Iroquois Gas Transmission System, L.P.

FIRST REVISED VOLUME NO. 1

Effective Date: 04/15/2010, Docket: RP10-489-000, Status: Effective

SECOND REVISED SHEET NO. 178D SECOND REVISED SHEET NO. 178D

Superseding: FIRST REVISED SHEET NO. 178D

ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

Any entity which shall succeed by purchase, merger or

consolidation to the properties, substantially as an entirety,

of either Transporter or Shipper, as the case may be, shall be

entitled to the rights and shall be subject to the obligations

of its predecessor in title under this Contract. [Any party may,

without relieving itself of its obligations under this Contract,

assign any of its rights hereunder to an entity with which it

is affiliated, but otherwise no assignment of this Contract or of

any of the rights or obligations hereunder shall be made unless

there first shall have been obtained the written consent thereto

of Shipper in the event of an assignment by Transporter or

Transporter in the event of an assignment by Shipper, which

consents shall not be unreasonably withheld.][Any party may,

without relieving itself of its obligations under this Contract,

assign any of its rights hereunder to an entity if that party

first obtains the written consent thereto of the other party

and such consents shall not be unreasonably withheld.] It is

agreed, however, that the restrictions on assignment contained

in this Article VII shall not in any way prevent either party to

this Contract from pledging or mortgaging its rights hereunder

as security for its indebtedness.

ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND OPERATOR

Shipper acknowledges and agrees that (a) Transporter is a

Delaware limited partnership; (b) Shipper shall have no recourse

against any Partner in Transporter with respect to the

obligations of Transporter under this Contract and that its sole

recourse shall be against the partnership assets, irrespective of

any failure to comply with applicable law or any provision of

this Contract; (c) no claim shall be made against any Partner

under or in connection with this Contract; (d) Shipper shall have

no right of subrogation to any claim of Transporter for any

capital contributions from any Partner to Transporter; (e) no

claims shall be made against the Operator, its officers,

employees, and agents, under or in connection with this Contract

and the performance of Operator’s duties as Operator (provided

that this shall not bar claims resulting from the gross

negligence or willful misconduct of Operator, its officers,

employees or agents) and Shipper shall provide Operator with a

waiver of subrogation of Shipper’s insurance company for all such

claims; and (f) this representation is made expressly for the

benefit of the Partners in Transporter and Operator.