Enbridge Pipelines (AlaTenn) Inc.

Third Revised Volume No. 1

Effective Date: 10/01/2001, Docket: GT01- 31-000, Status: Effective

Original Sheet No. 20 Original Sheet No. 20 : Effective

RATE SCHEDULE S

Sales

1. AVAILABILITY

This Rate Schedule S is available, pursuant to the terms of Enbridge

Pipelines (AlaTenn) Inc. ("Transporter") blanket certificate of public

convenience and necessity granted to the pipeline sales division of

Transporter pursuant to 18 C.F. Section 284.284 as promulgated under

Order No. 636 by the FERC.

2. APPLICABILITY

This Rate Schedule S shall be applicable to all firm and interruptible

sales service rendered by Transporter to Buyer under the Sales Service

Contract between Transporter and Buyer.

3. SALES SERVICE CONTRACT

Sales service under this Rate Schedule shall be available only on the

condition and to the extent that Transporter and Buyer have agreed to

such service and have executed a written Sales Service Contract that

contains the terms, conditions, rates and fees applicable to such

service. Transporter shall have no obligation to provide sales service

for any quantity of gas in excess of that specifically agreed to in the

Sales Service Contract and such obligation shall be coextensive with the

terms of that agreement. In accordance with 18 C.F.R. Section 284.285,

upon expiration of the Sales Service Contract, Transporter is authorized

to abandon the sales service to which such Sales Service Contract relates

without obtaining any additional approval of the FERC for such

abandonment.

4. TERMS CONDITIONS, RATES AND FEES

The terms, conditions, rates and fees applicable to service under this

Rate Schedule S shall be those terms, conditions, rates and fees to which

Transporter and Buyer have agreed in their Sales Service Contract.

5. CURTAILMENT

Natural gas delivered by Transporter to Buyer under this Rate Schedule S

shall be subject to curtailment in accordance with Article 22 of the

General Terms and Conditions of Transporter's FERC Gas Tariff.