Maritimes & Northeast Pipeline, L.L.C.

First Revised Volume No. 1

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

Second Revised Sheet No. 120 Second Revised Sheet No. 120

Superseding: First Revised Sheet No. 120

RATE SCHEDULE MNOP

OFF-PEAK 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.

Pipeline is free to contract at any time with other parties

for new transportation services (whether firm or

interruptible) without liability to Customer for any

resulting interruption or reduction of transportation

service hereunder insofar as the service is interruptible

hereunder.

3. RATES

3.1 The applicable unit rates for service hereunder are set

forth in the currently effective Sheet No. 7, 8, 9 and 10

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,

8, and 9. 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 MNOP set

forth on the effective Sheet Nos. 7, 8, and 9, Pipeline

shall identify the rate on the effective Sheet No. 10 for

negotiated rates.