Exhibit 10.36


 


REDACTED


 


TSA No: 1002908


 


FIRM (RATE SCHEDULE FT) 

TRANSPORTATION SERVICE AGREEMENT


 


THIS
TRANSPORTATION SERVICE AGREEMENT (“Agreement”), between
Reliant Energy Gas Transmission Company (“REGT”), a Delaware corporation (“Transporter”),
and Duke Energy Hot Springs, LLC, a Delaware limited liability company (“Shipper”),
covering the transportation of natural gas by Transporter on behalf of Shipper
as more particularly described herein, is entered into this l5th day
of August, 2001 in accordance with the following terms and conditions:


 


1)                         ADDRESSES:


 


	
  Address for Notices to Shipper:

  	
   

  	
  Address for Notices to Transporter:

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  Facsimile No.: [***]

  	
   

  	
  Facsimile No.: [***]

  
	
  Address for Invoices to Shipper:

  	
   

  	
  Wire Transfer Information:

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
  Address for Payments to Transporter:

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
  [***]

  



 


2)                         TERM, REGULATORY AUTHORITY, CONTRACT DEMAND AND
RECEIPT ENTITLEMENTS: See Attachment A


 


3)                         RECEIPT AND DELIVERY POINTS:


 


	
  Receipt Point(s):

  	
   

  	
  Receipt Quantity (Dth/D)

  
	
  All generally available Pools and AlRPs in the
  Neutral Pooling Area.

  	
   

  	
  [***]

  







*Absent
designation of MRO’s for any specific physical Point of Receipt, Transporter
shall have no obligation to permit Shipper to utilize any such Point of Receipt
or to receive any specific quantities on Shipper’s behalf at such point.


 


	
  Primary Delivery Point(s): 

  	
   

  	
  Maximum Delivery Obligation (Dth/D)

  
	
  At a delivery point to be constructed off of
  Transporter’s Line AC in Hot Spring County, Arkansas, as further described in
  the companion Facilities Agreement letter of even date herewith, to deliver
  gas to Shipper’s Hot Springs Power Plant now under construction.

  	
   

  	
  [***]

  



 


3)                         RATE:


 


Unless Transporter agrees
in writing otherwise, Shipper shall pay, or cause to be paid, to Transporter
each month for all services provided hereunder the maximum applicable rate, and
any other charges, fees, direct bill amounts, taxes, assessments, or surcharges
provided for in Transporter’s Tariff, as on file and in effect from time to
time, for each service rendered hereunder.


 


5)                         SIGNATURE:


 


This Agreement
constitutes a contract with Transporter for the transportation of natural gas,
subject to the terms and conditions appearing on the face and reverse side hereof
and any attachments, all of which are incorporated herein by reference and made
part of this Agreement.


 


	
  TRANSPORTER:
  

  RELIANTENERGY GAS TRANSMISSION COMPANY

  	
  SHIPPER:

  DUKE ENERGY HOT SPRIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Hausler

  	
   

  	
  By:

  	
  /s/ L. A. Wall

  
	
  Robert C. Hausler

  	
  Name:

  	
  L. A. Wall

  
	
  Vice President

  	
  Title:

  	
  Vice President

  
							



 


_________


*** 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.


 

















 


GENERAL TERMS AND CONDITIONS


 


1                             Upon
Shipper’s failure to pay when due all or any part of amounts billed in
connection with services rendered or to comply with the terms of this
Agreement, Transporter may terminate this Agreement and/or suspend service, as
appropriate, in accordance with the provisions of Section 14 of the General
Terms and Conditions of the Tariff.


 


2.                          Transporter
may terminate this Agreement if it relates to service under Section 311 of the
Natural Gas Policy Act of 1978 (“NGPA”) if it also terminates like service for
others on a not unduly discriminatory basis which is consistent with applicable
law and regulations.


 


3.                          Upon
termination hereof for whatever reason, Shipper agrees to stop delivering gas
to Transporter for service and, unless otherwise agreed by Transporter, to seek
no further service from Transporter hereunder. Shipper agrees to cooperate with
and assist Transporter in obtaining such regulatory approvals and
authorizations, if any, as are necessary or appropriate in view of such termination
and abandonment of service hereunder.


 


4.                          Termination
of this Agreement shall not relieve either party of any obligation that might
otherwise exist to cash-out or correct any Imbalance hereunder nor relieve
Shipper of its obligation to pay any monies due hereunder to Transporter and
any portions of this Agreement necessary to accomplish such purposes shall be
deemed to survive for the time and to the extent required.


 


5.                          This
Agreement shall be subject to the provisions of Rate Schedule FT as well as the
General Terms and Conditions set forth in Transporter’s Tariff, as on file and
in effect from time to time, all of which by this reference are made a part
hereof.


 


6.                          Transporter
shall have the right at any time, and from time to time, to file and place into
effect unilateral changes or modifications in the rates and charges, and other
terms and conditions of service hereunder, and as set forth in said Rate
Schedule and in said General Terms and Conditions, in accordance with the
Natural Gas Act or other applicable law.


 


7.                          Subject
to the provisions of the Tariff and this Agreement, Transporter shall receive,
transport, and deliver, for the account of Shipper for the purposes
contemplated herein, on a firm basis a quantity of Gas up to the quantity or
quantities specified in the Agreement.


 


8.                          Gas
shall be (i) tendered to Transporter for transportation hereunder at the
Point(s) of Receipt and (ii) delivered by Transporter after transportation to
Shipper, or for Shipper’s account, at the Point(s) of Delivery on the terms and
at the points shown in this Agreement Subject to the provisions of the Tariff,
Transporter shall tender for delivery quantities of Gas thermally-equivalent to
those delivered by Shipper, less Compressor or Storage Fuel retained.


 


9.                          Except
as otherwise permitted in the Tariff, this Agreement shall not be assigned by
Shipper in whole or in part, nor shall Shipper agree to provide services to
others by use of any capacity contracted for under the Agreement, without
Transporter’s prior written consent. In addition to all other rights and
remedies, Transporter may terminate the Agreement immediately if it is assigned
by Shipper or if Shipper subcontracts the capacity to others contrary to the
provisions hereof, whether the assignment or contract be voluntary, or by
operation of law or otherwise. Subject to the above, the respective rights and
obligations of the parties under the Agreement shall extend to and be binding
upon their heirs, successors, assigns and legal representatives. Any person
which shall succeed by purchase, merger or consolidation to the properties,
substantially as an entirety, of either party hereto, shall be entitled to the
rights and shall be subject to the obligations of its predecessor in title
under this Agreement; and either party may assign or pledge this Agreement
under the provisions of any mortgage, deed of trust, indenture, bank credit
agreement, assignment or similar instrument which it has executed or may
execute hereafter.


 


10.                    Any notice,
statement, or bill provided for in this Agreement shall be in writing and shall
be considered as having been given if hand delivered, or if received, when
mailed by United States mail, postage prepaid, to the addresses specified
therein, or such other addresses as either party shall designate by written
notice to the other. Additionally, notices shall be considered as having been
given, if received, when sent via facsimile or through electronic data
interchange.


 


11.                    Shipper agrees
that any representations and agreements contained in any credit application
submitted in connection with this service shall be incorporated herein by
reference and made a part hereof.


 


12.                    All
modifications, amendments or supplements to the terms and provisions hereof
shall be effected by supplementary written consent of the parties.


 

















 


ATTACHMENT A

TO THE AGREEMENT BETWEEN REGT

AND DUKE ENERGY HOT SPRINGS, LLC

DATED August 15, 2001

(TSA #1002908)

PAGE 1 OF 1


 


2)                        TERM,
REGULATORY AUTHORITY, CONTRACT DEMAND AND RECEIPT ENTITLEMENTS:


 


	
  Effective Date:

  	
  May 1, 2002*

  	
  End Date:

  	
  October 31, 2002

  
	
  Effective Date:

  	
  May 1, 2003

  	
  End Date:

  	
  October 31, 2003

  
	
  Effective Date:

  	
  May 1, 2004

  	
  End Date:

  	
  October 31, 2004

  
	
  Effective Date:

  	
  May 1, 2005

  	
  End Date:

  	
  October 31, 2005

  
	
  Effective Date:

  	
  May 1, 2006

  	
  End Date:

  	
  October 31, 2006

  
	
  Effective Date:

  	
  May 1, 2007

  	
  End Date:

  	
  October 31, 2007

  
	
  Effective Date:

  	
  May 1, 2008

  	
  End Date:

  	
  October 31, 2008

  
	
  Effective Date:

  	
  May 1,2009

  	
  End Date:

  	
  October 31, 2009

  
	
  Effective Date:

  	
  May 1, 2010

  	
  End Date:

  	
  October 31, 2010

  
	
  Effective Date:

  	
  May 1, 2011

  	
  End Date:

  	
  October 31, 2011

  
	
  Effective Date:

  	
  May 1, 2012

  	
  End Date:

  	
  October 31, 2012

  
	
  Effective Date:

  	
  May 1, 2013

  	
  End Date:

  	
  October 31, 2013

  
	
  Effective Date:

  	
  May 1, 2014

  	
  End Date:

  	
  October 31, 2014

  
	
  Effective Date:

  	
  May 1, 2015

  	
  End Date:

  	
  October 31, 2015

  
	
  Effective Date:

  	
  May 1, 2016

  	
  End Date:

  	
  October 31, 2016

  
	
  Effective Date:

  	
  May 1, 2017

  	
  End Date:

  	
  October 31, 2017

  
	
  Effective Date:

  	
  May 1, 2018

  	
  End Date:

  	
  October 31, 2018

  
	
  Effective Date:

  	
  May 1, 2019

  	
  End Date:

  	
  October 31, 2019

  
	
  Effective Date:

  	
  May 1, 2020

  	
  End Date:

  	
  October 31, 2020

  
	
  Effective Date:

  	
  May 1, 2021

  	
  End Date:

  	
  October 31, 2021

  
	
  Effective Date:

  	
  May 1, 2022

  	
  End Date:

  	
  October 31, 2022

  



 






* Subject to completion
of delivery facilities as provided in companion Facilities Agreement letter of
even date herewith.


 


	
  Regulatory Authority:

  	
  Part 284, Subpart G

  
	
  Contract Demand:

  	
  [* * *] Dth/D

  
	
  Receipt Entitlement:

  	
  Neutral Pooling Area [*
  * *] Dth/day

  



 


5)                        OTHER
PROVISIONS - (CONTINUED):


 


5.1)               The parties hereby
agree that the provisions of Section 13.4 of the G T & C of Transporter’s
Tariff shall apply with respect to third-party transportation to the extent
utilized to provide service hereunder.


 


5.2)               Payments shall be
received by Transporter within the time prescribed by Section 14 of the G T
& C of Transporter’s Tariff. Amounts past due hereunder shall bear interest
as provided in Section 14 of the G T & C of the Tariff. Shipper shall pay
all costs associated with the collection of such past due amounts including,
but not limited to, attorney’s fees and court costs. Shipper hereby represents
and warrants that the party executing this Agreement on its behalf is duly
authorized and possesses all necessary corporate or other authority required to
legally bind Shipper.


 


_________


*** 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.


 

















 


TRANSACTION SHEET

With Duke Energy Hot Springs LLC (“Shipper”)

Dated August 15, 2001

Attached to Master Rate Agreement Dated August 15, 2001

Related To Firm Transportation Service Agreement (“Agreement”) 1002908


 


A.                      ADDITIONAL ELIGIBLE RECEIPT POINTS:


 


All generally available
Pools and AIRPs in the South Pooling Area.


 


B.                        ADDITIONAL ELIGIBLE DELIVERY POINTS:


 


Not applicable


 


C.                        TRANSMISSION ALLOWANCE: The rates
described in this subparagraph may exceed the maximum Tariff reservation or
usage charges and are agreed to in accordance with Section 12.3, GT&C, of
the Tariff. For the period during which FERC authorization is effective for
Transporter to collect Negotiated Rates under this Rate Agreement, Transporter
shall bill and Shipper shall pay each month for each Dth of Contract Demand (as
provided on the date hereof) for eligible services under the Agreement a
Reservation Charge calculated by multiplying [* * *] Dth by [* * *] Shipper
also shall pay the following Commodity Rates for all quantities scheduled and
delivered to the Primary Delivery Point, up to the MDO (or hourly portion
thereof) originally set forth in the Agreement, from eligible Receipt Points:
[* * *]/Dth for deliveries from 1:00 p.m. to 7:00 p.m., and [* * *]/Dth for all
other deliveries. For purposes hereof, the term “Transmission Allowance” shall
mean the total rate (reservation and commodity components) applicable to
eligible quantities as provided in the Rate Agreement. If there is use of
Receipt or Delivery Points other than those specified in Section 3 and/or
Attachment A of the Agreement or on this Transaction Sheet (including sourcing,
by any means or by operation of any Tariff mechanisms, gas supplies received
initially into Transporter’s system at points or in a manner inconsistent with
the provisions hereof), Shipper will pay no less than the maximum Tariff rate
for the remaining term of the Agreement. If Shipper releases capacity, it shall
pay Transporter for any portion of the foregoing Commodity Rates applicable to
deliveries not received by Transporter from the replacement shipper.


 


Shipper shall pay a
Reservation Charge each Month based on the Dth of Contract Demand specified in
the Agreement, regardless of the quantity of gas transported during the Service
Month.


 


 


	
  D.

  	
  TERM:

  	
  Begin Date:

  	
  Service Commencement Date for Agreement 

  
	
   

  	
   

  	
  End Date:

  	
  Twenty (20) years after Begin Date (rates effective
  only for recurring periods specified in Agreement for each Year)

  



 


 


Any attached appendices
are incorporated herein by reference and made part of this Rate Agreement. If
any of the provisions of this Rate Agreement conflict with the provisions of
the applicable Agreement or Transporter’s Tariff, the terms of the applicable
Agreement, or Transporter’s Tariff, as the case may be, shall be deemed to
control.


 


	
  ACCEPTED AND AGREED TO:

  	
  ACCEPTED AND AGREED TO:

  
	
   

  	
   

  
	
  TRANSPORTER:

  RELIANT ENERGY GAS TRANSMISSION

  	
  SHIPPER:

  DUKE ENERGY HOT SPRINGS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Hausler

  	
   

  	
  By:

  	
  /s/ L. A. Wall

  
	
  Name:

  	
  Robert C. Hausler

  	
  Name:

  	
  L. A. Wall

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Vice President

  
									



 


_________


*** 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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