Enbridge Pipelines (AlaTenn) L. L. C.

FOURTH REVISED VOLUME NO. 1

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Effective Date: 10/11/2002, Docket: RP03- 40-000, Status: Effective

Original Sheet No. 177 Original Sheet No. 177 : Effective

GENERAL TERMS AND CONDITIONS (Continued)

26. ALLOCATED TAKE-OR-PAY CHARGES

This section establishes the procedures under which Transporter will

flow-through, pursuant to Section 2.104(e) of the Commission's

Regulations, the jurisdictional portion of take-or-pay charges billed to

it by upstream gas pipeline supplier(s) pursuant to FERC Docket No.

RP86-119, et al. The allocation of such costs to Transporter's

customers is based a method acceptable pursuant to FERC order Nos. 528

and 528-A.

26.1 Basis of the Allocated Take-or-Pay Charge: This section

establishes Allocated Take-or-Pay Charges applicable to each of

Transporter's transportation customers pursuant to Rate Schedules

FT, FT-SG and IT for recovery of take-or-pay charges billed to

Transporter by upstream gas pipeline supplier(s).

(a) Such Allocated Take-or-Pay Charges applicable to each of

Transporter's transportation customers shall be the amounts

as set out on Sheet No. 4A of Transporter's FERC Gas Tariff,

Original Volume No. 1. The charges set out thereon shall be

adjusted from time to time to reflect either increases or

decreases in the take-or-pay charges billed to Transporter

by Tennessee. Such allocated Take-Or-Pay Charges shall be

paid by each Shipper until Transporter has recovered from

such Shipper its total aggregate allocated amount, including

carrying charges.

(b) Each customer's Allocated Take-or-Pay Charge shall be

amortized over a five (5) year period or such shorter time

as may be mutually agreeable.

(c) Each customer, i.e. firm and interruptible transportation,

shall pay the Volumetric Take-Or-Pay Surcharge as set forth

on the then current Tariff Sheet No. 4A.

(d) Transporter shall file, not less than annually, to adjust

the Volumetric Take-Or-Pay Surcharge to