNDS TRANSFER AGENT:
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By:
____________________
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Name:
____________________
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Title:
____________________

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