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. 325 Original Sheet No. 325 : Effective





If to Replacement Shipper:













This Contract shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns. No assignment or

transfer by either party of any of its rights hereunder, except for transfers

pursuant to the release program set forth in Transporter's Tariff, shall be

made without the prior written consent of the other party. Such consent

shall not be unreasonably withheld. No such consent of Transporter or

Replacement Shipper shall be required when an assignment by Replacement

Shipper or Transporter is the result of, and part of, a corporate

acquisition, merger or reorganization. Nothing contained herein shall

prevent either party from pledging, mortgaging or assigning its rights

hereunder as security for its indebtedness and either party may assign to the

pledgee or mortgagee (or to a trustee for the holder of such indebtedness)

any money due or to become due under this Contract. As between the parties

hereto, such assignment shall become effective on the first day of the month

following written notice that such assignment has been effectuated. Upon

request of either party, the other party shall acknowledge in writing any

permitted assignment described herein and the right of any permitted assignee

(and any assignee upon enforcement of any assignment made as security for

indebtedness) to enforce this Contract against such other party, and shall

also deliver such certificates, copies of corporate documents and opinions of

counsel as may be reasonably requested by such permitted assignee relating to

such party, this Contract and any other matters relevant thereto. No

permitted assignment shall relieve the assigning party from any of its

obligations under this