Millennium Pipeline Company, L. L. C.

Original Volume No. 1

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Effective Date: 11/01/2009, Docket: RP10-17-001, Status: Effective

Substitute Original Sheet No. 556C Substitute Original Sheet No. 556C

Superseding: Original Sheet No. 556C

Service Agreement No. __________

Control No. ____________________

SERVICE AGREEMENT

(Continued)

Section 6. Pledge and Assignment. Any company which succeeds by

purchase, merger, or consolidation to the properties, substantially as an

entirety, of Shipper, or of Transporter, as the case may be, is entitled to

the rights and is subject to the obligations of its predecessor in title

under this Service Agreement; and either the Shipper or Transporter may

assign or pledge this Service Agreement under the provisions of any mortgage,

deed of trust, indenture, bank credit agreement, assignment or similar

instrument which they have executed or may execute hereafter. Otherwise,

neither Shipper nor Transporter may assign this Service Agreement or any of

their rights under this Service Agreement unless they first obtain the

consent in writing of the other party which consent will not be withheld

unreasonably; provided further, however, that neither Shipper nor Transporter

may be released from its obligations under this Service Agreement without the

consent of the other, which consent will not be withheld unreasonably.

Section 7. Special Provisions.

Check that which applies:

__ Yes __ No Shipper may be entitled to extend this Service Agreement

upon providing Transporter written notice of its intent to extend twelve (12)

months prior to the expiration date of this Agreement, subject to the

following limitations:

Section 8. Notices. Notices to Transporter under this Agreement should

be addressed to it at Millennium Pipeline Company, L.L.C., One Blue Hill

Plaza, 7th Floor, P.O. Box 1565, Pearl River, NY 10965 and notices to Shipper

should be addressed to it at _______________________, Attention:

____________________, until changed by either party by written notice.

Section 9. Superseded Agreements. This Service Agreement supersedes and

cancels, as of the first day of the term of this Service Agreement, the

following Service Agreements:

Section 10. Further Agreement. (Write None or, if applicable, specify the

agreement containing provisions permitted by Tariff under the applicable Rate

Schedule and pursuant to Section 55 of the General Terms and Conditions of

Transporter's FERC Gas Tariff.)