EXHIBIT 10.47
AMENDMENT TO
GAS EXCHANGE AGREEMENT
Between
CONSUMERS ENERGY COMPANY
And
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
(Firm Service)
THIS AMENDMENT TO GAS EXCHANGE AGREEMENT entered into this 28 day of March 2002,
by Consumers Energy Company (Consumers Energy) and Midland Cogeneration Venture
Limited Partnership (MCV)
WITNESSETH
WHEREAS, Consumers Energy and MCV entered into a certain Gas
Exchange Agreement for Firm Service dated March 2, 1988; and
WHEREAS, Michigan Gas Storage Company (MGSCo) and MCV entered
into a Service Agreement under Rate Schedule F (firm) dated March 2, 1988; and
WHEREAS, Consumers Energy and MGSCo are operated as an
integrated system; and
WHEREAS, Consumers Energy's rates are regulated by the
Michigan Public Service Commission (Commission or MPSC) and MGSCo's rates are
regulated by the Federal Regulatory Energy Commission (FERC); and
WHEREAS, Consumers Energy and MGSCo petitioned the MPSC to
assert jurisdiction over the rates and tariffs of MGSCo through a consolidation
of the two companies; and
WHEREAS, the MPSC did assert such jurisdiction in Case No.
U-13052 by order dated August 16, 2001; and
WHEREAS, the FERC has recognized the jurisdictional rights of
the MPSC by order dated February 28, 2002 and will relinquish its jurisdiction
over MGSCo upon issuance of a rate order in MPSC Case U-13000; and
WHEREAS, upon such jurisdictional transfer, Consumers Energy
and MCV wish to transfer the cost of transportation currently charged under the
MGSCo Service Agreement from MGSCo to Consumers Energy; and
WHEREAS, the MGSCo Service Agreement will terminate upon
cessation of FERC jurisdiction and the dissolution of MGSCo and the existing Gas
Exchange Agreement must be amended to reflect this transfer of costs; and
WHEREAS, Consumers Energy offers to provide the services to
MCV under the amended Gas Exchange Agreement which MCV is currently receiving
under the MGSCo Service Agreement; and
WHEREAS, such transfer of costs from the Service Agreement to
the Gas Exchange Agreement will not result in any change in the total cost
currently paid by MCV;
NOW, THEREFORE, in consideration of the mutual premises
contained herein and other good and valuable consideration the Gas Exchange
Agreement is amended as follows:
I. The Gas Exchange Agreement for Firm Service is amended as
follows:
1. ARTICLE IV, RATES is amended as follows;
In the first sentence, second line, "$0.111" is
changed to,"$0.121076". Following the first sentence,
insert the following: "In addition, Shipper will pay
Consumers a Commodity Rate of $.0004 per dth
multiplied by the quantity of gas in dth which
Consumers delivered on behalf of Shipper at the
Points of Redelivery during the month."
2. ARTICLE V, FUEL is amended as follows:
In the first sentence, first line, "0.2%" is changed
to, ".3497%"
3. ARTICLE XII, STATEMENTS AND PAYMENTS is amended as
follows:
The last two lines of Section 1 are changed to read:
"Consumers/Panhandle Eastern Pipeline Company
(Panhandle) Interconnect, or the Consumers/Great
Lakes Gas Transmission Company (Great Lakes)
Interconnects, as the case may be".
4. EXHIBIT A is amended as set forth in the attached
AMENDED EXHIBIT A.
II. The effective date of this amendment will be the date on which
the FERC issues its order acknowledging the jurisdictional
claim of the MPSC and relinquishing jurisdiction or the date
of the MPSC order approving these amendments, whichever is
later.
III. Consumers Energy assumes responsibility for and agrees to
provide the same services under this amended agreement that
MCV is currently receiving under the MGSCo Service Agreement.
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IV. Except as modified herein, all other terms of the Gas Exchange
Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have indicated their agreement
by their signatures below.
Consumers Energy Company Midland Cogeneration Venture Limited
Partnership
By: Michael J. Shore By: LeRoy W. Smith
------------------------------- --------------------------------
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A M E N D E D
EXHIBIT A
TO GAS EXCHANGE AGREEMENT
Dated March 2, 1988
BETWEEN
CONSUMERS ENERGY COMPANY
And
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
(Firm Service)
PART 1 - POINTS OF RECEIPT
A. The term "Point(s) of Receipt" shall, for all gas delivered to
Consumers, mean any of the following existing interconnections
between:
(a) Trunkline Gas Company and Consumers located at the state
line near White Pigeon, Michigan in St Joseph County,
Michigan
(b) Michigan Consolidated Gas Company and Consumers located near
Northville, Michigan in Wayne County, Michigan
(c) ANR and Consumers located near Overisel, Michigan in Allegan
County, Michigan or near White Pigeon, Michigan in St Joseph
County, Michigan
(d) Panhandle Eastern Pipe Line Company and Consumers near
Manchester, Michigan in Washtenaw County, Michigan
(e) Great Lakes Gas Transmission Company and Consumers near Mt
Pleasant, Michigan in Isabella County, Michigan
(f) Such other point(s) as the parties might hereafter agree to
B. The term "Point(s) of Receipt" shall, for all gas redelivered to
Consumers from Storage Service, mean the outlet of the following
Consumers storage facilities:
(a) Overisel Storage Field in Allegan County, Michigan
(b) Ray Storage Field in Macomb County, Michigan
(c) St Clair Area Storage Fields in St Clair County, Michigan
(d) Northville Storage Field in Wayne County, Michigan
(e) Marion Area Storage Fields in Clare County, Michigan
(f) Such other point(s) as the parties might hereafter agree to
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PART II - POINTS OF REDELIVERY
A. The term "Point(s) of Redelivery" shall, for all gas delivered to
Consumers for Storage Service, mean the inlet to the following
Consumers storage facilities:
(a) Overisel Storage Field in Allegan County, Michigan
(b) Ray Storage Field in Macomb County, Michigan
(c) St Clair Area Storage Fields in St Clair County, Michigan
(d) Northville Storage Field in Wayne County, Michigan
(e) Marion Area Storage Fields in Clare County, Michigan
(f) Such other point(s) as the parties might hereafter agree to
B. Point of Redelivery to Midland Cogeneration Venture Limited
Partnership
The term "Point of Redelivery" shall mean the interconnection between the
facilities of Consumers and MCV immediately downstream from:
(a) Stewart Road City Gate in Midland County, Michigan
(including the downstream interconnection with the Dow
Chemical Company)
(b) Summerton Road Valve Site in Isabella County, Michigan
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