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. 333 Original Sheet No. 333 : Effective








Shipper agrees to pay the amount of any tax and/or any increase of any

additional tax (as tax and additional tax is defined in the next sentence

hereof) which Transporter shall be required to pay. The term "tax" and

"additional tax" shall mean collectively any sales (wholesale or retail),

transactions, occupation, privilege, license or franchise, service,

production, severance, gathering, transmission, export or excise tax,

assessment, fee, gross receipts or other exaction, whether of the kind herein

enumerated, or otherwise (not including income, excess profits, capital stock,

state franchise or general property taxes) hereafter levied, assessed or fixed

by the United States or any state or other governmental authority, measured

by, in respect of or applicable to the natural gas to be delivered by

Transporter to Shipper under this Contract, and which Transporter may be

liable for in any month either directly or indirectly through any obligation

of Transporter to reimburse others.





This Contract shall be subject to the effective provisions of

Transporter's Rate Schedule IT and to the General Terms and Conditions

incorporated therein, as the same may be changed or superseded from time to

time in accordance with the rules and regulations of the FERC, which Rate

Schedule and General Terms and Conditions are incorporated herein by reference

and made a part hereof for all purposes.





This Contract shall be subject to all applicable and lawful governmental

statutes, orders, rules and regulations and is contingent upon the receipt and

continuation of all necessary regulatory approvals or authorizations upon

terms acceptable to Transporter. This Contract shall be void and of no force

and effect if any necessary regulatory approval is not so obtained or

continued. All parties hereto shall cooperate to obtain or continue all

necessary approvals or authorizations, but no party shall be


* This provision presently applies to the Alabama Utility Gross

Receipts Tax.