ex10208052008.htm


    
      
        Exhibit
10.2

         

        TRANSPORTATION
SERVICE AGREEMENT 

        Contract
Identification FT9158

         

        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 14, 2008

       

      2.         CONTRACT
IDENTIFICATION: FT9158 (RELEASING CONTRACT ID: FT2321)

       

      3.         RATE
SCHEDULE: FT

       

      4.         SHIPPER
TYPE: Interstate PI

       

      5.         STATE/PROVINCE
OF INCORPORATION: Delaware

       

      6.         TERM:
April 01, 2009 to October 31, 2014, Timely

       

      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): 44,000 Summer Only (April through
      October)

              


      

      
        	
                 
      

              	
                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:

              


      

      
        	
                 
      

              	
                Capacity
      rights for this Agreement were released from DYNEGY MARKETING & TRADE
      INC. (Releasing Shipper) pursuant to Section 15 of Transporter’s General
      Terms and Conditions.  Accordingly, Shipper is a Replacement
      Shipper as that term is defined
therein.

              


      

       

      
        	
                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.

              


      

       

      
      

               

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      
        	
                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.

                   

                  Right
      to Amend primary Points: No

                


        

         

      

      
        	
                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

                  	 
      


          

        

      

       

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

        APPENDIX
A

        Contract
Identification FT9158

      

       

      Date:
March 14.
2008

      Supersedes
Appendices Dated: Not
Applicable

       

      Shipper:
ANR PIPELINE COMPANY

       

      Summer
Only (April through October), Winter MDQ is 0 (zero)

       

      Maximum
Daily Quantity (Dth/Day) per Location:

      
        
          	
                  Begin
      Date

                	
                  End
      Date

                	
                  Point(s)
      of Primarv Receipt

                	
                  Point(s)
      of Primarv Delivery

                	
                  MDQ

                	
                  (MAOP)

                
	
                  04/01/2009 

                	
                  10/31/2014 

                	
                  Farwell     

                	    St. Clair  	
                  44,000   

                	
                  974

                   

                


        



       

       

       

       

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