Maritimes & Northeast Pipeline, L.L.C.

First Revised Volume No. 1

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Effective Date: 08/01/2009, Docket: RP09-809-000, Status: Suspended

Third Revised Sheet No. 102 Third Revised Sheet No. 102

Superseding: Second Revised Sheet No. 102

RATE SCHEDULE MN365

365 DAY FIRM TRANSPORTATION SERVICE

(continued)

2. APPLICABILITY AND CHARACTER OF SERVICE (continued)

2.3 Pipeline shall not be obligated to add any facilities to

expand its capacity in any manner in order to provide new

service pursuant to this Rate Schedule; provided, however,

Pipeline may, at its option, and with Customer's consent,

add facilities or expand capacity to provide such service,

pursuant to Section 17 of the GT&C and provided further

Pipeline is obligated to maintain its facilities in a

manner that will allow it to provide certificated service

or make appropriate filings with the Commission, such as

for abandonment authorization or to idle facilities.

3. RATES

3.1 The applicable unit rates for service hereunder are set

forth in the currently effective Sheet Nos. 7, 8 and 9 of

this Tariff and are hereby incorporated herein. The rates

in this Rate Schedule are subject to adjustment pursuant to

Sections 20, 21, 22, 23, and 24 of the GT&C and to change

pursuant to the effective Service Agreement. Unless

Pipeline and Customer agree in writing upon a rate for

service provided hereunder, the rate applicable to Customer

for service hereunder shall be the applicable maximum

rate(s) as set forth on the effective Sheet Nos. 7 and 8.

In the event that the Pipeline and Customer agree in

writing to a rate that exceeds the maximum rate or is less

than the minimum rate for Rate Schedule MN365 set forth on

the effective Sheet Nos. 7 and 8, Pipeline shall identify

the rate on the effective Sheet No. 9 for negotiated rates.

3.2 Effective as of the Date of Commencement of Service, as

provided for in the effective Service Agreement, Pipeline

shall charge and Customer shall pay Pipeline for mainline

transportation service, including Backhaul service, under

this Rate Schedule each applicable Month during the twelve

(12) Month Service Year, the sum of the following amounts: