ex10108052008.htm


    Exhibit
10.1

     

    TRANSPORTATION
SERVICE AGREEMENT 

    Contract
Identification FT9141

     

    This
Transportation Service Agreement (Agreement) is entered into by Great Lakes Gas
Transmission Limited Partnership (Transporter) and ANR PIPELINE COMPANY
(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: March 12, 2008

       

      2.         CONTRACT
IDENTIFICATION: FT9141 (RELEASING CONTRACT ID: FT2321)


                

      

      3.         RATE
SCHEDULE: FT

       

      4.         SHIPPER
TYPE: Interstate PI

       

      5.         STATE/PROVINCE
OF INCORPORATION: Delaware

       

      6.         TERM:
November
01, 2008 to March 31, 2015

      
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): 56,000

                
                  Please
      see Appendix A for further
detail.

                

              


      

      
      

       

      9.         RATES:

      
        	
                 
      

              	
                Unless
      Shipper and Transporter have agreed to a Discounted Rate, pursuant to
      Section 19.2 of the General Terms and Conditions, or to a Negotiated Rate,
      pursuant to Section 4.5 of the Rate Schedule named above, 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 Discounted Rate shall be set
      forth in this Paragraph 9. Provisions governing a Negotiated Rate shall be
      set forth on Appendix B hereto.

                 

                The
      applicable rates and charges will be the maximum allowable rates and
      charges under Rate Schedule FT, including any applicable surcharge
      reflecting incremental pricing for all or a portion of this service,
      unless otherwise agreed to in writing by Transporter.  Such
      surcharges are listed on tariff sheet 4A of Transporters FERC Gas Tariff,
      Second Revised Volume No. 1. The surcharges applicable to this service are
      those listed for contract:

                 

                FT2321
      or any superseding service.

              


      

       

      10.       POINTS
OF RECEIPT AND DELIVERY:

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

       

      
        	
                11.

              	
                RELEASED
      CAPACITY:

              


      

      
        	
                 
      

              	
                Shipper
      received this capacity through a permanent release from Contract ID
      FT2321.

              


      

       

      
        	
                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.

              


      

       

      
        
          
          

        

        
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                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

                Partnership

                5250
      Corporate Drive

                Troy,
      MI 48098

                Attn:
      Transportation Services

                 

              	
                 

                ANR
      PIPELINE COMPANY

                717
      Texas Avenue

                Suite
      2400

                Houston,
      TX 77002-2761

                Attn:

                 

              
	 
      	
                PAYMENT
      BY ELECTRONIC TRANSFER

                Great
      Lakes Gas Transmission Limited

                Partnership

                JPMorgan
      Chase Bank, Detroit, MI

                ABA
      No:   072000326

                Account
      No:  07308-43

              	
                 

                ANR
      PIPELINE COMPANY

                Attn:
      Pearline Mcmahon

                 

              
	 
      	
                 

                AGREED
      TO BY:

                 

              	 
      
	 
      	
                GREAT
      LAKES GAS TRANSMISSION LIMITED PARTNERSHIP

                By:
      Great Lakes Gas Transmission Company

                 

                Operator
      and Agent for Great Lakes Gas Transmission Limited
Partnership

                 

              	
                ANR
      PIPELINE COMPANY

              


      

       

      
        	 
      	
                By:

              	
                /s/ Joseph E.
      Pollard            

                Joseph
      E. Pollard

                Title:  Director,
      Transportation Services

              	
                By:

              	
                /s/ Gary C.
      Charette              

                Gary
      C. Charette

                Title:  Vice-President,
      Commercial Operations

              	 
      


      

      


      
        
          
             


          

          
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      APPENDIX
A

      Contract
Identification FT9141

    

     

    Date:
March 12.
2008

    Supersedes
Appendices Dated: Not
Applicable

     

    Shipper:
ANR PIPELINE COMPANY

     

     

    Maximum
Daily Quantity (Dth/Day) per Location:

    
      
        	
                Begin
      Date

              	
                End
      Date

              	
                Point(s)
      of Primarv Receipt

              	
                Point(s)
      of Primarv Delivery

              	
                MDQ

              	
                (MAOP)

              
	
                11/01/2008

              	
                03/31/2015

              	
                FARWELL

              	 
      	
                56,000

              	
                974

                 

              
	
                11/01/2008

              	
                03/31/2015

              	 
      	
                ST.
      CLAIR

              	
                56,000

              	
                974

              


      




     

     

     

     

    
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