Maritimes & Northeast Pipeline, L.L.C.

First Revised Volume No. 1

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Effective Date: 07/05/2008, Docket: RP08-400-000, Status: Effective

First Revised Sheet No. 469 First Revised Sheet No. 469

Superseding: Original Sheet No. 469

RATE SCHEDULE MNTTT

TITLE TRANSFER TRACKING SERVICE

5. TTT POINTS

Any physical receipt point located on Pipeline's system ("TTT

Point"), provided that the point is covered by an active Operational

Balancing Agreement, can be utilized for the nomination of TTT service.

Pipeline will permit TTT Party to nominate Title Transfers of quantities

of natural gas at any of the TTT Points, subject to the existence of

adequate corresponding transportation rights under Subject Service

Agreement(s) to transport the quantities away from the TTT Point.

Pipeline shall provide one meter identification number to correspond

to each location at which Title Transfer Tracking services for that

location can be effected. This meter identification will be used

exclusively for nominations of transactions related to Title Transfer

Tracking service on Pipeline's system. Pipeline shall post the meter

identification numbers on its Internet Web site.

6. TITLE TRANSFER TRACKING PROCEDURES

6.1 General Procedure.

A. For any Day on which a TTT Party desires to utilize the TTT

service to track a Title Transfer for TTT Party's account under

this Rate Schedule, such TTT Party shall provide a nomination to

Pipeline in accordance with Section 5 of the General Terms and

Conditions, specifying:

(1) the quantity of gas for which title is to be transferred,

(2) the upstream party participating in the TTT transaction, and

the upstream party's associated upstream contract identifier,

(3) the downstream party participating in the TTT transaction, and

the downstream party's associated downstream contract

identifier,

(4) the meter identification number that corresponds to the

physical receipt location at which the TTT service is being

performed, and

(5) such other information as may be required by Pipeline to

effect the TTT service.

B. When TTT Party's nomination is confirmed as required by the

General Terms and Conditions and subject to the limitations set

forth in this Rate Schedule, such quantity shall constitute a TTT

Scheduled Quantity at that TTT Point.

6.2 TTT Party is required to ensure that quantities transferred to the

transferee(s) of TTT Party and scheduled under a Subject Service

Agreement or another TTT Service Agreement equal the quantities

received from TTT Party's transferor(s) at each TTT Point on each

Day.

RATE SCHEDULE MNTTT

TITLE TRANSFER TRACKING SERVICE

6. TITLE TRANSFER TRACKING PROCEDURES (continued)

6.3 On or before the nomination deadlines applicable to Pipeline's

service under the Subject Service Agreement(s), TTT Party shall

provide nomination data to Pipeline consistent with the requirements

of Section 5 of the General Terms and Conditions, for each of TTT

Party's TTT Points. Pipeline shall confirm that the nomination data

received from TTT Party is equivalent to valid nominations under

another TTT Service Agreement(s) or under Subject Service Agreements

that will physically transport the quantities away from the TTT

Point(s). The quantities determined through this process shall be

referred to as the "TTT Scheduled Quantities."

6.4 After confirmation and scheduling, any changes to TTT Scheduled

Quantities shall be effective only if a corresponding nomination

change has been made under a Subject Service Agreement and the change

has been confirmed by Pipeline, the affected point operator(s) and

any other affected TTT Party.

6.5 If any nominated service under a Subject Service Agreement fails to

be scheduled for any reason, then Pipeline shall notify TTT Party,

and TTT Party shall revise the nomination data on a prospective basis

to reflect the revised TTT Quantities.

6.6 TTT Party shall make personnel available to Pipeline at all times,

for purposes of the nomination and confirmations to be performed

hereunder.

6.7 With respect to the TTT service, Maritimes shall be entitled to rely

upon the information set forth in the nomination of a TTT Party made

in accordance with Section 5 of the General Terms and Conditions, and

Maritimes shall have no obligation to verify the accuracy of such

information.

7. GENERAL TERMS AND CONDITIONS

All of the General Terms and Conditions of Pipeline's FERC Gas Tariff of

which this Rate Schedule is a part are applicable to this Rate Schedule

and are made a part hereof to the extent that such terms and conditions

are not contradicted by any provision herein. For purposes of the

applicable General Terms and Conditions of Pipeline's FERC Gas Tariff,

references to Customer shall refer to the TTT Party.

GENERAL TERMS AND CONDITIONS

(continued)

1. DEFINITIONS (continued

"Month" shall mean the period beginning at 9:00 a.m. CT, on

the first Day of a calendar Month, and ending at the same

hour on the first Day of the next succeeding calendar

Month.

"NEB" shall mean the Canadian National Energy Board.

"Netting" is the term used to describe the process of

resolving imbalances for a Customer within an Operational

Impact Area. There are two types of Netting:

a. Summing is the accumulation of all imbalances above

any applicable tolerances for a Customer or agent.

b. Offsetting is the combination of positive and negative

imbalances above any applicable tolerances for a Customer

or agent.

For Pipeline, the definition in (a) above is applicable to

the Imbalance Netting provisions set forth in Section 11.5

of the General Terms and Conditions.

"Nomination Period" shall mean a period of time that

Customer includes in a nomination for gas service.

"Operational Impact Area" shall describe a Transportation

Service Provider's designation of the largest possible

area(s) on its system in which imbalances have a similar

operational effect. For Pipeline, the entire pipeline

system shall comprise a single Operational Impact Area.

"Operator" shall mean M&N Operating Company or such other

entity as Maritimes & Northeast Pipeline, L.L.C. may

designate.

"Phase III Only" service, with respect to Rate Schedules

MN365, MN151, MN90, and MNOP, shall mean service provided

pursuant to a Service Agreement with Primary Points of

Receipt that are located only at or downstream of the

interconnect with Portland Natural Gas Transmission System

at Methuen, Massachusetts, and Primary Points of Delivery

that are located only at or upstream of the interconnect

with Algonquin Gas Transmission, LLC at Beverly,

Massachusetts (but not upstream of Methuen, Massachusetts),

which Service Agreement is either an initial Service

Agreement between Customer and Pipeline or a Service

Agreement resulting from a release of capacity subscribed

under an initial Service Agreement that qualifies as Phase

III Only service; with respect to Rate Schedule MNIT,

"Phase III Only" service shall mean service provided from a

receipt point at or downstream of the interconnect with

Portland Natural Gas Transmission System at Methuen,

Massachusetts, to a delivery point at or upstream of the

interconnect with Algonquin Gas Transmission, LLC at

Beverly, Massachusetts (but not upstream of Methuen,

Massachusetts).

GENERAL TERMS AND CONDITIONS

(continued)

5. SERVICE NOMINATION PROCEDURE (continued)

(b) The Evening Nomination Cycle: 6:00 pm for nominations

leaving control of the nominating party; 6:15 pm for

receipt of nominations by Pipeline (including from

TTTSPs); 6:30 pm to send Quick Response; 9:00 pm for

receipt of completed confirmations by Pipeline from

upstream and downstream connected parties; 10:00 pm

for Pipeline to provide scheduled quantities to

affected Customers and point operators, and to provide

scheduled quantities to bumped parties (notice to

bumped parties), (Central Clock Time on the Day prior

to flow). Scheduled quantities resulting from an

Evening Nomination that does not cause another

Customer on Pipeline to receive notice that it is

being bumped should be effective at 9:00 am on the Gas

Day; and when an Evening Nomination causes another

Customer on Pipeline to receive notice that it is

being bumped, the scheduled quantities should be

effective at 9:00 am on the next Gas Day.

nominations leaving control of the nominating party;

10:15 am for receipt of nominations by Pipeline

(including from TTTSPs); 10:30 am to send Quick

Response; 1:00 pm for receipt of completed

confirmations by Pipeline from upstream and downstream

connected parties; 2:00 pm for Pipeline to provide

scheduled quantities to affected Customers and point

operators, and to provide scheduled quantities to

bumped parties (notice to bumped parties), (Central

Clock Time on the Gas Day). Scheduled quantities

resulting from Intraday 1 Nominations should be

effective at 5:00 pm on Gas Day.

(d) The Intraday 2 Nomination Cycle: 5:00 pm for

nominations leaving control of the nominating party;

5:15 pm for receipt of nominations by Pipeline

(including from TTTSPs); 5:30 pm to send Quick

Response; 8:00 pm for receipt of completed

confirmations by Pipeline from upstream and downstream

connected parties; 9:00 pm for Pipeline to provide

scheduled quantities to affected Customers and point

operators (Central Clock Time on the Gas Day).

Scheduled quantities resulting from Intraday 2

Nominations should be effective at 9:00 pm on the Gas

Day. Bumping is not allowed during the Intraday 2

Nomination Cycle.

GENERAL TERMS AND CONDITIONS

(continued)

9. CAPACITY RELEASE (continued)

9.9 Pipeline's Rights to Terminate Temporary Capacity Releases.

In the event of a temporary release for which (1) Pipeline

has given notice of termination of the Releasing Customer's

contract because the Releasing Customer no longer satisfies

Pipeline's credit requirements as outlined in Section 3 of

Pipeline's General Terms and Conditions and (2) the

reservation charge specified in the effective Addendum to the

Replacement or Prearranged Customer's Capacity Release

Umbrella Agreement is less than the level of the reservation

charge which the Releasing Customer was obligated to pay

Pipeline (or, if Releasing Customer is paying a negotiated

rate, the sum of all reservation-type and commodity-type

charges), then Pipeline shall be entitled to terminate the

Addendum, upon 30 days' written notice to the Replacement or

Prearranged Customer, unless the Replacement or Prearranged

Customer agrees prior to the end of said 30-day notice period

to pay for the remainder of the term of the Addendum one of

the following: (i) the reservation and commodity charges at

levels which the Releasing Customer was obligated to pay

Pipeline, (ii) the applicable maximum tariff rate, or (iii)

such rate as mutually agreed to by Pipeline and Replacement

or Prearranged Customer. Customer may elect to pay the

lesser of the foregoing three options. If the subject

release was a segmented release, Pipeline shall not be

required to permit Replacement or Prearranged Customer to

retain its geographic segment of capacity, and may require

Replacement or Prearranged Customer to pay for the full

capacity path of the defaulting Releasing Customer at the

lower of the rate the defaulting Releasing Customer paid or

the applicable maximum tariff rate. Pipeline's right to

terminate the Addendum is subject to Pipeline providing

written notice of termination to the Replacement or

Prearranged Customer within 60 days of the determination by

Pipeline that the Releasing Customer no longer satisfies

Pipeline's credit requirements. Termination of the Addendum

shall not occur prior to termination of the Releasing

Customer's contract.

9.10 Notices to Releasing Customers.

Pipeline shall provide the original Releasing Customer with

Internet E-mail notification reasonably proximate in time with

any of the following formal notices given by Pipeline to the

Releasing Customer's Replacement Customer(s), of the

following:

(1) Notice to the Replacement Customer regarding the

Replacement Customer's past due, deficiency, or default

status pursuant to Pipeline's Tariff;

(2) Notice to the Replacement Customer regarding the

Replacement Customer's suspension of service notice;

(3) Notice to the Replacement Customer regarding the

Replacement Customer's contract termination notice due to

default or credit-related issues; and

(4) Notice to the Replacement Customer that the Replacement

Customer(s) is no longer creditworthy and has not

provided credit alternative(s) pursuant to Pipeline's

Tariff.

FORM OF SERVICE AGREEMENT

FOR RATE SCHEDULE MNIT

(continued)

ARTICLE VIII

AGENCY ARRANGEMENT

Customer shall have the right to designate an agent or person to

provide nomination and scheduling information, to receive invoices and

make payments, to take actions necessary to release capacity and to

handle imbalance resolutions for Customer on Customer's behalf. The

agent may be the same as used for similar purposes with respect to

transportation on Maritimes & Northeast Pipeline Limited Partnership or

other third party pipeline. Customer must provide Pipeline with thirty

(30) days' written notice of its agent and the effective date after which

Pipeline is to act in accordance with the directions of the agent.

Pipeline shall be entitled to rely on the representations, actions, and

other directions of the agent on behalf of Customer and will be fully

protected in relying upon such agent. Customer indemnifies and holds

Pipeline harmless with respect to actions taken by Pipeline in reliance

on Customer's agent.

ARTICLE IX

NONRECOURSE OBLIGATION OF

LIMITED LIABILITY COMPANY,

MANAGING MEMBER AND OPERATOR

Customer acknowledges and agrees that (a) Pipeline is a Delaware

limited liability company; (b) Customer shall have no recourse against

any member of Pipeline or against Maritimes & Northeast Pipeline Limited

Partnership or a member thereof with respect to Pipeline's obligations

under this Service Agreement and that its sole recourse shall be against

the assets and revenues of Pipeline, irrespective of any failure to

comply with applicable law of any provision of this Service Agreement;

Maritimes & Northeast Pipeline Limited Partnership or a member thereof

under or in connection with this Service Agreement; (d) no claims shall

be made against the Operator, its officers, employees, and agents, under

or in connection with this Service Agreement and the performance of its

duties as Operator (provided that this shall not bar claims resulting

from the gross negligence, undue discrimination or willful misconduct of

the Operator) and Customer shall provide the Operator with a waiver of

subrogation of Customer's insurance company for all such claims, and (e)

this representation is made expressly for the benefit of the members in

Pipeline, Managing Member, Operator, Maritimes & Northeast Pipeline

Limited Partnership and its members.

FORM OF SERVICE AGREEMENT FOR

CAPACITY RELEASE UMBRELLA AGREEMENT UNDER

RATE SCHEDULES MN365, MN151, MN90, MNOP AND MNLFT

(continued)

Addendum No.___ (Con't)

Capacity Release

Rate Schedule ___

Was Maritimes & Northeast Pipeline, L.L.C.'s default bid evaluation

criteria used?

Yes ___ No ____

Evaluation Criteria (if applicable):

_________________________________________________________________________

____________

Were contingent bids accepted? Yes ____ No ____

Contingency comments (if applicable):

_________________________________________________________________________

____________

Other Terms and Conditions of Release: [e.g., restrictions on release,

third party agent and terms of third party agency relationship, and

agreements between Replacement Customer and Releasing Customer]