Enbridge Pipelines (AlaTenn) Inc.

Third Revised Volume No. 1

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

Original Sheet No. 349 Original Sheet No. 349 : Effective

FORM OF THREE-PARTY CONTRACT RELATING TO

RELEASED TRANSPORTATION SERVICE (continued)

WHEREAS, prior to the commencement of service under said Contract the

Parties are required to enter into a three-party contract, incorporating the

information shown on the Release Request which underlies the Released

Transportation Service Contract No.__;

NOW, THEREFORE, in consideration of the mutual covenants and agreements

as herein set forth, the Parties hereto agree as follows:

ARTICLE I

INCORPORATION BY REFERENCE

All the terms and conditions of the Release Request which underlies the

Released Transportation Service Contract No. ____ are incorporated herein by

reference and are hereby made a part hereof.

ARTICLE II

INDEMNIFICATION AND LIABILITY

2.1 The Parties agree that Replacement Shipper shall indemnify and

hold Releasing Shipper harmless from all suits, actions, debts,

accounts, damages, costs, losses and expenses (including

reasonable attorney's fees) arising from or out of Replacement

Shipper's failure to perform any and all obligations, express or

implied, it has to Transporter under the terms and conditions of

the Released Transportation Service Contract No.___ and the

applicable provisions of Transporter's Tariff.

2.2 Notwithstanding anything herein to the contrary, Transporter's

rights under the Released Transportation Contract No. __ and the

applicable provisions of Transporter's Tariff shall not be

diminished.

[The following is applicable to a Three-party Contract required

pursuant to the Short-term Release Option]