Exhibit 10.21


 


TRANSPORTATION SERVICE AGREEMENT

Contract Identification FT11701


 


This
Transportation Service Agreement (Agreement) is entered into by Great Lakes Gas
Transmission Limited Partnership (Transporter) and TRANSCANADA PIPELINES
LIMITED (Shipper).


 


WHEREAS,
Shipper has requested Transporter to transport Gas on its behalf and
Transporter represents that it is willing to transport Gas under the terms and
conditions of this Agreement.


 


NOW,
THEREFORE, Transporter and Shipper agree that the terms below constitute the
transportation service to be provided and the rights and obligations of Shipper
and Transporter.


 


	
  1.

  	
  EFFECTIVE
  DATE:
  November 26, 2008

  
	
   

  	
   

  
	
  2.

  	
  CONTRACT
  IDENTIFICATION:
  FT11701

  
	
   

  	
   

  
	
  3.

  	
  RATE
  SCHEDULE: FT

  
	
   

  	
   

  
	
  4.

  	
  SHIPPER
  TYPE: Other

  
	
   

  	
   

  
	
  5.

  	
  STATE/PROVINCE
  OF INCORPORATION:
  Canada

  
	
   

  	
   

  
	
  6.

  	
  TERM: November 01, 2009 to October 31,
  2012

  
	
   

  	
   

  
	
   

  	
  Transporter
  and Shipper agree that Shipper may extend the primary term of this Agreement
  by exercising a contractual Right of First Refusal, pursuant to the procedures
  set forth in Section 16 of the General Terms and Conditions of the
  Transporter’s FERC Gas Tariff.

  
	
   

  	
   

  
	
  7.

  	
  EFFECT
  ON PREVIOUS CONTRACTS:

  
	
   

  	
   

  
	
   

  	
  This
  Agreement supersedes, cancels and terminates, as of the effective date stated
  above, the following contract(s): N/A

  
	
   

  	
   

  
	
  8.

  	
  MAXIMUM
  DAILY QUANTITY (Dth/Day): 360,000

  
	
   

  	
   

  
	
   

  	
  Please
  see Appendix A for further detail.

  
	
   

  	
   

  
	
  9.

  	
  RATES:

  
	
   

  	
   

  
	
   

  	
  Unless
  Shipper and Transporter have agreed to a rate other than the maximum rate,
  rates shall be Transporter’s maximum rates and charges plus all applicable
  surcharges in effect from time to time under the applicable Rate Schedule (as
  stated above) on file with the Commission unless otherwise agreed to by the
  parties in writing. Provisions governing a rate other than maximum shall be set
  forth in this Paragraph 9 and/or on Appendix B hereto.

  
	
   

  	
   

  
	
   

  	
  Shipper
  and Transporter agree that for service under this Agreement from the
  point(s) of receipt listed on Appendix A to the point(s) of
  delivery listed on Appendix A the Reservation Fee to be charged shall be
  $10.126 for the MDA of 360,000 Dth/Day as stated in Section 8, above.
  Shipper and Transporter agree that for a service under this Agreement from
  the St. Clair point of receipt for the winter service listed on Appendix A to
  the Emerson point of delivery for the winter service listed on Appendix A,
  the Utilization Fee to be charged shall be $0.0000 per Dth.

  
	
   

  	
   

  
	
  10.

  	
  POINTS
  OF RECEIPT AND DELIVERY:

  
	
   

  	
   

  
	
   

  	
  The
  primary receipt and delivery points are set forth on Appendix A.

  
	
   

  	
   

  
	
  11.

  	
  RELEASED
  CAPACITY:

  
	
   

  	
   

  
	
   

  	
  N/A

  
	
   

  	
   

  
	
  12.

  	
  INCORPORATION
  OF TARIFF INTO AGREEMENT:

  
	
   

  	
   

  
	
   

  	
  This
  Agreement shall incorporate and in all respects be subject to the “General
  Terms and Conditions” and the applicable Rate Schedule (as stated above) set
  forth in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, as
  may be revised from time to time. Transporter may file and seek Commission
  approval under Section 4 

  



 

















 


	
   

  	
  of
  the Natural Gas Act (NGA) at any time and from time to time to change any
  rates, charges or provisions set forth in the applicable Rate Schedule (as
  stated above) and the “General Terms and Conditions” in Transporter’s FERC
  Gas Tariff, Second Revised Volume No. 1, and Transporter shall have the
  right to place such changes in effect in accordance with the NGA, and this
  Agreement shall be deemed to include such changes and any such changes which
  become effective by operation of law and Commission Order, without prejudice
  to Shipper’s right to protest the same.

  
	
   

  	
   

  
	
  13.

  	
  MISCELLANEOUS:

  
	
   

  	
   

  
	
   

  	
  No
  waiver by either party to this Agreement of any one or more defaults by the
  other in the performance of this Agreement shall operate or be construed as a
  waiver of any continuing or future default(s), whether of a like or a
  different character.

  
	
   

  	
   

  
	
   

  	
  Any
  controversy between the parties arising under this Agreement and not resolved
  by the parties shall be determined in accordance with the laws of the State
  of Michigan.

  
	
   

  	
   

  
	
  14.

  	
  OTHER
  PROVISIONS:

  
	
   

  	
   

  
	
   

  	
  It
  is agreed that no personal liability whatsoever shall attach to, be imposed
  on or otherwise be incurred by any Partner, agent, management official or
  employee of the Transporter or any director, officer or employee of any of
  the foregoing, for any obligation of the Transporter arising under this
  Agreement or for any claim based on such obligation and that the sole
  recourse of Shipper under this Agreement is limited to assets of the
  Transporter.

  
	
   

  	
   

  
	
   

  	
  Upon
  termination of this Agreement, Shipper’s and Transporter’s obligations to
  each other arising under this Agreement, prior to the date of termination,
  remain in effect and are not being terminated by any provision of this
  Agreement.

  
	
   

  	
   

  
	
  15.

  	
  NOTICES
  AND COMMUNICATIONS:

  
	
   

  	
   

  
	
   

  	
  All
  notices and communications with respect to this Agreement shall be in writing
  and sent to the addresses stated below or at any other such address(es) as
  may be designated in writing:

  



 


	
  ADMINISTRATIVE
  MATTERS

  	
   

  
	
   

  	
   

  
	
  Great
  Lakes Gas Transmission Limited

  	
  TRANSCANADA
  PIPELINES LIMITED

  
	
  Partnership

  	
  450
  - 1st Street S.W.

  
	
  5250
  Corporate Drive

  	
  Calgary,
  AB T2P 5H1

  
	
  Troy,
  MI 48098

  	
  Canada

  
	
  Attn:
  Transportation Services

  	
  Attn:
  Steve Pohlod

  



 


	
   

  	
  PAYMENT
  BY ELECTRONIC TRANSFER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Great
  Lakes Gas Transmission Limited

  	
  TRANSCANADA
  PIPELINES LIMITED

  
	
   

  	
  Partnership

  	
  Attn:
  Angie Czenczek

  
	
   

  	
  Citibank,
  NA, New York, NY

  	
   

  
	
   

  	
  ABA
  No:  021000089

  	
   

  
	
   

  	
  Account
  No:3076-5207

  	
   

  



 


 


	
   

  	
  AGREED
  TO BY:  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT
  LAKES GAS TRANSMISSION

  	
   

  
	
   

  	
  LIMITED
  PARTNERSHIP

  	
   

  
	
   

  	
  By:
  Great Lakes Gas Transmission Company

  	
  TRANSCANADA
  PIPELINES LIMITED

  
	
   

  	
   

  	
   

  



 


Operator and Agent for Great Lakes Gas


Transmission Limited Partnership


 


	
  By: 

  	
  /s/ Joseph E. Pollard

  	
   

  	
  By: 

  	
  /s/ Steve Pohlod

  
	
  Joseph
  E. Pollard

  	
  Steve
  Pohlod

  
	
  Title: Director,
  Transportation Services

  	
  Title: Vice President,
  Commercial East

  
	
   

  	
  Canadian Pipelines

  



 

















 


	
   

  	
  By: 

  	
  /s/
  Max Feldman

  
	
   

  	
   

  	
  Max
  Feldman

  
	
   

  	
   

  	
  Title: Senior Vice
  President, Canadian and

  Eastern U.S. Pipelines

  



 

















 


APPENDIX A


Contract Identification FT11701


 


Date: November 26. 2008


Supersedes Appendix Dated:
Not Applicable


 


Shipper:
TRANSCANADA PIPELINES LIMITED


 


Maximum
Daily Quantity (Dth/Day) per Location:


 


	
  Begin
  Date

  	
   

  	
  End Date

  	
   

  	
  Point(s) of Primary Receipt

  	
   

  	
  Point(s) of Primary Delivery

  	
   

  	
  MDQ

  	
   

  	
  (MAOP)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Service – January through December

  	
   

  
	
  11/01/2009

  	
   

  	
  10/31/2012

  	
   

  	
  EMERSON

  	
   

  	
   

  	
   

  	
  360,000

  	
   

  	
  974

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/01/2009

  	
   

  	
  10/31/2012

  	
   

  	
   

  	
   

  	
  ST.
  CLAIR

  	
   

  	
  360,000

  	
   

  	
  974

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Winter Only Service – November through March

  	
   

  
	
  11/01/2009

  	
   

  	
  10/31/2012

  	
   

  	
  ST.
  CLAIR

  	
   

  	
   

  	
   

  	
  160,000

  	
   

  	
  974

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/01/2009

  	
   

  	
  10/31/2012

  	
   

  	
   

  	
   

  	
  EMERSON

  	
   

  	
  160,000

  	
   

  	
  974