Enbridge Pipelines (AlaTenn) L. L. C.

FOURTH REVISED VOLUME NO. 1

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Effective Date: 03/01/2003, Docket: RP00-401-003, Status: Effective

First Revised Sheet No. 127 First Revised Sheet No. 127 : Effective

Superseding: Original Sheet No. 127

GENERAL TERMS AND CONDITIONS (continued)

scheduled by the Shipper and scheduled by

Transporter for each upstream pipeline, times the

Cash-Out price, before adjustments, of each upstream

pipeline. Each month such Cash-Out price shall be

adjusted by the "Cash-Out Adjustment Factor" as

determined as follows:

(1) When the monthly imbalance quantity is greater

than zero, the Cash-Out Price shall be adjusted

as follows:

Percentage Cash-Out

Monthly Adjustment

Imbalance Factor

>0 - 5% 100% Cash-Out price

>5 - 10% 85% Cash-Out price

>10- 15% 70% Cash-Out price

>15- 20% 60% Cash-Out price

>20% 50% Cash-Out price

(2) When the monthly imbalance quantity is less than

zero, the Cash-Out price shall be adjusted as

follows:

Percentage Cash-Out

Monthly Adjustment

Imbalance Factor

>0 - 5% 100% Cash-Out price

>5 - 10% 115% Cash-Out price

>10- 15% 130% Cash-Out price

>15- 20% 140% Cash-Out price

>20% 150% Cash-Out price

Which price shall be adjusted to include any

transportation or other charges associated with the

upstream pipeline.

(e) Existing Imbalances - Imbalances existing prior to

the effective date of this provision shall be