Exhibit 10.29


 


REDACTED


 


SERVICE PACKAGE NO. 410057

AMENDMENT NO. 0


 


GAS TRANSPORTATION AGREEMENT  

(For Use Under Rate Schedules FT-A and FT-GS)


 


THIS AGREEMENT is
made, entered into and effective as of this 1ST day of November,
2001 by and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee
Corporation, hereinafter referred to as “Transporter” and DUKE ENERGY MURRAY,
LLC, hereinafter referred to as “Shipper.” Transporter and Shipper shall be
referred to herein individually as the “Party” and collectively as “Parties.”


 


ARTICLE I - DEFINITIONS


 


The definitions found in
Section 1 of Transporter’s General Terms and Conditions are incorporated herein
by reference.


 


ARTICLE II - SCOPE OF AGREEMENT


 


Transporter agrees to
accept and receive daily, on a firm basis, at the Receipt Point(s) listed on
Exhibit A attached hereto, from Shipper such quantity of gas as Shipper makes
available up to the applicable Transportation Quantity stated on Exhibit A
attached hereto and deliver for Shipper to the Delivery Point(s) listed on
Exhibit A attached hereto an Equivalent Quantity of gas. The Rate Schedule
applicable to this Agreement shall be stated on Exhibit A.


 


ARTICLE III - RECEIPT AND DELIVERY PRESSURES


 


Shipper shall deliver, or
cause to be delivered, to Transporter the gas to be transported hereunder at
pressures sufficient to deliver such gas into Transporter’s system at the
Receipt Point(s). Transporter shall deliver the gas to be transported hereunder
to or for the account of Shipper at the pressures existing in Transporter’s
system at the Delivery Point(s) unless otherwise specified on Exhibit A.


 


ARTICLE IV - QUALITY SPECIFICATIONS AND STANDARDS FOR
MEASUREMENTS


 


For all gas received,
transported, and delivered hereunder, the Parties agree to the quality specifications
and standards for measurement as provided for in Transporter’s General Terms
and Conditions. Transporter shall be responsible for the operation of
measurement facilities at the Delivery Point(s) and Receipt Point(s). In the
event that measurement facilities are not operated by Transporter, the
responsibility for operations shall be deemed to be Shipper’s.


 


ARTICLE V - FACILITIES


 


The facilities necessary
to receive, transport, and deliver gas as described herein are in place and no
new facilities are anticipated to be required.


 


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ARTICLE
VI


 


RATES AND
CHARGES FOR GAS TRANSPORTATION


 


6.1       Rates and Charges -
Commencing on the date of implementation of this Agreement under Section 10.1,
the compensation to be paid by Shipper to Transporter shall be in accordance
with Transporter’s effective Rate Schedule FT-A or FT-GS, as specified on
Exhibit A. Where applicable, Shipper shall also pay the Gas Research Institute
surcharge and Annual Charge Adjustment surcharge as such rates may change from
time to time. Except as provided to the contrary in any written or electronic
agreement(s) between Transporter and Shipper in effect during the term of this
Agreement, Shipper shall pay Transporter the applicable maximum rate(s) and all
other applicable charges and surcharges specified in the Notice of Rates in
Transporter’s FERC Gas Tariff and in this Rate Schedule. Transporter and
Shipper may agree that a specific discounted rate will apply only to certain
volumes under the Agreement. Transporter and Shipper may agree that a specified
discounted rate will apply only to specified volumes (MDQ, TQ, commodity
volumes or Authorized Overrun volumes) under the Agreement; that a specified
discounted rate will apply only if specified volumes are achieved (with the
maximum rates applicable to volumes above the specified volumes or to all
volumes if the specified volumes are never achieved); that a specified
discounted rate will apply only during specified periods of the year or over a
specifically defined period of time; and/or that a specified discounted rate
will apply only to specified points, zones, markets or other defined
geographical areas. Transporter and Shipper may agree to a discounted rate
pursuant to the provisions of this Section 6.1 provided that the discounted
rate is between the applicable maximum and minimum rates for this service.


 


6.2       Changes in Rates and
Charges - Shipper agrees that Transporter shall have the unilateral right to
file with the appropriate regulatory authority and make changes effective in
(a) the rates and charges stated in this Article, (b) the rates and charges
applicable to service pursuant to the Rate Schedule under which this service is
rendered and (c) any provisions of Transporter’s General Terms and Conditions
as they may be revised or replaced from time to time. Without prejudice to
Shipper’s right to contest such changes, Shipper agrees to pay the effective
rates and charges for service rendered pursuant to this Agreement. Transporter
agrees that Shipper may protest or contest the aforementioned filings, or may
seek authorization from duly constituted regulatory authorities for adjustment
of Transporter’s existing FERC Gas Tariff as may be found necessary to assure
Transporter just and reasonable rates.


 


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ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION


 


As between the Parties
hereto, it is agreed that from the time gas is delivered by Shipper to
Transporter at the Receipt Point(s) and prior to delivery of such gas to or for
the account of Shipper at the Delivery Point(s), Transporter shall be
responsible for such gas and shall have the unqualified right to commingle such
gas with other gas in its system and shall have the unqualified right to handle
and treat such gas as its own. Prior to receipt of gas at Shipper’s Receipt
Point(s) and after delivery of gas at Shipper’s Delivery Point(s), Shipper
shall have sole responsibility for such gas.


 


ARTICLE VIII - BILLINGS AND PAYMENTS


 


Billings and payments
under this Agreement shall be in accordance with Section 16 of Transporter’s
General Terms and Conditions as they may be revised or replaced from time to
time.


 


ARTICLE IX - RATE SCHEDULES AND GENERAL TERMS AND
CONDITIONS


 


This Agreement is subject
to the effective provisions of Transporter’s FT-A or FT-GS Rate Schedule, as
specified in Exhibit A, or any succeeding rate schedule and Transporter’ s
General Terms and Conditions on file with the FERC, or other duly constituted
authorities having jurisdiction, as the same may be changed or superseded from
time to time in accordance with the rules and regulations of the FERC, which
Rate Schedule and General Terms and Conditions are incorporated by reference
and made a part hereof for all purposes.


 


ARTICLE X - TERM OF CONTRACT


 


10.1     This Agreement shall be
effective as of the 1 day of November, 2001 and shall remain in force and
effect until 31 day of October 2016, (“Primary Term”), provided, however, that
if the Primary Term is one year or more, then the contract shall remain in
force and effect and the contract term will automatically roll-over for
additional five year increments (“Secondary Term”) unless Shipper, one year
prior to the expiration of the Primary Term or a Secondary Term, provides written
notice to Transporter of either (1) its intent to terminate the contract upon
expiration of the then current term or (2) its desire to exercise its
right-of-first-refusal in accord with Section 7.3 of Transporter’s General
Terms and Conditions. Provided further, if the FERC or other governmental body
having jurisdiction over the service rendered pursuant to this Agreement
authorizes abandonment of such service, this Agreement shall terminate


 


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on the abandonment date
permitted by the FERC or such other governmental body.


 


10.2     In addition to any other
remedy Transporter may have, Transporter shall have the right to terminate this
Agreement in the event Shipper fails to pay all of the amount of any bill for
service rendered by Transporter hereunder when that amount is due, provided
Transporter shall give Shipper and the FERC thirty days notice prior to any
termination of service. Service may continue hereunder if within the thirty day
notice period satisfactory assurance of payment is made in accord with Section
16 of Transporter’s General Terms and Conditions.


 


ARTICLE XI - REGULATION


 


11.1     This Agreement shall be
subject to all applicable governmental statutes, orders, rules, and regulations
and is contingent upon the receipt and continuation of all necessary regulatory
approvals or authorizations upon terms acceptable to Transporter and Shipper.
This Agreement shall be void and of no force and effect if any necessary
regulatory approval or authorization is not so obtained or continued. All
Parties hereto shall cooperate to obtain or continue all necessary approvals or
authorizations, but no Party shall be liable to any other Party for failure to
obtain or continue such approvals or authorizations.


 


11.2     Promptly following the
execution of this Agreement, the Parties will file, or cause to be filed, and
diligently prosecute, any necessary applications or notices with all necessary
regulatory bodies for approval of the service provided for herein.


 


11.3     In the event the Parties are
unable to obtain all necessary and satisfactory regulatory approvals for
service prior to the expiration of two (2) years from the effective date
hereof, then, prior to receipt of such regulatory approvals, either Party may
terminate this Agreement by giving the other Party at least thirty (30) days
prior written notice, and the respective obligations hereunder, except for the
reimbursement of filing fees herein, shall be of no force and effect from and
after the effective date of such termination.


 


11.4     The transportation service
described herein shall be provided subject to the provisions of the FERC
Regulations shown by Shipper on Exhibit A hereto.


 


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ARTICLE XII - ASSIGNMENTS


 


12.1     Either Party may assign or
pledge this Agreement and all rights and obligations hereunder under the
provisions of any mortgage, deed of trust, indenture or other instrument that
it has executed or may execute hereafter as security for indebtedness; otherwise,
Shipper shall not assign this Agreement or any of its rights and obligations
hereunder, except as set forth in Section 17 of Transporter’s General Terms and
Conditions.


 


12.2     Any person or entity that
shall succeed by purchase, transfer, merger, or consolidation to the
properties, substantially or as an entirety, of either Party hereto shall be
entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.


 


ARTICLE XIII - WARRANTIES


 


In addition to the
warranties set forth in Section 22 of Transporter’s General Terms and
Conditions, Shipper warrants the following:


 


13.1     Shipper warrants that all
upstream and downstream transportation arrangements are in place, or will be in
place, as of the requested effective date of service, and that it has advised
the upstream and downstream transporters of the receipt and delivery points
under this Agreement and any quantity limitations for each point as specified
on Exhibit A attached hereto. Shipper agrees to indemnify and hold Transporter
harmless for refusal to transport gas hereunder in the event any upstream or
downstream transporter fails to receive or deliver gas as contemplated by this
Agreement.


 


13.2     Shipper agrees to indemnify
and hold Transporter harmless from all suit actions, debts, accounts, damages,
costs, losses, and expenses (including reasonable attorneys fees) arising from
or out of breach of any warranty, by the Shipper herein.


 


13.3     Shipper warrants that it will
have title or the right to acquire title to the gas delivered to Transporter
under this Agreement.


 


13.4     Transporter shall not be
obligated to provide or continue service hereunder in the event of any breach
of warranty; provided, Transporter shall give Shipper and the FERC thirty days
notice prior to any termination of service. Service will continue if, within
the thirty day notice period, Shipper cures the breach of warranty.


 


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ARTICLE XIV - MISCELLANEOUS


 


14.1     Except for changes specifically
authorized pursuant to this Agreement, no modification of or supplement to the
terms and conditions hereof shall be or become effective until Shipper has
submitted a request for change through Transporter’s Electronic Bulletin Board
and Shipper has been notified through Transporter’s Electronic Bulletin Board
of Transporter’s agreement to such change.


 


14.2     No waiver by any Party of any
one or more defaults by the other in the performance of any provision of this
Agreement shall operate or be construed as a waiver of any future default or
defaults, whether of a like or of a different character.


 


14.3     Except when notice is
required through Transporter’s Electronic Bulletin Board, pursuant to
Transporter’s FT-A or FT-GS Rate Schedule, as applicable, or pursuant to
Transporter’s General Terms and Conditions, any notice, request, demand,
statement or bill provided for in this Agreement or any notice that either
Party may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended to receive the
same, as the case may be, to the Party’s address shown on Exhibit A hereto or
to such other address as either Party shall designate by formal written notice
to the other. Routine communications, including monthly statements and
payments, may be mailed by either registered or ordinary mail. Notice shall be
deemed given when sent.


 


14.4     THE INTERPRETATION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE
LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE THAT
REFERS TO THE LAWS OF ANOTHER JURISDICTION.


 


14.5     The Exhibit(s) attached
hereto is/are incorporated herein by reference and made a part of this
Agreement for all purposes.


 


14.6     If any provision of this
Agreement is declared null and void, or voidable, by a court of competent
jurisdiction, then that provision will be considered severable at Transporter’s
options; and if the severability option is exercised, the remaining provisions
of the Agreement shall remain in full force and effect.


 


14.7     This Agreement supersedes and
cancels the Gas Sales and Transportation Agreement(s) between Shipper and
Transporter dated (not applicable) and (not applicable) respectively.


 


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IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be duly executed as of the date
first hereinabove written.


 


	
  EAST TENNESSEE NATURAL
  GAS COMPANY

  	
   

  	
   

  
	
  BY: 

  	
   

  /s/ C. Gregory Harper

  	
   

  	
   

  	
   

  
	
   

  	
  C. Gregory Harper

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Vice President,

  East Tennessee Natural Gas Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  November 19, 2001

  	
   

  	
   

  	
   

  
						



 


 


	
  DUKE ENERGY MURRAY, LLC

  	
   

  	
   

  
	
  BY: 

  	
   

  /s/ Larry Wall

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  VP

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  11/12/01

  	
   

  	
   

  	
   

  
						



 


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SERVICE PACKAGE NO. 410057


 


EXHIBIT A TO THE 

FIRM TRANSPORTATION AGREEMENT 

DATED: November 1, 2001

BETWEEN 

EAST TENNESSEE NATURAL GAS COMPANY

AND 

DUKE ENERGY MURRAY, LLC


 


Shipper: DUKE ENERGY
MURRAY, LLC

Rate Schedule: FT-A

Transportation Quantity: [***]

Proposed Commencement Date: Later of: November 1, 2001

Termination Date: Later of: October 31, 2016


 


Transportation Service
will be provided under Part 284, Subpart G of FERC Regulations.


Primary Receipt Point(s):


 


	
   

  	
   

  	
   

  	
   

  	
  Maximum

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meter

  	
   

  	
  Daily

  	
   

  	
  Interconnect

  	
   

  	
  Location

  	
   

  
	
  Name

  	
   

  	
  No.

  	
   

  	
  Quantity

  	
   

  	
  Party

  	
   

  	
  Co., State

  	
   

  
	
  El Paso -
  Ridgetop

  	
   

  	
  53101

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  Robertson Co., TN

  	
   

  



 


Primary Delivery
Point(s):


 


	
   

  	
   

  	
   

  	
   

  	
  Maximum

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meter

  	
   

  	
  Daily

  	
   

  	
  Interconnect

  	
   

  	
  Location

  	
   

  
	
  Name

  	
   

  	
  No.

  	
   

  	
  Quantity

  	
   

  	
  Party

  	
   

  	
  Co., State

  	
   

  
	
  Loudon North

  	
   

  	
  59143

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  Montgomery Co., TN

  	
   

  



 


Name of entity(s) to
delivery gas to Transporter:


 


Name of entity(s) to
receive gas from Transporter:


 






*Transporter shall not be
obligated to deliver more cubic feet of gas to any Shipper than the quantity
calculated using 1.03 dth per million cubic feet.


 


Notices not made through
the LINK system shall be made to:


 


Shipper 

NOTICES:   [***]


 


Attention:
    [***]


 


INVOICES: [***]


 


Attention:
  [***]


 


_________


*** Certain information on this page has
been omitted and filed separately with the SEC. Confidential treatment has been
requested with respect to the omitted portions.


 


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  New Facilities
  Required:

  	
  Not applicable.

  
	
  New Facilities Charge:

  	
  Not applicable.

  



 


(This Exhibit A
supersedes and cancels the Exhibit A dated (not applicable) to the Gas
Transportation Agreement dated (not applicable).


 


	
  EAST TENNESSEE NATURAL
  GAS CO.

  	
   

  	
  DUKE ENERGY MURRAY, LLC

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ C. Gregory Harper

  	
   

  	
   

  	
  BY:

  	
  /s/ Larry Wall

  	
   

  
	
   

  	
  C. Gregory Harper

  Vice President,

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  East Tennessee Natural
  Gas Company

  	
   

  	
   

  	
  TITLE:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  November 19, 2001

  	
   

  	
   

  	
  DATE:

  	
  11/12/01

  	
   

  
											



 


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