Current Gas Pipeline Tariffs

Total Peaking Services, L. L. C.

Original Volume No. 1

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1st Revised Sheet No. 0 : Effective

Superseding: Original Sheet No. 0

   
   
   
   
   
   
   
   
   
   
   
   
   
                                   FERC GAS TARIFF
   
                                ORIGINAL VOLUME NO. 1
   
                                         OF
   
                            TOTAL PEAKING SERVICES, L.L.C.
   
                                   FILED WITH THE
   
                        FEDERAL ENERGY REGULATORY COMMISSION
   
   
   
   
                   Any communications regarding this Tariff should
                                  be addressed to:
   
                           Total Peaking Services, L.L.C.
                                 775 Oronoque Road
                             Milford, Connecticut, 06460


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Original Sheet No. 1 : Effective

                             TABLE OF CONTENTS
   
   
Contents                                              Sheet No.
   
Table of Contents                                           1
   
Preliminary Statement                                       4
   
Map                                                         5
   
LSV Rate Statement
 Firm Liquefaction, Storage, and Vaporization
 Service                                                    6
   
LNG Rate Statement
 Firm LNG Storage Service                                   7
   
LNG-I Rate Statement
 Interruptible LNG Storage Service                          8
   
LSV-I Rate Statement
 Interruptible Liquefaction, Storage,
 and Vaporization Service                                   9
   
Rate Schedule LSV
  Firm Liquefaction, Storage,
  and Vaporization Service                                  10
   
Reserved for Future Use                                     15-16
   
Rate Schedule LNG
  Firm LNG Storage Service                                  17
   
Reserved for Future Use                                     22-23
   
Rate Schedule LNG-I
  Interruptible LNG Storage Service                         24
   
Reserved for Future Use                                     29-30
   
Rate Schedule LSV-I
  Interruptible Liquefaction,
  Storage, and Vaporization Service                         31
   
Reserved for Future Use                                     37-38


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Original Sheet No. 2 : Effective

General Terms and Conditions
   
      1.    Application and Duly Constituted Authorities    39
   
      2.    Definitions                                     39
   
      3.    Request for Service                             43 
   
      4.    Nomination and Scheduling of Services           51
   
      5.    Operating Conditions                            57
   
      6.    Curtailment and Interruption                    62
   
      7.    Balancing                                       64
   
      8.    Operational Flow Orders (OFOs)                  65
   
      9.    Miscellaneous Sales                             68
   
      10.   Quality                                         68
   
      11.   Measurement                                     69
   
      12.   Billing                                         73
   
      13.   Taxes                                           76
   
      14.   Insurance                                       76
   
      15.   Title and Risk of Loss                          77
   
      16.   Force Majeure                                   78
   
      17.   Point(s) of Receipt and Point(s) of Delivery    80
   
      18.   Pressures                                       80
   
      19.   Notices                                         81
   
      20.   Maximum Daily Volumes                           82


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First Revised Sheet No. 3 : Effective

Superseding: Original Sheet No. 3

                             TABLE OF CONTENTS
                                (Continued)
   
Contents                                              Sheet No.
   
General Terms and Conditions (Continued)
    
      21.   Penalties                                       82
   
      22.   Fuel Reimbursement                              82
   
      23.   Capacity Release                                83
   
      24.   Periodic Rate Adjustments and Surcharges        93
   
      25.   Right of First Refusal                          93
   
      26.   Marketing Affiliate Rule
            Compliance Procedures                           95
   
      27.   Removal of Inventory                            96
   
      28.   Term of Executed Service Agreements             97
   
      29.   North American Energy Standards Board           97
   
      Form of Request for Storage Service                   99
   
      Form of Service Agreement                             102


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Original Sheet No. 4 : Effective

                           PRELIMINARY STATEMENT
   
   
      This Original Volume No. 1 of Total Peaking Services, L.L.C.'s FERC Gas
Tariff contains the Rate Statements, Rate Schedules and General Terms and
Conditions applicable to open access storage services performed by Total
Peaking Services L.L.C., pursuant to Rate Schedules LSV, LNG, LNG-I, and LSV-
I.
   
      Total Peaking Services L.L.C. ("Total Peaking") is a Delaware limited
liability company principally engaged in the business of liquefied natural
gas storage services under authorization granted by, and subject to the
jurisdiction of, the Federal Energy Regulatory Commission.  Total Peaking
owns a liquefied natural gas peaking facility in the State of Connecticut.
Total Peaking uses this facilities to provide gas storage services pursuant
to this Tariff.


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Original Sheet No. 5 : Effective

   
   
   
                                    MAP


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Original Sheet No. 6 : Effective

                            LSV RATE STATEMENT
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
   
   
CHARGE                                          $/PER DT PER MONTH
   
Capacity Reservation Charge:                    Market-based/negotiable
   
Space Charge:                                   Market-based/negotiable
   
Authorized Overrun Charge:                      Market-based/negotiable
   
Unauthorized Overrun Charge:                    Market-based/negotiable
   
Liquefaction Demand Charge:                     Market-based/negotiable
   
Liquefaction Usage Charge:                      Market-based/negotiable
   
Authorized Injection Charge:                    Market-based/negotiable
   
Vaporization Demand Charge:                     Market-based/negotiable
   
Vaporization Usage Charge:                      Market-based/negotiable
   
Authorized Withdrawal Charge:                   Market-based/negotiable
   
Fuel Reimbursement:                             Market-based/negotiable
   
Balancing:                                      Market-based/negotiable
   
      All applicable taxes set forth in either the General Terms and
      Conditions of this FERC Gas Tariff or the Service Agreement, and all
      other applicable surcharges, including but not limited to, the GRI and
      ACA Charges, shall also be paid by Customer.


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Original Sheet No. 7 : Effective

                            LNG RATE STATEMENT
                         FIRM LNG STORAGE SERVICE
   
CHARGE                                          $/PER DT PER MONTH
   
Capacity Reservation Charge:                    Market-based/negotiable
   
Space Charge:                                   Market-based/negotiable
   
Authorized Overrun Charge:                      Market-based/negotiable
   
Unauthorized Overrun Charge:                    Market-based/negotiable
   
Injection Demand Charge:                        Market-based/negotiable
   
Injection Usage Charge:                         Market-based/negotiable
   
Authorized Liquefaction Charge:                 Market-based/negotiable
   
Withdrawal Demand Charge:                       Market-based/negotiable
   
Withdrawal Usage Charge:                        Market-based/negotiable
   
Authorized Vaporization Charge:                 Market-based/negotiable
   
Fuel Reimbursement:                             Market-based/negotiable
   
Balancing:                                      Market-based/negotiable
   
      All applicable taxes set forth in either the General Terms and
      Conditions of this FERC Gas Tariff or the Service Agreement, and all
      other applicable surcharges, including but not limited to, the GRI and
      ACA Charges, shall also be paid by Customer.


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Original Sheet No. 8 : Effective

                           LNG-I RATE STATEMENT
                     INTERRUPTIBLE LNG STORAGE SERVICE
   
CHARGE                                          $/PER DT PER MONTH
   
Monthly Inventory Charge:                       Market-based/negotiable
   
Space Charge:                                   Market-based/negotiable
   
Authorized Overrun Charge:                      Market-based/negotiable
   
Unauthorized Overrun Charge:                    Market-based/negotiable
   
Injection Charge:                               Market-based/negotiable
   
Authorized Liquefaction Charge:                 Market-based/negotiable
   
Withdrawal Charge:                              Market-based/negotiable
   
Authorized Vaporization Charge:                 Market-based/negotiable
   
Fuel Reimbursement:                             Market-based/negotiable
   
Balancing:                                      Market-based/negotiable
   
      All applicable taxes set forth in either the General Terms and
      Conditions of this FERC Gas Tariff or the Service Agreement, and
      all other applicable surcharges, including but not limited to,
      the GRI and ACA Charges, shall also be paid by Customer.


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Original Sheet No. 9 : Effective

                           LSV-I RATE STATEMENT
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
   
CHARGE                                          $/PER DT PER MONTH
   
Monthly Inventory Charge:                       Market-based/negotiable
   
Space Charge:                                   Market-based/negotiable
   
Authorized Overrun Charge:                      Market-based/negotiable
   
Unauthorized Overrun Charge:                    Market-based/negotiable
   
Liquefaction Charge:                            Market-based/negotiable
   
Authorized Injection Charge:                    Market-based/negotiable
   
Vaporization Charge:                            Market-based/negotiable
   
Authorized Withdrawal Charge:                   Market-based/negotiable
   
Fuel Reimbursement:                             Market-based/negotiable
   
Balancing:                                      Market-based/negotiable
   
      All applicable taxes set forth in either the General Terms and
      Conditions of this FERC Gas Tariff or the Service Agreement, and
      all other applicable surcharges, including but not limited to,
      the GRI and ACA Charges, shall also be paid by Customer.


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1st Revised Sheet No. 10 : Effective

Superseding: Original Sheet No. 10

                             RATE SCHEDULE LSV
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
   
1.    AVAILABILITY
   
      This rate schedule is available for the purchase from Total Peaking of
      a firm service consisting of the liquefaction of natural gas; the
      storage of LNG; the vaporization LNG; and delivery of LNG or Regasified
      natural gas to Customer, provided that:
   
      (a)   Total Peaking has determined that it has sufficient
            available and uncommitted firm storage capacity and
            injection and withdrawal capacity to perform service
            requested by Customer;
   
      (b)   Customer and Total Peaking have executed a firm storage
            service agreement under this rate schedule; and
   
      (c)   Customer accepts responsibility for arranging any
            transportation service required for utilization of the
            storage service provided under this rate schedule.
   
      (d)   Availability of service under this rate schedule shall be
            subject to a determination by Total Peaking that service
            requested hereunder shall not cause a reduction in Total
            Peaking's ability to provide other firm services.
   
      (e)   Service under this rate schedule may not be available to
            the extent that Total Peaking would be required to
            construct, modify, expand or acquire any facilities to
            enable Total Peaking to perform the requested services.
   
2.    APPLICABILITY AND CHARACTER OF SERVICE
   
      2.1   Applicability
   
            This rate schedule shall apply to natural gas or LNG made
            available by Customer to Total Peaking at Total Peaking's
            Facilities and nominated for storage under this Rate Schedule up
            to the Maximum Contract Storage Capacity (MCSC) set forth in the
            Service Agreement and to the subsequent delivery by Total Peaking
            of stored LNG to Customer in either liquid or gaseous state,
            subject to the availability of capacity, the General Terms and
            Conditions and the further provision of the Service Agreement.
            Service rendered under this rate schedule shall be firm and shall
            not be subject to curtailment or interruption except as provided
            in Sections 6 and 16 of the General Terms and Conditions.


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Original Sheet No. 11 : Effective

                             RATE SCHEDULE LSV
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE (Continued)
   
      2.2   Service rendered under this rate schedule shall consist of the
            receipt of natural gas at the Point of Receipt (Gas), the
            liquefaction of natural gas up to Customer's Maximum Daily
            Liquefaction Volume, the storage of LNG up to Customer's Maximum
            Contract Storage Capacity, the vaporization of the LNG up to
            Customer's Maximum Daily Vaporization Volume, and the subsequent
            delivery as Regasified LNG at the Point of Delivery (Gas), all on 
            a firm basis.
   
      2.3   Customer may also elect to inject LNG at the Point of Receipt
            (LNG) or withdraw LNG at the Point of Delivery (LNG), subject to
            availability, this Rate Schedule, and the General Terms and
            Conditions; provided, however, that Customer must nominate the
            means of receipt or delivery or both, subject to the provision of
            section 4 of the General Terms and Conditions.
   
      2.4   Natural gas or LNG may be received, subject to nomination by
            Customer and available MCSC.  Natural gas or regasified LNG may
            be delivered at any time, subject to nomination by Customer and
            available LNG in storage ("Storage Volume").  The available
            Storage Volume shall be increased, up to the MCSC, by the
            Quantity of LNG that Customer transfers into storage in
            accordance with Section 5 of the General Terms and Conditions.
            The available Storage Volume shall be reduced by Customer's share
            of Boil-Off and the LNG that Customer transfers out of Storage in
            accordance with Section 5 of the General Terms and Conditions.
   
      2.5   A Customer may obtain liquefaction service over its Maximum Daily
            Liquefaction Volume if (i) all firm service customer nominations
            for liquefaction have been satisfied and (ii) Customer has
            storage capacity available.
   
      2.6   A Customer may obtain injection service if (i) all LNG Customer
            nominations have been satisfied, (ii) Customer nominates the
            injection service, and (iii) Customer has storage capacity
            available.
   
      2.7   A Customer may obtain vaporization service over its Maximum Daily
            Vaporization Volume if (i) all firm service customer nominations
            for vaporization have been satisfied and (ii) Customer has
            sufficient LNG in storage available.


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Original Sheet No. 12 : Effective

                             RATE SCHEDULE LSV
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE (Continued)
   
      2.8   A Customer may obtain withdrawal service if (i) all LNG Customer
            nominations have been satisfied, (ii) Customer nominates the
            withdrawal service, and (iii) Customer has sufficient available
            LNG in storage.
   
3.    RATES AND FUEL
   
      3.1   The rates for service under this rate schedule shall be market-
            based as negotiated between Total Peaking and Customer and shall
            include the applicable rate components set forth in the LSV Rate
            Statement and as described below:
   
            (a)   Capacity Reservation Charge.  A monthly charge for
                  each Dt of Customer's Maximum Contract Storage
                  Capacity.
   
            (b)   Space Charge.  A monthly charge for each Dt of
                  Customer's Storage Volume, as measured by total
                  receipts of LNG for a particular Month.
   
            (c)   Authorized Overrun Charge.  A charge for each
                  authorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (d)   Unauthorized Overrun Charge.  A charge for each
                  unauthorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (e)   Liquefaction Demand Charge.  A monthly charge for
                  each Dt of Customer's Maximum Daily Liquefaction
                  Volume.
   
            (f)   Liquefaction Usage Charge.  A charge for each Dt of
                  Customer's nominated gas actually liquefied at Total
                  Peaking's Facilities, plus fuel reimbursement.
   
            (g)   Authorized Injection Charge.  A charge for each Dt
                  of Customer's nominated LNG received from Customer's
                  Truck(s) for storage at Total Peaking's Facilities,
                  provided that all LNG service customer nominations
                  for injection have been satisfied and that Customer
                  has storage capacity available.


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Original Sheet No. 13 : Effective

                             RATE SCHEDULE LSV
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
3.    RATES AND FUEL (Continued)
   
            (h)   Vaporization Demand Charge.  A charge for each Dt of
                  Customer's Maximum Daily Vaporization Volume.
   
            (i)   Vaporization Usage Charge.  A charge for each Dt gas
                  vaporized at Total Peaking's Facilities, plus fuel
                  reimbursement.
   
            (j)   Authorized Withdrawal Charge.  A charge for each Dt
                  of Customer's nominated LNG by Customer's Truck(s)
                  from Total Peaking's Facilities, provided that all
                  LNG service customer nominations for withdrawal have
                  been satisfied and that Customer has available LNG
                  in storage.
   
            (k)   Fuel Reimbursement.  Total Peaking shall retain from
                  Customer's quantities delivered for liquefaction and
                  to be received after vaporization a percentage of
                  such gas as compensation for fuel and gas otherwise
                  used, or lost and unaccounted for in Total Peaking's
                  operations.  Accordingly, Customer shall also
                  deliver or cause to be delivered to Total Peaking
                  such additional quantities of gas to be retained by
                  Total Peaking.  Such amounts shall be negotiated
                  between Total Peaking and Customer.
   
            (l)   Balancing.  If balancing or other charges are
                  incurred in accordance with the General Terms and
                  Conditions, then such charges shall also be
                  applicable.
   
            (m)   Regulatory Fees and Charges.  Customer shall
                  reimburse Total Peaking for all fees and charges as
                  required by the Commission or any other regulatory
                  body that are related to service provided under this
                  rate schedule.
   
            (n)   Taxes.  Customer shall reimburse Total Peaking for
                  all applicable taxes as may be assessed Total
                  Peaking.
   
4.    GENERAL TERMS AND CONDITIONS
   
      All of the General Terms and Conditions of Total Peaking's FERC Gas
      Tariff, as such provisions may be amended from time to time, are hereby
      incorporated by reference and made a part of this rate schedule, where
      applicable.  In the event of any inconsistencies between the General
      Terms and Conditions and this Rate Schedule LSV, the terms and
      conditions of this Rate Schedule LSV shall control.


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Original Sheet No. 14 : Effective

                             RATE SCHEDULE LSV
           FIRM LIQUEFACTION, STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
   
5.    RESERVATIONS
   
      Total Peaking reserves the right from time to time unilaterally to make
      any changes to, or to supersede, the rates and charges and other terms
      in this Rate Schedule LSV and the other provisions of Total Peaking's
      FERC Gas Tariff, and the applicability thereof, including the Form or
      Service Agreement hereunder, subject to the provisions of the Natural
      Gas Act and the Commission's regulations thereunder.


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Original Sheet Nos. 15 And 16 : Effective

   
   
   
   
               [SHEET NOS. 15 AND 16 ARE RESERVED FOR FUTURE USE ]


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1st Revised Sheet No. 17 : Effective

Superseding: Original Sheet No. 17

                             RATE SCHEDULE LNG
                         FIRM LNG STORAGE SERVICE
   
1.    AVAILABILITY
   
      This rate schedule is available for the purchase from Total Peaking of
      a service consisting of the storage of LNG; and the delivery of LNG to
      Customer, provided that:
   
      (a)   Total Peaking has determined that it has sufficient
            available and uncommitted storage capacity and injection
            and withdrawal capacity to perform service requested by
            Customer;
   
      (b)   Customer and Total Peaking have executed a storage service
            agreement under this rate schedule;
   
      (c)   Customer accepts responsibility for arranging any
            liquefaction and transportation service required for
            utilization of the storage service provided under this rate
            schedule;
   
      (d)   Customer agrees that the LNG delivered to Total Peaking
            shall conform to the quality specifications set forth in
            Section 10 of the General Terms and Conditions of this FERC
            Gas Tariff;
   
      (e)   Availability of service under this rate schedule shall be
            subject to a determination by Total Peaking that service
            requested hereunder shall not cause a reduction in Total
            Peaking's ability to provide other firm services; and
   
      (f)   Service under this rate schedule may not be available to
            the extent that Total Peaking would be required to
            construct, modify, expand or acquire any facilities to
            enable Total Peaking to perform the requested services.
   
2.    APPLICABILITY AND CHARACTER OF SERVICE
   
      2.1   Applicability
   
            This rate schedule shall apply to LNG made available by Customer
            to Total Peaking at Total Peaking's Facilities and nominated for
            storage under this Rate Schedule up to the Maximum Contract
            Storage Capacity (MCSC) set forth in the Service Agreement and to
            the subsequent delivery by Total Peaking of stored LNG to
            Customer in either liquid or gaseous state, subject to the
            availability of capacity, the General Terms and Conditions and
            the further provision of the Service Agreement.  Service rendered
            under this rate schedule shall be firm and shall not be subject
            to curtailment or interruption except as provided in Sections 6
            and 16 of the General Terms and Conditions.


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Original Sheet No. 18 : Effective

                             RATE SCHEDULE LNG
                           FIRM STORAGE SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE (Continued)
   
      2.2   Service rendered under this rate schedule shall consist of the
            receipt of LNG from Customer's Truck(s) up to Customer's Maximum
            Daily Injection Volume at the Point of Receipt (LNG), the storage
            of LNG up to Customer's Maximum Contract Storage Capacity, and
            the subsequent withdrawal of LNG and delivery to Customer's
            Truck(s) up to Customer's Maximum Daily Withdrawal Volume at the
            Point of Delivery (LNG), all on a firm basis.
   
      2.3   Customer may also elect to tender natural gas for liquefaction at
            the Point of Receipt (Gas) or receive Regasified LNG at the Point
            of Delivery (Gas), subject to availability, this Rate Schedule,
            and the General Terms and Conditions; provided, however, that
            Customer must nominate the means of receipt or delivery or both,
            subject to the provision of section 4 of the General Terms and
            Conditions.
   
      2.4   LNG or natural gas may be received, subject to nomination by
            Customer and available MCSC.  LNG or natural gas may be delivered
            at any time, subject to nomination by Customer and available
            Storage Volume.  The available Storage Volume shall be increased,
            up to the MCSC, by the Quantity of LNG that Customer transfers
            into storage in accordance with Section 5 of the General Terms
            and Conditions.  The available Storage Volume shall be reduced by
            Customer's share of Boil-Off and the LNG that Customer transfers
            out of Storage in accordance with Section 5 of the General Terms
            and Conditions.
   
      2.5   A Customer may obtain injection service over its Maximum Daily
            Injection Volume if (i) all firm service customer nominations for
            injection have been satisfied and (ii) Customer has storage
            capacity available.
   
      2.6   A Customer may obtain liquefaction service if (i) all LSV
            Customer nominations have been satisfied, (ii) Customer nominates
            the liquefaction service, and (iii) Customer has storage capacity
            available.
   
      2.7   A Customer may obtain withdrawal service over its Maximum Daily
            Withdrawal Volume if (i) all firm service customer nominations
            for withdrawal have been satisfied and (ii) Customer has
            sufficient available LNG in storage.
   
      2.8   A Customer may obtain vaporization service if (i) all LSV
            Customer nominations have been satisfied, (ii) Customer nominates
            the vaporization service, and (iii) Customer has sufficient
            available LNG in storage.


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Original Sheet No. 19 : Effective

                             RATE SCHEDULE LNG
                           FIRM STORAGE SERVICE
                                (Continued)
   
3.    RATES AND FUEL
   
      The rates for service under this rate schedule shall be market-based as
      negotiated between Total Peaking and Customer and shall include the
      applicable rate components set forth in the LNG Rate Statement and as
      described below:
   
            (a)   Capacity Reservation Charge.  A monthly charge for
                  each Dt of Customer's Maximum Contract Storage
                  Capacity.
   
            (b)   Space Charge.  A monthly charge for each Dt of
                  Customer's Storage Volume, as measured by total
                  receipts of LNG for a particular Month.
   
            (c)   Authorized Overrun Charge.  A charge for each
                  authorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (d)   Unauthorized Overrun Charge.  A charge for each
                  unauthorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (e)   Injection Demand Charge.  A monthly charge for each
                  Dt of Customer's Maximum Daily Injection Volume.
   
            (f)   Injection Usage Charge.  A charge for each Dt of
                  Customer's nominated LNG received from Customer's
                  Truck(s) for storage.
   
            (g)   Authorized Liquefaction Charge.  A charge for each
                  Dt of Customer's nominated gas to be liquefied at
                  Total Peaking's Facilities, provided that all LSV
                  service customer nominations for liquefaction have
                  been satisfied and that Customer has storage
                  capacity available, plus fuel reimbursement.
   
            (h)   Withdrawal Demand Charge.  A charge for each Dt of
                  Customer's Maximum Daily Withdrawal Volume.
   
            (i)   Withdrawal Usage Charge.  A charge for each Dt of
                  nominated LNG Total Peaking delivers from storage to
                  Customer's Truck(s).


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Original Sheet No. 20 : Effective

   
                             RATE SCHEDULE LNG
                           FIRM STORAGE SERVICE
                                (Continued)
   
   
3.    RATES AND FUEL
        (Continued)
   
   
            (j)   Authorized Vaporization Charge.  A charge for
                  quantities of LNG nominated, scheduled and
                  vaporized, provided that all firm service customer
                  nominations for vaporization have been satisfied and
                  that Customer has available LNG in storage, plus
                  fuel reimbursement.


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Original Sheet No. 21 : Effective

                             RATE SCHEDULE LNG
                           FIRM STORAGE SERVICE
                                (Continued)
   
3.    RATES AND FUEL (Continued)
   
            (k)   Fuel Reimbursement.  Total Peaking shall retain from
                  Customer's quantities delivered for liquefaction and
                  to be received after vaporization a percentage of
                  such gas as compensation for fuel and gas otherwise
                  used, or lost and unaccounted for in Total Peaking's
                  operations.  Accordingly, Customer shall also
                  deliver or cause to be delivered to Total Peaking
                  such additional quantities of gas to be retained by
                  Total Peaking.  Such amounts shall be negotiated
                  between Total Peaking and Customer.
   
            (l)   Balancing.  If balancing or other charges are
                  incurred in accordance with the General Terms and
                  Conditions, then such charges shall also be
                  applicable.
   
            (m)   Regulatory Fees and Charges.  Customer shall
                  reimburse Total Peaking for all fees and charges as
                  required by the Commission or any other regulatory
                  body that are related to service provided under this
                  rate schedule.
   
            (n)   Taxes.  Customer shall reimburse Total Peaking for
                  all applicable taxes as may be assessed Total
                  Peaking.
   
4.    GENERAL TERMS AND CONDITIONS
   
      All of the General Terms and Conditions of Total Peaking's FERC Gas
      Tariff, as such provisions may be amended from time to time, are hereby
      incorporated by reference and made a part of this rate schedule, where
      applicable.  In the event of any inconsistencies between the General
      Terms and Conditions and this Rate Schedule LNG, the terms and
      conditions of this Rate Schedule LNG shall control.
   
5.    RESERVATIONS
   
      Total Peaking reserves the right from time to time unilaterally to make
      any changes to, or to supersede, the rates and charges and other terms
      in this Rate Schedule LNG and the other provisions of Total Peaking's
      FERC Gas Tariff, and the applicability thereof, including the Form or
      Service Agreement hereunder, subject to the provisions of the Natural
      Gas Act and the Commission's regulations thereunder.


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Original Sheet Nos. 22 And 23 : Effective

   
   
   
   
            [SHEET NOS. 22 AND 23 ARE RESERVED FOR FUTURE USE ]


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Original Sheet No. 24 : Effective

                            RATE SCHEDULE LNG-I
                     INTERRUPTIBLE LNG STORAGE SERVICE
   
1.    AVAILABILITY
   
      This rate schedule is available for the purchase from Total Peaking of
      a service consisting of the interruptible storage of LNG; and the
      delivery of LNG to Customer, provided that:
   
            (a)   Total Peaking has determined that it has sufficient
                  available and uncommitted storage capacity and
                  injection and withdrawal capacity to perform service
                  requested by Customer;
   
            (b)   Customer and Total Peaking have executed a storage
                  service agreement under this rate schedule;
   
            (c)   Customer accepts responsibility for arranging any
                  liquefaction and transportation service required for
                  utilization of the storage service provided under
                  this rate schedule;
   
            (d)   Interruptible storage service under Rate Schedule
                  LNG-I shall be available only to the extent that the
                  storage capacity, receipt, and delivery services
                  under Rate Schedules LSV and LNG are not required
                  for such firm storage service.  Total Peaking shall
                  not be required to perform service under Rate
                  Schedule LNG-I when Customer cannot demonstrate to
                  Total Peaking's satisfaction that Customer will have
                  the ability to remove LNG quantities required
                  pursuant to Section 27 of the General Terms and
                  Conditions of this tariff.
   
            (e)   Customer agrees that the LNG delivered to Total
                  Peaking shall conform to the quality specifications
                  set forth in Section 10 of the General Terms and
                  Conditions of this FERC Gas Tariff;
   
            (f)   Availability of service under this rate schedule
                  shall be subject to a determination by Total Peaking
                  that service requested hereunder shall not cause a
                  reduction in Total Peaking's ability to provide firm
                  services under Rate Schedules LSV and LNG; and
   
            (g)   Service under this rate schedule may not be
                  available to the extent that Total Peaking would be
                  required to construct, modify, expand or acquire any
                  facilities to enable Total Peaking to perform the
                  requested services.


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Original Sheet No. 25 : Effective

                            RATE SCHEDULE LNG-I
                     INTERRUPTIBLE LNG STORAGE SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE
   
      2.1   Applicability
   
            This rate schedule shall apply to LNG made available by Customer
            to Total Peaking at Total Peaking's Facilities and nominated for
            storage under this Rate Schedule up to the Maximum Contract
            Storage Capacity (MCSC) set forth in the Service Agreement and to
            the subsequent delivery by Total Peaking of stored LNG to
            Customer in either liquid or gaseous, subject to the availability
            of capacity, the General Terms and Conditions and the further
            provision of the Service Agreement.  Service rendered under this
            rate schedule shall be interruptible and subject to Sections 6
            and 16 of the General Terms and Conditions.
   
      2.2   Service rendered under this rate schedule shall consist of the
            receipt of LNG from Customer's Truck(s) up to Customer's Maximum
            Daily Injection Volume at the Point of Receipt (LNG), the storage
            of LNG up to Customer's Maximum Contract Storage Capacity, and
            the subsequent withdrawal of LNG and delivery to Customer's
            Truck(s) up to Customer's Maximum Daily Withdrawal Volume at the
            Point of Delivery (LNG), all on an interruptible basis.
   
      2.3   Customer may also elect to tender natural gas for liquefaction at
            the Point of Receipt (Gas) or receive Regasified LNG at the Point
            of Delivery (Gas), subject to availability, this Rate Schedule,
            and the General Terms and Conditions; provided, however, that
            Customer must nominate the means of receipt or delivery or both,
            subject to the provision of section 4 of the General Terms and
            Conditions.
   
      2.4   LNG or natural gas may be received, subject to nomination by
            Customer and available MCSC.  LNG or natural gas may be delivered
            at any time, subject to nomination by Customer and available
            Storage Volume.  The available Storage Volume shall be increased,
            up to the MCSC, by the Quantity of LNG that Customer transfers
            into storage in accordance with Section 5 of the General Terms
            and Conditions.  The available Storage Volume shall be reduced by
            Customer's share of Boil-Off and the LNG that Customer transfers
            out of Storage in accordance with Section 5 of the General Terms
            and Conditions.
   
      2.5   A Customer may obtain injection service over its Maximum Daily
            Injection Volume if (i) all firm and interruptible service
            customer nominations for injection have been satisfied and (ii)
            Customer has storage capacity available.


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Original Sheet No. 26 : Effective

                            RATE SCHEDULE LNG-I
                     INTERRUPTIBLE LNG STORAGE SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE (Continued)
   
      2.6   A Customer may obtain liquefaction service if (i) all LSV, LNG,
            and LSV-1 Customer nominations for liquefaction have been
            satisfied, (ii) Customer nominates the liquefaction service, and
            (iii) Customer has storage capacity available.
   
      2.7   A Customer may obtain withdrawal service over its Maximum Daily
            Withdrawal Volume if (i) all firm and interruptible service
            customer nominations for withdrawal have been satisfied and (ii)
            Customer has sufficient available LNG in storage.
   
      2.8   A Customer may obtain vaporization service if (i) all LSV,
            LNG, and LSV-1 Customer nominations for vaporization have been
            satisfied, (ii) Customer nominates the vaporization service, and
            (iii) Customer has sufficient available LNG in storage.
   
3.    RATES AND FUEL
   
      The rates for service under this rate schedule shall be market-based as
      negotiated between Total Peaking and Customer and shall include the
      applicable rate components set forth in the LNG-I Rate Statement and as
      described below:
   
            (a)   Monthly Inventory Charge.  A monthly charge equal to
                  the product of the Inventory Charge per Dt times the
                  average daily Storage Volume for the Month.
   
            (b)   Space Charge.  A monthly charge for each Dt of
                  Customer's Storage Volume, as measured by total
                  receipts of LNG for a particular Month.
   
            (c)   Authorized Overrun Charge.  A charge for each
                  authorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (d)   Unauthorized Overrun Charge.  A charge for each
                  unauthorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (e)   Injection Charge.  A charge for each Dt of
                  Customer's nominated LNG received from Customer's
                  Truck(s) for storage, plus fuel reimbursement.


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Original Sheet No. 27 : Effective

                            RATE SCHEDULE LNG-I
                     INTERRUPTIBLE LNG STORAGE SERVICE
                                (Continued)
   
3.    RATES AND FUEL (Continued)
   
            (f)   Authorized Liquefaction Charge.  A charge for each
                  Dt of Customer's nominated gas to be liquefied at
                  Total Peaking's Facilities, provided that all LSV,
                  LNG, and LSV-1 service customer nominations for
                  liquefaction have been satisfied and that Customer
                  has storage capacity available, plus fuel
                  reimbursement.
   
            (g)   Withdrawal Charge.  A charge for each Dt of
                  nominated LNG Total Peaking delivers from storage to
                  Customer's Truck(s), plus fuel reimbursement.
   
            (h)   Authorized Vaporization Charge.  A charge for
                  quantities of LNG nominated, scheduled and
                  vaporized, provided that all LSV, LNG, and LSV-1
                  service customer nominations for vaporization have
                  been satisfied and that Customer has available LNG
                  in storage, plus fuel reimbursement.
   
            (i)   Fuel Reimbursement.  Total Peaking shall retain from
                  Customer's quantities delivered for liquefaction and
                  to be received after vaporization a percentage of
                  such gas as compensation for fuel and gas otherwise
                  used, or lost and unaccounted for in Total Peaking's
                  operations.  Accordingly, Customer shall also
                  deliver or cause to be delivered to Total Peaking
                  such additional quantities of gas to be retained by
                  Total Peaking.  Such amounts shall be negotiated
                  between Total Peaking and Customer.
   
            (j)   Balancing.  If balancing or other charges are
                  incurred in accordance with the General Terms and
                  Conditions, then such charges shall also be
                  applicable.
   
            (k)   Regulatory Fees and Charges.  Customer shall
                  reimburse Total Peaking for all fees and charges as
                  required by the Commission or any other regulatory
                  body that are related to service provided under this
                  rate schedule.
   
            (l)   Taxes.  Customer shall reimburse Total Peaking for
                  all applicable taxes as may be assessed Total
                  Peaking.


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Original Sheet No. 28 : Effective

                            RATE SCHEDULE LNG-I
                     INTERRUPTIBLE LNG STORAGE SERVICE
                                (Continued)
   
4.    GENERAL TERMS AND CONDITIONS
   
      All of the General Terms and Conditions of Total Peaking's FERC Gas
      Tariff, as such provisions may be amended from time to time, are hereby
      incorporated by reference and made a part of this rate schedule, where
      applicable.  In the event of any inconsistencies between the General
      Terms and Conditions and this Rate Schedule LNG-I, the terms and
      conditions of this Rate Schedule LNG shall control.
   
5.    RESERVATIONS
   
      Total Peaking reserves the right from time to time unilaterally to make
      any changes to, or to supersede, the rates and charges and other terms
      in this Rate Schedule LNG-I and the other provisions of Total Peaking's
      FERC Gas Tariff, and the applicability thereof, including the Form or
      Service Agreement hereunder, subject to the provisions of the Natural
      Gas Act and the Commission's regulations thereunder.


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Original Sheet Nos. 29 And 30 : Effective

   
   
   
   
   
           [SHEET NOS. 29 AND 30 ARE RESERVED FOR FUTURE USE ]


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Original Sheet No. 31 : Effective

                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
   
1.    AVAILABILITY
   
      This rate schedule is available for the purchase from Total Peaking of
      an interruptible service consisting of the liquefaction of natural gas;
      the storage of LNG; the vaporization LNG; and delivery of LNG or
      Regasified natural gas to Customer, provided that:
   
      (a)   Total Peaking has determined that it has sufficient
            available and uncommitted storage capacity and injection
            and withdrawal capacity to perform service requested by
            Customer;
   
      (b)   Customer and Total Peaking have executed a storage service
            agreement under this rate schedule;
   
      (c)   Customer accepts responsibility for arranging any injection
            and withdrawals (which require the use of trucks) and
            transportation service for utilization of the storage
            service provided under this rate schedule;
   
      (d)   Interruptible storage service under Rate Schedule LSV-1
            shall be available only to the extent that the storage
            capacity, receipt, and delivery services under Rate
            Schedules LSV and LNG are not required for such firm
            storage service.  Total Peaking shall not be required to
            perform service under Rate Schedule LSV-I when Customer
            cannot demonstrate to Total Peaking's satisfaction that
            Customer will have the ability to remove LNG quantities
            required pursuant to Section 27 of the General Terms and
            Conditions of this tariff.
   
      (e)   Customer agrees that the natural gas and LNG delivered to
            Total Peaking shall conform to the quality specifications
            set forth in Section 10 of the General Terms and Conditions
            of this FERC Gas Tariff;
   
      (f)   Availability of service under this rate schedule shall be
            subject to a determination by Total Peaking that service
            requested hereunder shall not cause a reduction in Total
            Peaking's ability to provide firm services under Rate
            Schedules LSV and LNG; and
   
      (g)   Service under this rate schedule may not be available to
            the extent that Total Peaking would be required to
            construct, modify, expand or acquire any facilities to
            enable Total Peaking to perform the requested services.


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1st Revised Sheet No. 32 : Effective

Superseding: Original Sheet No. 32

                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE
   
      2.1   Applicability
   
            This rate schedule shall apply to natural gas or LNG made
            available by Customer to Total Peaking at Total Peaking's
            Facilities and nominated for storage under this Rate Schedule up
            to the Maximum Contract Storage Capacity (MCSC) set forth in the
            Service Agreement and to the subsequent delivery by Total Peaking
            of stored LNG to Customer in either liquid or gaseous state,
            subject to the availability of capacity, the General Terms and
            Conditions and the further provision of the Service Agreement.
            Service rendered under this rate schedule shall be interruptible
            and shall not be subject to curtailment or interruption except as
            provided in Sections 6 and 16 of the General Terms and
            Conditions.
   
      2.2   Service rendered under this rate schedule shall consist of the
            receipt of natural gas at the Point of Receipt (Gas), the
            liquefaction of natural gas up to Customer's Maximum Daily
            Liquefaction Volume, the storage of LNG up to Customer's Maximum
            Contract Storage Capacity, the vaporization of the LNG up to
            Customer's Maximum Vaporization Volume, and the subsequent
            delivery as Regasified LNG at the Point of Delivery (Gas), all on
            an interruptible basis.
   
      2.3   Customer may also elect to inject LNG at the Point of Receipt
            (LNG) or withdraw LNG at the Point of Delivery (LNG), subject to
            availability, this Rate Schedule, and the General Terms and
            Conditions; provided, however, that Customer must nominate the
            means of receipt or delivery or both, subject to the provision of
            section 4 of the General Terms and Conditions.
   
      2.4   Natural gas or LNG may be received, subject to nomination by
            Customer and available MCSC.  Natural gas or regasified LNG may
            be delivered at any time, subject to nomination by Customer and
            available LNG in storage ("Storage Volume").  The available
            Storage Volume shall be increased, up to the MCSC, by the
            Quantity of LNG that Customer transfers into storage in
            accordance with Section 5 of the General Terms and Conditions.
            The available Storage Volume shall be reduced by Customer's share
            of Boil-Off and the LNG that Customer transfers out of Storage in
            accordance with Section 5 of the General Terms and Conditions.
   
      2.5   A Customer may obtain liquefaction service over its Maximum Daily
            Liquefaction Volume if (i) all LSV, LNG, and LSV-I service
            customer nominations for liquefaction have been satisfied and
            (ii) Customer has storage capacity available.


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Original Sheet No. 33 : Effective

                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
2.    APPLICABILITY AND CHARACTER OF SERVICE (Continued)
      2.6   A Customer may obtain injection service if (i) all LNG, LSV, and
            LNG-I Customer nominations for injection have been satisfied,
            (ii) Customer nominates the liquefaction service, and (iii)
            Customer has storage capacity available.
   
      2.7   A Customer may obtain vaporization service over its Maximum Daily
            Vaporization Volume if (i) all LSV, LNG, and LSV-I customer
            nominations for vaporization have been satisfied and (ii)
            Customer has sufficient available LNG in storage.
   
      2.8   A Customer may obtain withdrawal service if (i) all LNG, LSV, and
            LNG-I Customer nominations for withdrawal have been satisfied,
            (ii) Customer nominates the withdrawal service, and (iii)
            Customer has sufficient available LNG in storage.
   
3.    RATES AND FUEL
   
      3.1   The rates for service under this rate schedule shall be market-
            based as negotiated between Total Peaking and Customer and shall
            include the applicable rate components set forth in the LSV-1
            Rate Statement and as described below:
   
            (a)   Monthly Inventory Charge.  A monthly charge equal to
                  the product of the Inventory Charge per Dt times the
                  average daily Storage Volume for the Month.
   
            (b)   Space Charge.  A monthly charge for each Dt of
                  Customer's Storage Volume, as measured by total
                  receipts of LNG for a particular Month.
   
            (c)   Authorized Overrun Charge.  A charge for each
                  authorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the 
                  month, as measured at the end of each day.
   
            (d)   Unauthorized Overrun Charge.  A charge for each
                  unauthorized Dt of LNG (over Customer's Maximum
                  Contract Storage Capacity) per day stored during the
                  month, as measured at the end of each day.
   
            (f)   Liquefaction Charge.  A charge for each Dt of
                  Customer's gas received and liquefied for storage,
                  plus fuel reimbursement.


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Original Sheet No. 34 : Effective

   
                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
   
3.    RATES AND FUEL
        (Continued)
   
   
   
            (g)   A charge for each Dt of Customer's nominated LNG
                  received from Customer's Truck(s) for storage, plus
                  fuel reimbursement, provided that all LSV, LNG, and
                  LNG-I service customer nominations for injection
                  have been satisfied and that Customer has storage
                  capacity available, plus fuel reimbursement.


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Original Sheet No. 35 : Effective

                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
3.    RATES AND FUEL (Continued)
   
            (h)   Vaporization Charge. A charge for quantities of LNG
                  nominated, scheduled and vaporized, plus fuel
                  reimbursement.
   
            (i)   Authorized Withdrawal Charge.  A charge for each Dt
                  of nominated LNG Total Peaking delivers from storage
                  to Customer's Truck(s), plus fuel reimbursement,
                  provided that all LNG, LSV, and LNG-I service
                  customer nominations for vaporization have been
                  satisfied and that Customer has available LNG in
                  storage.
   
            (j)   Fuel Reimbursement.  Total Peaking shall retain from
                  Customer's quantities delivered for liquefaction and
                  to be received after vaporization a percentage of
                  such gas as compensation for fuel and gas otherwise
                  used, or lost and unaccounted for in Total Peaking's
                  operations.  Accordingly, Customer shall also
                  deliver or cause to be delivered to Total Peaking
                  such additional quantities of gas to be retained by
                  Total Peaking.  Such amounts shall be negotiated
                  between Total Peaking and Customer.
   
            (k)   Balancing.  If balancing or other charges are
                  incurred in accordance with the General Terms and
                  Conditions, then such charges shall also be
                  applicable.
   
            (l)   Regulatory Fees and Charges.  Customer shall
                  reimburse Total Peaking for all fees and charges as
                  required by the Commission or any other regulatory
                  body that are related to service provided under this
                  rate schedule.
   
            (m)   Taxes.  Customer shall reimburse Total Peaking for
                  all applicable taxes as may be assessed Total
                  Peaking.
   
   
4.    GENERAL TERMS AND CONDITIONS
   
      All of the General Terms and Conditions of Total Peaking's FERC Gas
      Tariff, as such provisions may be amended from time to time, are hereby
      incorporated by reference and made a part of this rate schedule, where
      applicable.  In the event of any inconsistencies between the General
      Terms and Conditions and this Rate Schedule LSV-1, the terms and
      conditions of this Rate Schedule LSV-1 shall control.


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Original Sheet No. 36 : Effective

                            RATE SCHEDULE LSV-I
                       INTERRUPTIBLE LIQUEFACTION,
                     STORAGE, AND VAPORIZATION SERVICE
                                (Continued)
   
5.    RESERVATIONS
   
      Total Peaking reserves the right from time to time unilaterally to make
      any changes to, or to supersede, the rates and charges and other terms
      in this Rate Schedule LSV-1 and the other provisions of Total Peaking's
      FERC Gas Tariff, and the applicability thereof, including the Form or
      Service Agreement hereunder, subject to the provisions of the Natural
      Gas Act and the Commission's regulations thereunder.


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Original Sheet Nos. 37 And 38 : Effective

   
   
   
            [SHEET NOS. 37 AND 38 ARE RESERVED FOR FUTURE USE ]


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First Revised Sheet No. 39 : Effective

Superseding: Original Sheet No. 39

                    GENERAL TERMS AND CONDITIONS
                              (Continued)
   
1.    APPLICATION AND DULY CONSTITUTED AUTHORITIES
   
      1.1   The following General Terms and Conditions apply to all services
            rendered by Total Peaking under its rate schedules on file with
            and subject to the jurisdiction of the Federal Energy Regulatory
            Commission.
   
      1.2   The rate schedules of Total Peaking, these General Terms and
            Conditions, and the respective obligations of the parties under
            the service agreements, are subject to valid laws, orders, rules
            and regulations of duly constituted authorities having
            jurisdiction.
   
      1.3   Customer shall furnish Total Peaking information, satisfactory to
            Total Peaking, to enable Total Peaking to comply with any reports
            required by state or federal government and agencies.
   
2.    DEFINITIONS
   
      The following terms and abbreviations, when used herein or in any
      agreement incorporating these General Terms and Conditions shall have
      the following meaning:
   
      2.1   "British Thermal Unit" (Btu) - The amount of heat required to
            raise the temperature of one (1) pound of water from fifty-eight
            and five-tenths degrees (58.5 degrees) to fifty-nine and five
            tenths degrees (59.5 degrees) Fahrenheit.  The reporting basis
            for Btu is 14.73 dry psia and 60 degrees Fahrenheit (101.325 kPa
            and 15 degrees C, dry).
   
      2.2   "Boil-Off" gas shall mean low pressure Gas (i) boiling off from
            Total Peaking's storage tank and other facilities, (ii) flashing
            from the liquid phase to the gaseous phase during loading and
            unloading of Customer's LNG, and (iii) boiling off during
            regasification.
   
      2.3   "Business Day" - Consistent with NAESB Standard 3.2.1, the term
            "Business Day" is defined as Monday through Friday, excluding
            Federal Banking Holidays for transactions in the U.S., and similar
            holidays for transactions occurring in Canada and Mexico.


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Original Sheet No. 40 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
2.    DEFINITIONS (Continued)
   
      2.4   "Contract Year" - A period of three hundred sixty-five (365)
            consecutive days beginning on the date of initial delivery of
            natural gas under the contract, or on any anniversary thereof;
            provided, however, that any such year which contains a date of
            February 29th shall consist of three hundred sixty-six (366)
            consecutive days.
   
      2.5   Critical Notices - Information pertaining to Total Peaking
            conditions that affect scheduling or adversely affect scheduled
            gas flow.
   
      2.6   "Cubic Foot" - The volume of gas which occupies one cubic foot of
            space at a temperature of 60 degrees Fahrenheit, a pressure of
            14.73 psia, and dry.
   
      2.7   "Customer" - Any person, company or agency that has executed a
            service agreement with Total Peaking under one or more of Total
            Peaking's rate schedules.
   
      2.8   "Customer's Truck" shall mean truck(s) and trailer equipment
            under the control of Customer or persons designated by Customer
            and certified by the Department of Transportation to transport
            LNG.
   
      2.9   "Day" - A period of 24 consecutive hours beginning and ending at
            9:00 A.M., Central Clock Time.
   
      2.10  "Dekatherm" (dt) or "MMBtu" -  shall mean one thousand cubic feet
            of Gas (Mcf) with a heat content of 1,000 Btu per cubic foot on
            a measurement basis specified under Section 11 herein and based
            on the same pressure base as the volumes.
   
      2.11  "Facilities" shall mean the land, facilities and rights belong to
            Total Peaking at Milford, Connecticut for the receipt of LNG and
            gas, liquefaction, storage, regasification, and delivery of LNG
            and Regasified LNG.


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1st Revised Sheet No. 41 : Effective

Superseding: Original Sheet No. 41

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
2.    DEFINITIONS (Continued)
   
      2.12  "FERC" or "Commission" - The Federal Energy Regulatory Commission
            or any successor agency.
   
      2.13  "Fuel Reimbursement" - Shall have the meaning set forth in
            Section 22 of the General Terms & Conditions of this tariff.
   
      2.14  "Gross Heating Value" - Gross Heating Value on a dry basis which
            is the number of British thermal units produced by the complete
            combustion at constant pressure of the amount of dry gas which
            would occupy a volume of one cubic foot at 14.73 Psia and 60
            degrees F with combustion air at the same temperature and
            pressure as the gas, the products of combustion being cooled to
            the initial temperature of the gas and air and the water formed
            by combustion condensed to the liquid state.
   
      2.14A "IWS" - Total Peaking's Internet Web Site for the purpose of
            posting public informaton.
   
      2.15  "LNG" - Liquefied natural gas.
   
      2.16  "Maximum Contract Storage Capacity" shall be the maximum quantity
            of LNG which Total Peaking is obligated to store for Customer's
            account at any time.
   
      2.17  "Maximum Daily Injection Volume" shall be the maximum quantity of
            LNG that Total Peaking is obligated to receive for storage from
            Customer's Truck(s) on any day, but does not include any
            additional quantities of gas to be retained by Total Peaking for
            fuel and gas otherwise used, or lost and unaccounted for in its
            operation.
   
      2.18  "Maximum Daily Liquefaction Volume" shall be the maximum quantity
            of gas that Total Peaking is obligated to liquefy for Customer on
            any day, but does not include any additional quantities of gas to
            be retained by Total Peaking for fuel and gas otherwise used, or
            lost and unaccounted for in its operation.
   
      2.19  "Maximum Daily Vaporization Volume" shall be the maximum quantity
            of gas that Total Peaking is obligated to vaporize for Customer
            on any day, but does not include any additional quantities of gas
            to be retained by Total Peaking for fuel and gas otherwise used,
            or lost and unaccounted for in its operation.


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Original Sheet No. 42 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
2.    DEFINITIONS (Continued)
   
      2.20  "Maximum Daily Withdrawal Volume" shall be the maximum quantity
            of LNG that Total Peaking is obligated to deliver from storage to
            Customer's Truck(s) on any day, but does not include any
            additional quantities of gas to be retained by Total Peaking for
            fuel and gas otherwise used, or lost and unaccounted for in its
            operation.
   
      2.21  "Mcf" - 1,000 cubic feet of gas.
   
      2.22  "Month" - A period beginning at 9:00 A.M., Central Clock Time, on
            the first day of the calendar month and shall end at the
            aforesaid time on the first day of the next succeeding calendar
            month.
   
      2.23  "Natural Gas" or "Gas" - Natural gas processed or unprocessed,
            vaporized liquid natural gas, synthetic gas, gas from coal seams
            or any mixture of these gases.
   
      2.24  "Operational Flow Order" or "OFO" means an order issued to
            alleviate conditions, inter alia, which threaten or could
            threaten the safe operations or system integrity, of Total
            Peaking's system or to maintain operations required to provide
            efficient and reliable service.  Whenever Total Peaking
            experiences these conditions, any pertinent order will be
            referred to as an Operational Flow Order.
   
      2.25  "Point of Delivery" - The point or points at which Total Peaking
            delivers gas from its facilities to Customers or for the account
            of Customer; each Point of Delivery shall be set forth in the
            service agreement(s) with Customer.
   
      2.26  "Point of Receipt" - The point or points at which Total Peaking
            receives gas into its facilities from or for the account of
            Customer; each Point of Receipt shall be set forth in the service
            agreement(s) with Customers.
   
      2.27  "Quantity" or "Quantities" or "Volume" or "Volumes" shall mean
            the number of units of Gas or LNG expressed in dt or MMBtu.


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1st Revised Sheet No. 43 : Effective

Superseding: Original Sheet No. 43

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
2.    DEFINITIONS (Continued)
   
      2.28  "Regasified LNG" shall mean LNG which as been converted from its 
            liquid state to a gaseous state by mechanical vaporization
            process.
   
      2.29  "Releasing Customer" - A Customer who has agreed to release some
            or all of its rights under its firm service agreement.
   
      2.30  "Replacement Customer" - A Customer who has assumed any released
            rights to capacity of a Releasing Customer.
   
      2.31  "Storage Volume" shall be the quantity of LNG in storage for
            Customer's account at any particular time.
   
      2.32  "Total Peaking" - Total Peaking Services, L.L.C.
   
      2.33  "Transporter" - Customer's transporter designated to deliver the
            gas via pipeline to the Point of Receipt or Customer's
            transporter designated to receive gas from the Point of Delivery.
   
3.    REQUEST FOR SERVICE
   
      3.1   Requests.  Any potential customer wishing to obtain service from
            Total Peaking shall submit in writing to Total Peaking a request
            for service in substantially the same format as that show in the
            Form of Request for Storage Service found in this tariff.  Such
            request may be delivered in person or submitted by United States
            mail, overnight courier service, or facsimile transmission (fax).
            Total Peaking shall evaluate and respond to potential customer's
            request within five Business Days of its receipt.  If Total
            Peaking and potential customer mutually agree to the rates
            potential customer will pay for service, Total Peaking shall,
            subject to execution of a service agreement, endeavor to provide
            service within the time specified in the written request.
            Potential customer's request for service shall be considered
            complete only if the information specified in the Form of Request
            for Storage Service is provided in writing.


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1st Revised Sheet No. 44 : Effective

Superseding: Substitute Original Sheet No. 44

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.1   Requests (Continued)
   
                  Requests for service may be sent to:
   
                        Operating Manager
                        Total Peaking Services, L.L.C.
                        775 Oronoque Road
                        Milford, Connecticut  06460
   
      3.2   Information Requirements.  Each request shall include the
            following information:
   
            (a)   Potential customer's name, address, representative
                  and telephone number.
   
            (b)   A statement of whether the potential customer is a
                  local natural gas distribution company (LDC), an
                  intrastate pipeline company, an interstate pipeline
                  company, marketer/broker, producer, end user or
                  other type of entity (which other entity must be
                  described).
   
            (c)   Type of service requested.
   
            (d)   Quantity in Dt/day requested for
   
                  (i)   liquefaction and vaporization or
   
                  (ii)  injection and withdrawal.
   
            (e)   Price offered by potential customer for each service
                  requested.
   
            (f)   Term of service, including the date service is
                  requested to commence and the date service is 
                  requested to terminate.


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Original Sheet No. 45 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.2   Information Requirements (Continued)
   
            (g)   Evidence of credit worthiness.  Total Peaking shall
                  not be required to provide service to any potential
                  customer who fails to meet Total Peaking's standards
                  for credit worthiness.  In this regard Total Peaking
                  may require that potential customer provide the
                  following information:
   
                  (i)   Last two fiscal years financial statements (to
                        include detailed balance sheets, profit and
                        loss statements and statements of cash flow
                        with explanatory footnotes), 10-K reports or
                        other filings with regulatory agencies with
                        detailed financial statements.
   
                  (ii)  Copy of corporate charter or partnership
                        agreement if legal entity has not provided
                        credit information for Dun and Bradstreet
                        reporting.
   
                  (iii) A bank reference and at least three trade
                        references.
   
                  (iv)  A written attestation from potential customer
                        that it is not operating under any chapter of
                        the bankruptcy laws and must not be subject to
                        liquidation or debt reduction procedures under
                        state laws.
   
                  (v)   A written attestation from potential customer
                        that it is not subject to the uncertainty of
                        pending liquidation or regulatory proceedings
                        in state or federal courts which could cause a
                        substantial deterioration in its financial
                        condition.


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Original Sheet No. 46 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.2   Information Requirements (Continued)
   
                  (vi)  A written attestation from potential customer
                        that no significant collection lawsuits or
                        judgments are outstanding which would
                        seriously reflect upon the business entity's
                        ability to remain solvent.
   
                  (vii) If potential customer has an ongoing business
                        relationship with Total Peaking, no
                        uncontested delinquent balances should be
                        outstanding for services previously billed by
                        Total Peaking and potential customer must have
                        paid its account during the past according to
                        the established terms and not made deductions
                        or withheld payment for claims not authorized
                        by contract.
   
                  (viii) Total Peaking reserves the right to
                        request updated credit information at any time
                        if Total Peaking is not reasonably satisfied
                        with Customer's credit worthiness or ability
                        to pay based on information available to Total
                        Peaking at that time.
   
            (h)   Prepayment.  To be considered valid, a request for
                  firm service, other than capacity release pursuant
                  to Section 23, must be accompanied by payment of the
                  lesser of (1) the applicable negotiated rate for one
                  Month or (2) $10,000.  Such payment must be made by
                  Customer to Total Peaking.  This payment plus the
                  interest accrued from the date payment is received
                  until the date service commences shall be used to
                  offset Customer's monthly bill.  If Customer's
                  request expires, is withdrawn, or Total Peaking
                  declines to tender a Service Agreement, Total
                  Peaking shall refund Customer's payment plus the
                  accrued interest from the date payment is received
                  until the refund is sent to Customer.  For purposes
                  of this section, accrued interest shall be computed
                  in a manner consistent with Section 154.501(d) of
                  the Commission's Regulations.


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Original Sheet No. 47 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.3   Additional Information
   
            (a)   Customer shall also promptly provide such additional
                  Customer credit information as may be reasonably
                  required by Total Peaking, at any time during the
                  term of service under a service agreement, to
                  determine Customer's creditworthiness.
   
            (b)   After receipt of request for service, Total Peaking
                  may require that Customer furnish additional
                  information as a prerequisite to Total Peaking
                  offering to execute a service agreement with
                  Customer.  Such information may include proof of
                  Customer's lawful right and/or title to cause the
                  gas to be delivered to Total Peaking for service
                  under this FERC Gas Tariff and of Customer's
                  contractual or physical ability to cause such gas to
                  be delivered to and received from Total Peaking.
   
      3.4   Evaluation of Service Request
   
            Total Peaking will accept requests for firm storage from
            potential customers.  Available capacity will be allocated to
            those customers offering to pay the highest rates.  Specifically,
            capacity will be allocated to those customers offering to pay the
            highest net present value per dekatherm basis.  Net present value
            shall be determined using the following formula:
   
                             n                t
                  NPV =  SUM1     Pt (1/(1+i))


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Original Sheet No. 48 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.4   Evaluation of Service Request (Continued)
   
            where:
   
                  Pt  is the sum of the projected payments in year for
                  liquefaction, storage, and vaporization services
                  based upon the estimated firm rates for service and
                  the quantity of requested service;
    
                  n  is the number of years of requested service; and
   
                  i  is the annual interest rate on five year U.S.
                  Government Treasury notes at the time of evaluation.
   
            If two or more submitted bids have the same NPV, and there is
            insufficient capacity for all bids, capacity will be allocated on
            a pro rata basis.
   
      3.5   Execution of Service Agreement.  If Customer's request for
            service and credit evaluation comply with these General Terms and
            Conditions, and Total Peaking accepts Customer's request for
            service, Total Peaking will tender a service agreement to
            Customer.  In the event the service agreement is not executed by
            Customer and returned within ten days after Total Peaking
            tendered the service agreement, Total Peaking shall consider the
            request for service invalid and the service agreement shall be
            void.  Total Peaking will not be required to tender an agreement
            to Customer for execution that relates to requests for service
            for which Total Peaking does not have sufficient available
            capacity.
   
      3.6   Customer's Performance.  Customer is required to provide to Total
            Peaking (1) the State of the source of gas that is to be stored
            and/or transported and (2) such other information if required in
            order for Total Peaking to comply with any FERC reporting or
            other requirements.


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1st Revised Sheet No. 49 : Effective

Superseding: Substitute Original Sheet No. 49

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.7   Complaints.  In the event that a Customer or potential Customer
            has a complaint relative to service under this FERC Gas Tariff,
            the Customer shall provide a description of the complaint, in
            writing, including the identification of the service request (if
            applicable), and communicate it to:
   
                        Operating Manager
                        Total Peaking Services, L.L.C.
                        775 Oronoque Road
                        Milford, Connecticut  06460
   
            Total Peaking will verbally respond initially within two (2)
            Business Days from the day of receipt of a complaint.  Total
            Peaking shall respond in writing within 30 days of receipt of the
            complaint advising Customer or a potential Customer of the
            disposition of the complaint.
   
      3.8   Information
   
            (a)   Any person may request information on pricing, terms
                  of liquefaction, storage, vaporization or other
                  peaking service or capacity availability by
                  contacting Total Peaking at the following:
   
                        Operating Manager
                        Total Peaking Services, L.L.C.
                        775 Oronoque Road
                        Milford, Connecticut  06460
   
            (b)   Each Customer will be provided with a list of phone
                  numbers for Total Peaking's dispatch and control
                  personnel, who are on-call 24 hours a Day.


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1st Revised Sheet No. 50 : Effective

Superseding: Original Sheet No. 50

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
3.    REQUEST FOR SERVICE (Continued)
   
      3.9   Internet Web Site
   
            (a)   Total Peaking shall disseminate service information and
                  post information necessary to effectuate the release and
                  reassignment of capacity by means of an Internet Web Site
                  that will be updated.  This Internet Web Site, referred
                  to herein as Total Peaking's "Internet Web Site" ("IWS"),
                  shall be available on a nondiscriminatory basis to any
                  customer or potential customer.  Total Peaking shall
                  provide equal and timely access to any information posted
                  on the IWS.  Total Peaking will provide all information
                  required to be posted thereon under regulations of the
                  FERC, together with such additional information as Total
                  Peaking considers appropriate.
   
            (b)   Total Peaking will provide the public with the following
                  information on its IWS: (1) information regarding capacity
                  available on Total Peaking's system; (2) information
                  regarding released capacity available from firm shippers
                  (if any); (3) information regarding service interruptions
                  due to force majeure and related capacity constraints; and
                  (4) names and telephone numbers of Total Peaking's
                  employees to contact in an emergency.  In addition, Total
                  Peaking's IWS will provide reports on firm and interruptible
                  service, an index of customers, available capacity, semi-
                  annual storage reports and information on the corporate
                  organizational structure and marketing affiliate of Total
                  Peaking.
   
            (c)   A current copy of Total Peaking's FERC Gas Tariff shall be
                  available on a non-discriminatory basis to any shipper or
                  potential shipper from the IWS.
   
            (d)   Users of Total Peaking's IWS agree to indemnify Total
                  Peaking and hold Total Peaking harmless against any loss,
                  liability, or expense (including without limitation, court
                  costs and attorneys fees) incurred or suffered by the user
                  as the result of its use of Total Peaking's IWS, except for
                  losses, damages, or expenses caused solely by Total
                  Peaking's own negligence or willful misconduct.
   
            (e)   Total Peaking shall store for three years a copy of the
                  information posted on the IWS.
   
      3.10  Construction of Facilities.  Total Peaking shall not be required
            to provide any requested service under any rate schedule which
            would require construction or acquisition by Total Peaking of new
            facilities or expansion of existing facilities.


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Original Sheet No. 51 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES
   
      Service shall be provided only after Customer has furnished or caused
      to be furnished to Total Peaking a nomination for such service in
      accordance with Sections 4.1, 4.2, and 4.3 and Total Peaking has
      scheduled the service in accordance with Sections 4.5, 4.6, and 4.7.
   
      4.1   Contents of Nominations
   
            Each nomination shall show the Customer's contract number and the
            information required below concerning the Quantities of LNG to be
            received, and stored and the LNG or Regasified LNG to be
            delivered by Total Peaking.
   
            (a)   Information Required for All Nominations
   
                  (1)   The Day(s) the natural gas or LNG is to be
                        received;
   
                  (2)   The Quantities of natural gas or LNG to be
                        received;
   
                  (3)   The estimated composition and heat content of
                        the natural gas or LNG;
   
                  (4)   The source of the natural gas or LNG;
   
                  (5)   The estimated pressure of the natural gas on
                        arrival at Total Peaking's Facilities;
   
                  (6)   The estimated saturated pressure and
                        temperature of the LNG on arrival at Total
                        Peaking's Facilities;
   
                  (7)   A delivery schedule, including Quantities and
                        dates of delivery, which shall comply with the
                        cycling requirement of Section 5.4(c) herein;
                        and
   
                  (8)   Means of Receipt and Delivery.


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Original Sheet No. 52 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.1   Contents of Nominations (Continued)
   
            (b)   Additional Information Required for Particular Means
                  of Receipt and Delivery
   
                  (1)   If the LNG is to be received from, or
                        delivered to Customer's Truck(s), the
                        nomination shall:
   
                        (A)   State the tractor height, trailer
                              height, and anticipated empty and gross
                              weights;
   
                        (B)   Provide proof that Customer's Truck is
                              certified by the Department of
                              Transportation to transport LNG; and
   
                        (C)   State whether the Customer's Truck(s)
                              will require cooldown prior to delivery
                              of LNG.
   
                  (2)   If the Total Peaking is to receive natural gas
                        or deliver Regasified LNG, the nomination
                        shall provide:
   
                        (A)   The Quantity of Gas to be received or
                              delivered, net of the Quantity to be
                              retained by Total Peaking for Fuel
                              Reimbursement; and
   
                        (B)   The Points of Receipt and Delivery.
   
            (c)   Nominations shall conform to the means of receipt or
                  delivery specified in the Service Agreement;
                  provided, however, that Total Peaking may accept
                  nominations that deviate from such means as
                  operating conditions permit and without detrimental
                  impact to other Customers and upon confirmation that
                  satisfactory arrangements for delivery have been
                  made.


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1st Revised Sheet No. 53 : Effective

Superseding: Substitute Original Sheet No. 53

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.1   Contents of Nominations (Continued)
   
            (d)   By submitting a nomination Customer represents and
                  warrants that it has obtained all necessary
                  regulatory approvals to deliver LNG to Total
                  Peaking's Facilities and that valid contractual
                  arrangements are in place by which the LNG will be
                  transported to the Facilities and LNG or Regasified
                  LNG will be transported from the Facilities.  Total
                  Peaking shall be allowed to rely conclusively on the
                  information submitted as part of the nomination in
                  confirming the nomination and scheduling the
                  service.
   
      4.2   Means By Which Nominations Are To Be Submitted
   
            (a)   Notices provided under this Section 4 must be
                  submitted in writing via fax or electronic means.
                  Customer shall provide notice of any changes in
                  deliveries to or receipt from Total Peaking to all
                  transporters and shall be responsible for and shall
                  hold Total Peaking harmless from any and all
                  liabilities and expense resulting from any such
                  changes, unless the added expense is due to the
                  negligence of Total Peaking.
   
                  Nominations may be submitted in writing to:
   
                        Gas Dispatcher
                        Total Peaking Services, L.L.C.
                        775 Oronoque Road
                        Milford, Connecticut  06460
                        Facsimile Number:  203-874-5281
   
            (b)   Customer may give written notice at any time to
                  change the designation of the person to provide the
                  nomination information set forth in this Section to
                  Total Peaking.  If Customer designates another
                  person to provide this information, Total Peaking
                  shall be entitled to rely on the nominations
                  previously provided by Customer's designee.


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First Revised Sheet No. 54 : Effective

Superseding: Original Sheet No. 54

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.3   Time For Submission of Nominations
   
            (a)   Nominations for storage service to be provided
                  during the Month shall be submitted by the last Day
                  of the preceding Month (the Nomination Date).  If
                  Customer fails to provide a nomination by the
                  Nomination Date, Total Peaking may deem Customer's
                  nomination to be zero unless Customer has previously
                  provided Total Peaking a default nomination for such
                  Month or a late nomination is accepted in accordance
                  with Section 4.3(b).
   
            (b)   The standard nominations timeline shall be as
                  follows: 11:30 am for nominations leaving control of
                  the nominating party; 11:45 am for receipt of
                  nominations by Total Peaking (including from Title Transfer
                  Tracking Service Providers (TTTSPs); noon for quick
                  response; 3:30 pm for receipt of completed
                  confirmations by Total Peaking from upstream and
                  downstream connected parties; 4:30 pm for receipt of
                  scheduled quantities by Customer and point operator
                  (central clock time on the day prior to flow).
   
   
            (c)   The Evening Nomination Cycle shall be as follows: 6:00 pm
                  for nominations leaving control of the nominating party;
                  6:15 pm for receipt of nominations by the transporter
                  (including from TTTSPs); 6:30 pm to send Quick Response;
                  9:00 pm for receipt of completed confirmations by
                  transporter from upstream and downstream connected parties;
                  10:00 pm for Transportation Service Provider to provide
                  scheduled quantities to affected shippers and point
                  operators, and to provide scheduled quantities to bumped
                  parties (notice to bumped parties), (central clock time
                  on the day prior to flow).  Scheduled quantities resulting
                  from an Evening Nomination that does not cause another
                  Service Requester on the subject Transportation Service
                  Provider to receive notice that it is being bumped should
                  be effective at 9:00 a.m. on gas day; and when an Evening
                  Nomination causes another Service Requester on the subject
                  Transportation Service Provider to receive notice that it
                  is being bumped, the scheduled quantities should be
                  effective at 9:00 a.m. on gas day.


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Original Sheet No. 54A : Effective

            (d)   The Intraday 1 Nomination Cycle: 10:00 am for nominations
                  leaving control of the nominating party; 10:15 am for
                  receipt of nominations by the transporter (including from
                  TTTSPs); 10:30 am to send Quick Response; 1:00 pm for receipt
                  of completed confirmations by transporter from upstream and
                  downstream connected parties; 2:00 pm for Transportation
                  Service Provider to provide scheduled quantities to affected
                  shippers and point operators, and to provide scheduled
                  quantities to bumped parties (notice to bumped parties),
                  (central clock time on the gas day). Scheduled quantities
                  resulting from Intraday 1 Nominations should be effective
                  at 5:00 pm on gas day.
   
            (e)   The Intraday 2 Nomination Cycle: 5:00 pm for nominations
                  leaving control of the nominating party; 5:15 pm for receipt
                  of nominations by the transporter (including from TTTSPs);
                  5:30 pm to send Quick Response; 8:00 pm for receipt of
                  completed confirmations by transporter from upstream and
                  downstream connected parties; 9:00 pm for Transportation
                  Service Provider to provide scheduled quantities to affected
                  shippers and point operators (central clock  time on the gas
                  day). Scheduled quantities resulting from Intraday 2
                  Nominations should be effective at 9:00 pm. on gas day.
                  Bumping is not allowed during the Intraday 2 Nomination
                  Cycle.
   
            (f)   For purposes of paragraphs (c) (d) and (e) of this section,
                  "provide" shall mean, for transmittals pursuant to standards
                  1.4.x, receipt at the designated site, and for purposes of
                  other forms of transmittal, it shall mean send or post.


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Original Sheet No. 55 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.3   Time For Submission of Nominations (Continued)
   
            (d)   Total Peaking shall have the right to refuse to
                  receive or deliver any LNG or Regasified LNG not
                  timely or properly nominated.  Total Peaking shall
                  not be liable to Customer or any other person as a
                  direct or indirect consequence of such refusal and
                  Customer shall indemnify Total Peaking from and
                  against any and all losses, damages, expenses,
                  suits, actions and proceedings whatsoever
                  threatened, incurred or initiated as a result of
                  such refusal, except to the extent such loss,
                  damage, expense, claim, suit, action or proceeding
                  is the result of Total Peaking's negligence, bad
                  faith or willful misconduct.
   
      4.4   Additional Information Requirements
   
            (a)   Customer shall comply with requests by Total Peaking
                  for additional information which Total Peaking
                  believes is necessary to perform service hereunder
                  or to comply with the valid reporting or other
                  requirements of the Commission or other regulatory
                  agencies having jurisdiction.
   
            (b)   Customer shall notify Total Peaking immediately of
                  any unexpected changes in Quantities tendered for
                  receipt or delivery, whether or not such notice
                  conforms to the times set out herein.
   
            (c)   Customer shall cause the operator of each truck or
                  Point of Delivery designated in any nomination or
                  change to a nomination to confirm all such
                  nominations or changes to nominations in writing
                  prior to implementation by Total Peaking.


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Substitute Original Sheet No. 56 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.5   Scheduling Procedures for the Receipt and Delivery of LNG by
            Customer's Truck(s)
   
            (a)   If all nominations for the receipt and delivery of
                  LNG by Customer's Truck(s) during the Month cannot
                  be accommodated and all conflicts cannot be resolved
                  by mutual agreement among Total Peaking and the
                  affected Customers, service shall be scheduled in
                  the following order:
   
                  (1)   Firm service under Rate Schedule LNG;
   
                  (2)   Firm service under Rate Schedule LSV;
   
                  (3)   Interruptible service under Rate Schedule LNG-
                        1 in sequence starting with the highest rate
                        for storage service;
   
                  (4)   Interruptible service under Rate Schedule LSV-
                        1 in sequence starting with the highest rate
                        for storage service.
   
                  In the event two (2) or more Customers have the same
                  priority using the above criteria, service will be
                  scheduled in sequence starting with the service to
                  be provided pursuant to the Service Agreement with
                  the earliest request date.
   
            (b)   Once service is nominated and scheduled during any
                  Month under any Rate Schedule, such service shall
                  not be bumped for the purpose of scheduling other
                  service with equal or lower priority during the
                  Month.


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Original Sheet No. 57 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
4.    NOMINATION AND SCHEDULING OF SERVICES (Continued)
   
      4.6   Scheduling Procedure for Receipt of Natural Gas and Delivery of
            Regasified LNG
   
            (a)   The Quantities of natural gas or Regasified LNG
                  nominated for receipt or delivery by Customers shall
                  be scheduled by Total Peaking in the following
                  order:
   
                  (1)   Firm service under Rate Schedule LSV;
   
                  (2)   Firm service under Rate Schedule LNG;
   
                  (3)   Interruptible service under Rate Schedule LSV-
                        1, in sequence starting with the highest rate
                        for storage service.
   
                  (4)   Interruptible service under Rate Schedule LNG-
                        1, in sequence starting with the highest rate
                        for storage service.
   
            (b)   Within each sequence of the categories listed above,
                  Customer's service agreement request date will
                  determine the scheduling priority.  For Customers
                  with the same request date, Quantities will be
                  scheduled pro rata based on each Customer's MCSC.
            (c)   Once service is nominated and scheduled during any
                  Month under any Rate Schedule, such service shall
                  not be bumped for the purpose of scheduling other
                  Quantities with equal or lower priority during the
                  month.
   
5.    OPERATING CONDITIONS
   
      5.1   General
   
            (a)   Customer shall make or cause to be made all
                  necessary arrangements with other parties at the
                  point where Customer tenders LNG to Total Peaking
                  for storage, and at the point where Total Peaking
                  delivers LNG or Regasified LNG for Customer's
                  account, and such arrangements must be compatible
                  with Total Peaking's facility operations.


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Original Sheet No. 58 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
5.    OPERATING CONDITIONS (Continued)
   
      5.1   General (Continued)
   
            (b)   Total Peaking shall have the unqualified right to
                  commingle LNG received and, stored hereunder with
                  LNG from other sources, and to treat and handle all
                  such LNG as its own.  It is recognized that the LNG
                  or Regasified LNG delivered to Customer will not
                  consist of the same molecules as received from
                  Customer.
   
      5.2   Operating Conditions for the Receipt of Natural Gas
   
            (a)   Total Peaking shall not be required to receive
                  natural gas at a rate in excess of the rate of one-
                  twentyfourth (1/24) of Customer's Maximum Daily
                  Liquefaction Volume.
   
            (b)   Total Peaking shall not be obligated to receive
                  natural gas if the total Quantities nominated for
                  the Day are less than 4,500 Dt per Day.
   
   
      5.3   Operating Conditions for the Receipt of LNG from, and the
            Delivery of LNG to, Customer's Truck(s)
   
            (a)   Customer's Truck(s) shall not exceed the following
                  dimensions:
   
                  Width                         10'-0"
   
                  Tractor height                13'-6"
   
                  Trailer height                13'-6"
   
                  Anticipated gross weight      80,000 lbs.
   
                  Axle loading                  48,000 lbs./tandem axle
   
            (b)   Total Peaking shall make available or cause to be
                  made available facilities capable of loading and
                  unloading LNG certified trailers during Business
                  Days.


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Original Sheet No. 59 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
5.    OPERATING CONDITIONS (Continued)
   
      5.3   Operating Conditions for the Receipt of LNG from, and the
            Delivery of LNG to, Customer's Truck(s) (Continued)
   
            (c)   The loading and unloading of LNG shall be carried
                  out in accordance with applicable safety and other
                  regulations.
   
            (d)   LNG shall be loaded or unloaded, as the case may be,
                  only into trailers certified by the Department of
                  Transportation to transport LNG and operated by
                  approved hazardous material operators.
   
            (e)   Customer shall give written notice to Total Peaking
                  of the date and hour of arrival at Total Peaking's
                  Facilities of Customer's Truck(s) not less than
                  twenty-four (24) hours in advance of the estimated
                  time of arrival.
   
            (f)   If the Customer's Truck does not arrive at Total
                  Peaking's Facilities as scheduled, Total Peaking
                  shall unload or load, as the case may be, Customer's
                  Truck at the first available time when such
                  unloading or loading can be accomplished without
                  detriment to any other scheduled service.
   
            (g)   It shall be Customer's responsibility to assure that
                  each Customer's Truck, Customer's driver and load of
                  LNG is in compliance with all applicable codes and
                  regulations pertaining to the design, construction,
                  and operation of containers for the transportation
                  of LNG, including such limitations as Total Peaking
                  may require in connection with its facilities.
   
            (h)   It shall be Customer's responsibility to have proper
                  insurance for Customer's Truck(s), and Customer
                  shall provide Total Peaking with a certificate of
                  insurance satisfactory to Total Peaking prior to the
                  movement of Customer's Truck onto Total Peaking's
                  property.  This requirement is without limitation to
                  other insurance requirements specified in this
                  tariff or required by law.


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Original Sheet No. 60 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
5.    OPERATING CONDITIONS (Continued)
   
      5.3   Operating Conditions for the Receipt of LNG from, and the
            Delivery of LNG to, Customer's Truck(s) (Continued)
   
            (i)   If Customer employs a carrier company to receive or
                  deliver LNG at Total Peaking's Facilities, Customer
                  shall cause such carrier company to comply with the
                  requirements set forth herein.
   
      5.4   Operating Conditions for the Storage of LNG
   
            (a)   Boil-Off
   
                  (1)   Customer's available Storage Volume shall be
                        reduced by Customer's share of Total Peaking's
                        Facilities's Boil-Off.  Customer's share of
                        such Boil-Off shall consist of the sum of the
                        LNG boiling off as a direct result of the
                        loading or unloading of Customer's LNG, plus a
                        proportionate share of the day-to-day
                        Facilities Boil-Off, which share shall be the
                        ratio of Customer's Storage Volume to the
                        total amount of LNG in Storage.
   
                  (2)   Customer shall make all necessary arrangements
                        for the delivery of Customer's share of the
                        Facilities' Boil-Off on a daily basis.  If
                        Customer fails to nominate its share of the
                        Facilities' Boil-Off on any Day, or if
                        Customer's nomination is not confirmed or not
                        accepted at the Point of Delivery, Total
                        Peaking may take title to such Gas, free and
                        clear of any adverse claim.
   
            (b)   Transfer of Storage Volume
   
                  (1)   Customer may transfer by sale or otherwise all
                        or a portion of its Storage Volume to any
                        Customer that receives storage service under
                        Rate Schedule LSV or LNG in this tariff if:


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Original Sheet No. 61 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
5.    OPERATING CONDITIONS (Continued)
   
      5.4   Operating Conditions for the Storage of LNG
   
                        (i)   Both the transferee and transferor of
                              the Storage Volume shall provide Total
                              Peaking with verification of the
                              transfer in writing; and
   
                        (ii)  The transfer does not cause the Storage
                              Volume to exceed the MCSC specified in
                              the applicable Service Agreement.
   
                  (2)   Customer may transfer by sale or otherwise all
                        or a portion of its Storage Volume to any
                        Customer that receives storage service under
                        Rate Schedule LSV-I or LNG-I, if:
   
                        (i)   Customer receives prior approval from
                              Total Peaking for such transfer; and
   
                        (ii)  All of the requirements of Section
                              5.4(b) are met.
   
            (c)   Cycling
   
            By April 1 of each year, Customer shall cause to be withdrawn
            from Total Peaking's Facilities at least 50% of the Customer's
            Storage Volume as of November 1 of the preceding year.  If
            Customer fails to so withdraw such LNG, then Total Peaking may,
            at its option, take title to any amount of LNG in excess of 50%
            of the Customer's November 1 Storage Volume free and clear of any
            adverse claims, in which case Customer shall indemnify Total
            Peaking and hold it harmless from all costs, damages, and
            liabilities arising out of the failure of Customer to remove such
            LNG and the disposal of such LNG by Total Peaking, including
            storage charges under the applicable rate schedule.  Total
            Peaking shall be permitted to retain any proceeds from the sale
            of LNG to which it takes title hereunder.  Total Peaking shall
            extend the time available for Customer to remove its Gas from
            Storage by one Day for every Day that Customer has been unable to
            withdraw properly nominated Quantities due to operational or
            force majeure conditions at Total Peaking's Facilities.


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Original Sheet No. 62 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
5.    OPERATING CONDITIONS (Continued)
   
      5.5.  Operating Conditions For Deliveries of LNG.
   
            The quantity of LNG delivered by Total Peaking to Customer shall
            be determined by having the transportation vehicles weighed on
            certified scales before and after loading.  Customer's Truck(s)
            shall have the responsibility of furnishing Total Peaking with
            certified weights prior to, and after, loading with LNG.  The
            weight of the LNG so delivered shall be converted into dekatherms
            in accordance with the American Gas Association Gas Measurement
            Committee Report No. 5 of Fuel Gas Energy Metering, as amended,
            expanded or superseded from time to time, applied in an
            appropriate manner.
   
      5.6   Operating Conditions for the Delivery of Regasified LNG
   
            (a)   Total Peaking shall not be required to deliver
                  Regasified LNG at a rate in excess of the rate of
                  one-twentyfourth (1/24) of Customer's Maximum Daily
                  Vaporization Volume.
   
            (b)   Total Peaking shall not be obligated to deliver
                  Regasified LNG if the total Quantities nominated for
                  the Day are less than 2,000 Dt per Day.
   
6.    CURTAILMENT AND INTERRUPTION
   
      6.1   Interruption
   
            Total Peaking shall have the unqualified right to interrupt
            storage service, in whole or in part, at any time under its
            Interruptible Rate Schedule(s) to provide service under its Firm
            Rate Schedules.
   
      6.2   Curtailment
   
            Total Peaking shall have the right to curtail or discontinue
            storage service, in whole or in part, at any time for reasons of
            Force Majeure or when, in Total Peaking's sole judgment,
            capacity, supply, or operating conditions so require or it is
            desirable or necessary to make modifications, repairs or
            operating changes to its Facilities.  Total Peaking shall use
            reasonable efforts to provide Customer such notice of the
            curtailment as is reasonable under the circumstances.


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Original Sheet No. 63 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
6.    CURTAILMENT AND INTERRUPTION (Continued)
   
      6.3   Order of Curtailment and Interruption
   
            When the curtailment or interruption is necessary, Service will
            be curtailed in the following order:
   
            (a)   In the event of an interruption pursuant to Section
                  6.1 above, service shall be interrupted in the
                  reverse order from which such service was scheduled
                  in accordance with Sections 4.5 and 4.6 of these
                  General Terms and Conditions.
   
            (b)   In the event of a curtailment pursuant to Section
                  6.2 above, interruptible service shall be curtailed
                  first.  Following the curtailment of interruptible
                  service, firm service shall be curtailed.  Within
                  each category, service shall be curtailed in the 
                  reverse order from which it was scheduled in
                  accordance with Sections 4.5 and 4.6 of these
                  General Terms and Conditions.
   
      6.4   Curtailment Reports and Notices
   
            (a)   Total Peaking shall use reasonable efforts to
                  provide Customer with notice of curtailment at a
                  time and in a manner that is reasonable under then
                  existing conditions, and shall in any event confirm
                  in writing or by facsimile transmission the notice
                  given.
   
            (b)   Total Peaking shall have no responsibility to inform
                  Customer's end users, suppliers, other transporters
                  and any others involved in the transaction, as to
                  any notice of curtailment.
   
      6.5   Curtailment Compliance
   
            (a)   When a curtailment notice has been issued, the
                  affected Customer shall undertake the required
                  action set forth in the curtailment notice.  Failure
                  to comply with a curtailment notice shall subject
                  Customer to the penalty provisions of Section 21
                  herein as if such curtailment notice were an OFO.


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First Revised Sheet No. 64 : Effective

Superseding: Iginal Sheet No. 64

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
6.    CURTAILMENT AND INTERRUPTION (Continued)
   
      6.5   Curtailment Compliance (Continued)
   
            (b)   Customer shall indemnify Total Peaking from and
                  against any and all losses, damages, expenses,
                  claims, suits, actions, and proceedings whatsoever
                  threatened, incurred, or initiated as a result of
                  Total Peaking's performance hereunder, except to the
                  extent such loss, damage, expense, claim, suit,
                  action or proceeding is the result of Total
                  Peaking's negligence, bad faith or willful
                  misconduct.
   
            (c)   Without regard to any other remedy provided by law
                  or by the provisions hereof, Total Peaking shall be
                  entitled to seek an order from the Commission or any
                  other appropriate tribunal requiring compliance with
                  curtailment or interruption ordered by Total Peaking
                  in compliance with this Section 6 or any directive
                  from any governmental authority having jurisdiction.
   
7.    BALANCING
   
      7.1   RESERVED
   
      7.2   Final Balancing
   
            Customer shall withdraw, or otherwise dispose of, all of
         its Storage Volume by the date the Service Agreement
         terminates.


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First Revised No. 65 : Effective

Superseding: Original Sheet No. 65

                    GENERAL TERMS AND CONDITIONS
                              (Continued)
   
7.    BALANCING (Continued)
   
      7.2   Final Balancing (Continued)
   
            (a)   If Customer fails to withdraw, or otherwise dispose
                  of, all of its Storage Volume prior to the
                  termination of the Service Agreement, Total Peaking
                  may retain any remaining quantities of Storage
                  Volume free and clear of any adverse claims;
                  provided, however, that Total Peaking will notify
                  Customer in writing sixty (60) days prior to
                  termination of its Service Agreement of the quantity
                  of Storage Volume being held by Total Peaking for
                  Customer's account.
   
            (b)   If Customer in good faith disagrees with the
                  Quantity of Storage Volume set forth in the
                  notification required above, then within fifteen
                  (15) days of such notification, Customer shall
                  notify Total Peaking in writing of such dispute and
                  request a reconciliation.  If, as of the date of
                  termination of Customer's Service Agreement, the
                  Quantity of Storage Volume contained in Total
                  Peaking's notice has not been finally reconciled and
                  such failure to reconcile results in a retention
                  hereunder by Total Peaking, then title to the
                  difference between the Quantity subject to retention
                  according to Total Peaking's records and that
                  reflected on Customer's records shall not finally
                  pass to Total Peaking until such reconciliation has
                  been completed.
   
8.    OPERATIONAL FLOW ORDERS (OFOs)
   
      8.1   Total Peaking will have the right to issue an OFO to any Customer
            directing Customer to adjust receipts or deliveries, as the case
            may be, when, in Total Peaking's sole judgment, it is required to
            alleviate conditions which threaten the Facilities's integrity,
            safety or service or to ensure compliance with the provisions
            contained in this Tariff.  During the conditions which threaten
            the Facilities's integrity, safety or service, an OFO will not be
            issued to protect interruptible service.  Before issuing an OFO,
            Total Peaking will attempt to remedy those operating conditions
            through requests for voluntary action provided, however, exigent
            circumstances may exist which require immediate issuance of an OFO.


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1st Revised Sheet No. 66 : Effective

Superseding: Original Sheet No. 66

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
8.    OPERATIONAL FLOW ORDERS (OFOs) (Continued)
   
            Examples of conditions which may cause OFOs to be issued include,
            but are not be limited to:
   
            (a)   Failure of Customer's Truck(s) to arrive on the
                  schedule date;
   
            (b)   Unscheduled plant or downstream pipeline maintenance
                  and repairs affecting capacity;
   
            (c)   Non-compliance with curtailment orders where such
                  non-compliance threatens the integrity of Total
                  Peaking's Facilities;
   
            (d)   Failure to deliver LNG or Regasified LNG in
                  accordance with the delivery schedule where such
                  failure interferes with Total Peaking's ability to
                  provide scheduled service.
   
            (e)   The release of capacity under Section 23; or
   
            (f)   The recall of capacity under Section 23.12(e).
   
            If Customer fails to so remove Quantities of Gas as directed,
            then Total Peaking may, at its option, take title to such
            Quantities free and clear of any adverse claims, in which case
            Customer shall indemnify Total Peaking and hold it harmless from
            all costs, damages, and liabilities arising out of the failure of
            the Customer to remove such Quantities and the disposal of such
            Quantities by Total Peaking, including storage charges under the
            applicable rate schedule.  Total Peaking shall be permitted to
            sell the Quantities to which it takes title in accordance with
            this Section 8 and to retain the proceeds from such sale;
            provided, however, in the event that, notwithstanding its
            exercise of due diligence, Customer is inhibited by Total Peaking
            from so withdrawing its Quantities of Gas, Total Peaking shall
            pay to Customer any net proceeds from Total Peaking's sale of
            such Quantities.


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First Revised No. 67 : Effective

Superseding: Original Sheet No. 67

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
8.    OPERATIONAL FLOW ORDERS (OFOs) (Continued)
   
      8.2   An OFO may be issued on a contract basis or on all or a portion
            of Total Peaking's Facilities.  Ordinarily, an OFO issued by
            10:00 a.m. on a Gas Day will be effective at the beginning of the
            following Gas Day.  When operating conditions threaten the
            Facilities' integrity, three hours notice, or lesser notice if
            necessary, may be given.  An OFO may be issued for a specific
            period of time or until further notice is given.
   
      8.3   Nothing shall limit Total Peaking's right to take action as may
            be required to physically adjust actual receipts and actual
            deliveries of Gas in order to alleviate conditions which threaten
            the integrity of its Facilities.
   
      8.4   Situation Reports, Notices and Indemnity
   
            (a)   Total Peaking shall use reasonable efforts to
                  provide Customer with such notice of OFOs as is
                  reasonable under then existing conditions, and shall
                  in any event confirm the notice by telephone and
                  facsimile transmission.  Such notice shall be
                  provided to the person, including any agent,
                  designated by the Customer, to submit or confirm
                  nominations.
   
            (b)   Total Peaking will publish all notices of implementation
                  of an OFO and all provisions of an OFO on Total Peaking's
                  IWS as expeditiously as possible.  Upon termination of an
                  OFO, Total Peaking will post on Total Peaking's IWS relevant
                  information specific to the individual situation regarding
                  the issuance and lifting of the particular OFO.
   
            (c)   Customer shall indemnify Total Peaking from and
                  against any and all losses, damages, expenses,
                  claims, suits, actions, and proceedings whatsoever
                  threatened, incurred, or initiated as a result of
                  Total Peaking's performance hereunder, except to the
                  extent such loss, damage, expense, claim, suit,
                  action of proceeding is the result of Total
                  Peaking's negligence, bad faith or willful
                  misconduct.


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Original Sheet No. 68 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
9.    MISCELLANEOUS SALES
   
      After the effective date of this Tariff, Total Peaking may from time-
      to-time sell LNG or Regasified LNG as required to dispose of that which
      it is permitted to retain pursuant to these General Terms and
      Conditions.  The point of sale for such sales shall be negotiable.  The
      purchaser shall be responsible for any necessary transportation of the
      LNG or Regasified LNG from the point of sale.
   
10.   QUALITY
   
      10.1  The natural gas or LNG to be received hereunder for storage
            service shall be merchantable and shall have in its gaseous
            state: 
   
            (a)   A Gross Heating Value of not less than nine hundred
                  fifty (950) Btu and not more than one thousand two
                  hundred (1,200) Btu per standard cubic foot;
   
            (b)   Constituent elements varying within the following
                  percentage limits (in molecular percentage):
   
                  Nitrogen                between 0.00 and 1.40
   
                  Methane                 between 84.55 and 100.00
   
                  Ethane                  between 0.00 and 9.20
   
                  Propane                 between 0.00 and 3.25
   
                  Isobutane               between 0.00 and 0.60
   
                  Normal butane           between 0.00 and 0.75
   
                  Pentanes Plus           between 0.00 and 0.25
   
            (c)   A hydrogen sulfide content not to exceed 0.50 parts
                  per million in volume;
   
            (d)   A total sulfur content of not more than 30 mg/Nm3;
   
            (e)   A mercaptan sulfur content not exceeding 2.30 mg/Nm3;
   
            (f)   No water, carbon dioxide or mercury;


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Original Sheet No. 69 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
10.   QUALITY (Continued)
   
            (g)   No active bacteria or bacterial agent, including but
                  not limited to, sulphate reducing bacteria or acid
                  producing bacteria; and
   
            (h)   No hazardous or toxic substances.
   
            Total Peaking shall not be obligated to receive any LNG that does
            not meet these standards. 
   
      10.3  Customer shall indemnify Total Peaking from any loss, cost,
            damage, or expense incurred by Total Peaking as a direct or
            indirect result of Customer's failure to comply with the
            provisions of this Section 10, except to the extent such loss,
            damage, expense, claim, suit, action or proceeding is the result
            of Total Peaking's negligence, bad faith or willful misconduct or
            is the direct result of Total Peaking's deliberate decision to
            take Customer's nonconforming natural gas or LNG.
   
11.   MEASUREMENT
   
      11.1  Measurement of Natural Gas Received from Customer's Transporter
   
            Unless otherwise agreed upon by the parties, Customer shall cause
            the measurement of the quantities of natural gas received by
            Total Peaking to be performed by the Transporter delivering such
            gas at the Point of Delivery (Gas) in accordance with such
            Transporter's normal practices for measurement and testing of
            measuring equipment.  Customer shall seek to assure the
            maintenance, or testing of the equipment used to measure the
            quantities redelivered by Total Peaking and shall cooperate with
            any requests of Total Peaking to do so.


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Original Sheet No. 70 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
11.   MEASUREMENT (Continued)
   
      11.2  Measurement of Quantity of LNG Received from, or Delivered to,
            Customer's Truck(s)
   
            (a)   Customer's Truck(s) shall be weighed immediately
                  before and immediately after loading or unloading,
                  as the case may be.  The difference in the two
                  weights expressed in pounds shall constitute the
                  weight of LNG received or delivered.  Customer's
                  Truck(s) shall be weighed using scales installed,
                  maintained, operated and verified in accordance with
                  the regulations of the Connecticut Bureau of Weights
                  and Measures.
   
            (b)   The total Quantity received or delivered each Day
                  shall be the product of the average Dt's per pound
                  of LNG determined for each truckload during the Day
                  in accordance with Section 5 and the weight of LNG
                  received or delivered during that Day.
   
      11.3  Measurement and Tests for Delivery of Regasified LNG
   
            Unless otherwise agreed upon by the parties, Customer shall cause
            the measurement of the quantities of Regasified LNG delivered by
            Total Peaking to be performed by the Transporter receiving such
            Regasified LNG at the Point of Delivery in accordance with such
            transporter's normal practices for measurement and testing of
            measuring equipment.  Customer shall seek to assure the
            maintenance, or testing of the equipment used to measure the
            quantities redelivered by Total Peaking and shall cooperate with
            any requests of Total Peaking to do so.


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Original Sheet No. 71 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
11.   MEASUREMENT (Continued)
   
      11.4  Failure of Meters
   
            In the event a meter is out of service, or registering
            inaccurately, the volume of LNG received or delivered hereunder
            shall be estimated:
   
            (a)   By using the registration of any check meter or
                  meters if installed and accurately registering, or
                  in the absence thereof;
   
            (b)   By correcting the error, if such error is
                  ascertainable by calibration, test or mathematical
                  calculation; or
   
            (c)   In the absence of both (a) and (b) then by
                  estimating the quantity of delivery by mutually
                  agreed method.
   
      11.5  Test of Meters
   
            The accuracy of any measuring equipment for LNG and Regasified
            LNG, other than recording calorimeters, installed by either party
            shall be verified at reasonable intervals by the installing party
            upon notice given to the other party.  Either party shall notify
            the other when it desires a special test of any measuring
            equipment other than recording calorimeters installed by either
            party, and the parties shall thereupon cooperate to secure a
            prompt verification of the accuracy of such equipment; provided
            that no party shall be required to verify the accuracy of its
            equipment more frequently than once in any fourteen (14) day
            period.  Recording calorimeters shall be verified by the
            installing party not less than once per day at approximately the
            same hour each day while in use, and if requested, in the
            presence of representatives of the other party.


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Original Sheet No. 72 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
11.   MEASUREMENT (Continued)
   
      11.6  Correction of Errors of Meters
   
            If, upon test, any measuring equipment for measuring LNG and
            Regasified LNG, including recording calorimeter, is found to be
            in error by not more than two percent (2%), previous recordings
            of such equipment shall be considered accurate in computing
            deliveries hereunder but such equipment shall be adjusted at once
            to record correctly.  If, upon test, measuring equipment shall be
            found to be inaccurate by an amount exceeding two percent (2%) at
            a recording corresponding to the average hourly rate of flow
            while recording for the period since the last preceding test, or
            if, upon test, a recording calorimeter shall be found to be
            inaccurate by an amount exceeding two percent (2%), any previous
            recordings of such equipment shall be corrected to zero error for
            any period which is definitely known or agreed upon by any Buyer
            affected or otherwise correction shall be made for a period equal
            to one-half of the time elapsed since the date of last test, not
            to exceed a correction period of sixteen (16) Days.
   
      11.7  Preservation of Records
   
            Each party shall preserve for a period of at least three (3)
            years all test data, charts, and other similar records relating
            to the equipment referred to in the preceding paragraphs of this
            Section 11.


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Original Sheet No. 73 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
12.   BILLING
   
      12.1  Invoice.  Not later than the ninth (9th) Business Day of each
            month, Total Peaking shall provide Customer (including a
            Replacement Customer) an invoice and any required backup data
            (which may be transmitted by fax) setting forth (i) the charges
            due for the current month; (ii) the total quantity of gas, stated
            in dekatherms, received from and delivered to Customer hereunder
            during the preceding month(s), with applicable Point(s) of
            Receipt and Point(s) of Delivery properly identified, and the
            amount due therefor; and if applicable (iii) the amount of
            Customer's gas in storage as of the close of the preceding month
            and information sufficient to explain and support any adjustments
            made by Total Peaking in determining the amount billed.  If
            actual quantities are not available by the ninth (9th) Business
            Day of the month, Total Peaking may invoice based on best
            available data subject to adjustment to actuals at a later date.
            Quantities at points where OBAs exist shall be invoiced based on
            scheduled quantities.
   
      12.2  Application of Payments for Released Capacity.  Payments to Total
            Peaking by a Replacement Customer for released capacity shall be
            applied as follows:  (i) Total Peaking shall retain amounts equal
            to the Releasing Customer's usage charges; (ii) Total Peaking
            will credit the balance to Demand Charges due from the
            Replacement Customer; and (iii) Total Peaking shall remit the
            remaining balance, if any, or shall charge any balance due, to
            the Releasing Customer, provided that the Releasing Customer is
            only liable to the extent of its Demand Charges.  Total Peaking
            is not obligated to the Releasing Customer for any payments not
            received from the Replacement Customer.
   
      12.3  Payment.  Customer shall pay Total Peaking by wire transfer the
            full amount reflected on the invoice within ten (10) days of its
            receipt of same.  If the tenth (10th) Day shall fall upon a
            weekend or legal holiday, then such payment shall be made on the
            last regular Business Day prior to such tenth (10th) Day.
            Customer making payment shall submit supporting documentation;
            Total Peaking receiving payment shall apply payment per
            supporting documentation provided by Customer; and if payment
            differs from invoiced amount, remittance detail shall be provided
            with the payment.


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Original Sheet No. 74 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
12.   BILLING (Continued)
   
      12.4  Late Payments.  Should Customer fail to make timely payment of
            part or all of the amount of any bill, payment, when made, either
            partly or all, shall be deemed a late payment and Total Peaking
            shall charge interest from the due date of payment until the
            actual date of payment at an annual interest rate equal to two
            percent (2%) above the prime rate published under "Money Rates"
            by the Wall Street Journal, or the maximum legal rate, whichever
            is lesser, prorated for the number of days that the payment was
            late.
   
            Total Peaking shall bill Customer for any interest due under this
            subsection in its next billing for gas service, and Customer
            shall pay such amount in accordance with Subsection 12.3 above.
            Notwithstanding the foregoing provisions of this subsection,
            where a Customer fails to make timely payments three times during
            any twelve-month period, the applicable interest rate for
            subsequent late payments during such twelve month period shall be
            twice the sum of the current national prime interest rate plus 1-
            1/2 percent, but not in excess of the maximum lawful rate.  Total
            Peaking may waive the interest on a late payment made within five
            days of the due date where Customer has diligently paid its prior
            bills on time, and lateness in payment is of a nonrecurring
            nature.
   
            Should Customer fail to pay the bill for thirty days after
            payment is due, Total Peaking shall provide notice to Customer
            that its payment is in arrears.  If payment is not made or
            guaranty provided within 60 days after receipt of such notice,
            service will be suspended until payment is made or security
            provided.  If payment is not made or security furnished, then
            termination of service may be sought, including FERC abandonment
            authorization.


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Original Sheet No. 75 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
12.   BILLING (Continued)
   
      12.5  Billing Error.  If an error is discovered in any billing, such
            error shall be adjusted within 30 days of the determination
            thereof.  If a dispute arises as to the amount payable in any
            invoice rendered hereunder, Customer shall nevertheless pay when
            due the amount not in dispute under such invoice.  Such payment
            shall not be deemed to be a waiver of the right by Customer to
            recoup any overpayment, nor shall acceptance of any payment be
            deemed to be a waiver by Total Peaking of any underpayment.  In
            the event Customer fails to forward the entire undisputed amount
            due to Total Peaking when same is due, interest on the unpaid
            portion shall accrue at a rate equal to two percent (2%) above
            the prime rate published under "Money Rates" by the Wall Street
            Journal, from time to time, or the maximum legal rate, whichever
            is the lesser, compounded daily from the date such payment is due
            until the same is paid.  If Customer's failure to pay the
            undisputed portion of any invoice rendered hereunder continues
            beyond thirty (30) days after the due date of such invoice, then
            Total Peaking, in addition to all other legal remedies available
            to it, shall have the right and option to suspend further
            deliveries of gas until such default shall have been cured.  If
            Customer's failure to pay the undisputed portion of any invoice
            rendered hereunder continues beyond sixty (60) days after the due
            date of such invoice, then Total Peaking, in addition to all
            other legal remedies available to it, shall seek authorization to
            terminate service hereunder.
   
      12.6  Billing Disputes.  If Customer withholds payment of any disputed
            amount as authorized herein, Customer shall within ten (10) days
            after the due date of the disputed invoice submit to Total
            Peaking a written explanation of the dispute and any available
            supporting documentation.  The parties shall then cooperate in
            good faith to resolve such dispute as expeditiously as possible,
            and the portion, if any, of such disputed amount eventually
            determined to be due shall bear interest at the rate stated in
            Section 12.5 above from the original due date until the date
            actually paid.


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Original Sheet No. 76 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
12.   BILLING (Continued)
   
      12.7  Right to Audit.  Both Total Peaking and Customer shall have the
            right at their own expense to examine and audit at any reasonable
            time the books, records (including measurement, billing and
            payment) and charts of the other to the extent necessary to
            verify the accuracy of any statements or charges made under or
            pursuant to any of the provisions of Customer's service
            agreement.  Upon request, Customer shall also make available to
            Total Peaking for audit purposes any relevant records of the
            Transporters to which Customer has access.  A formal audit of
            accounts shall not be made more often than once each Contract
            Year.  Any inaccuracy will be promptly corrected when discovered;
            provided, however, that neither Total Peaking nor Customer shall
            be required to maintain books, records or charts for a period of
            more than two (2) Contract Years following the end of the
            Contract Year to which they are applicable.  Neither Total
            Peaking nor Customer shall have any right to question or contest
            any charge or credit if the matter is not called to the attention
            of the other in writing within two (2) years after the end of the
            Contract Year in question.
   
13.   TAXES
   
      If at any time Total Peaking is required to remit any taxes assessed on
      the gas pursuant to Customer's service agreement, then Total Peaking
      shall have the right to collect from Customer such taxes, including any
      penalties and interest.  Customer agrees to reimburse Total Peaking for
      the taxes assessed on the gas, including any penalties and interest,
      within fifteen (15) days of the date of invoice from Total Peaking.
      Customer recognizes that Total Peaking may be required to file federal
      and state tax returns, and Customer agrees to furnish Total Peaking
      with adequate information pertaining to the taxation on the gas.
   
14.   INSURANCE
   
      Customer shall be responsible for providing its own insurance coverage
      with respect to its gas in the Total Peaking LNG facilities.


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Original Sheet No. 77 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
15.   TITLE AND RISK OF LOSS
   
      15.1  As between Customer and Total Peaking:  Customer shall be in
            control and possession of the gas prior to delivery to Total
            Peaking for storage or injection at the Point(s) of Receipt
            located at Total Peaking's facility and after redelivery by Total
            Peaking to Customer at the Point(s) of Delivery located at Total
            Peaking's facility, and shall indemnify and hold Total Peaking
            harmless from any damage or injury caused thereby.  Total Peaking
            shall be in control and possession of the gas after the receipt
            of the same at the Point(s) of Receipt and until redelivery by
            Total Peaking to Customer at the Point(s) of Delivery, and shall
            indemnify and hold Customer harmless from any damage or injury
            caused thereby, except for damages and injuries caused by the
            sole negligence of Customer.  The risk of loss for all gas
            injected into, stored in and withdrawn from storage shall remain
            with Customer, and Total Peaking shall not be liable to Customer
            for any loss of gas, except as may be occasioned due to the
            intentional or negligent acts or omissions by Total Peaking.  Any
            losses of gas, unless due to the intentional or negligent act or
            omissions of Total Peaking, shall be shared proportionally by all
            Customers.
   
      15.2  Customer warrants for itself, its successors, and assigns, that
            it, or a third party on whose behalf Customer is acting,  will at
            the time of delivery to Total Peaking for service hereunder have
            good and marketable title to all gas delivered free and clear of
            all liens, encumbrances and claims whatsoever.  Customer shall
            indemnify Total Peaking and save it harmless from suits, actions,
            debts, accounts, damages, costs, losses and expenses arising from
            or out of adverse claims of any or all persons to said gas,
            including claims for any royalties, taxes, license fees or
            charges applicable to such gas or to the delivery thereof to
            Total Peaking for service hereunder.


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Original Sheet No. 78 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
16.   FORCE MAJEURE
   
      16.1  Definition of Force Majeure
   
            The term force majeure as employed herein shall mean acts of God,
            strikes, lockouts or other industrial disturbances, acts of the
            public enemy or terrorists, wars, blockades, insurrections,
            riots, epidemics, landslides, lightning, earthquakes, fires,
            storms, floods, washouts, arrests, the order of any court or
            government authority having jurisdiction while the same is in
            force and effect, civil disturbances, explosions, breakage,
            accidents to machinery or lines of pipe, freezing of or damage to
            receipt or delivery facilities, National Weather Service warnings
            or advisories, whether official or unofficial, that result in the
            evacuation of facilities, inability to obtain or unavoidable
            delay in obtaining labor material, permits or equipment,
            vandalism and any other cause whether of the kind herein
            enumerated or otherwise, not reasonably within the control of the
            party claiming suspension and which by the exercise of due
            diligence such party is unable to prevent or overcome.
   
            In the event of either party being rendered unable, wholly or in
            part, by reason of an event of force majeure to carry out its
            obligations other than (1) the obligation of Customer to pay
            monthly demand charges to Total Peaking and (ii) the obligation
            to make payment of amounts accrued and due at the time thereof,
            it is agreed that on such party's giving notice and full
            particulars of such force majeure in writing or by telecopy to
            the other party within seventy-two (72) hours after the
            occurrence of the cause relied on, the obligations of both
            parties, so far as they are affected by such force majeure, shall
            be suspended during the continuance of any inability so caused,
            but for no longer period, and such cause shall so far as possible
            be remedied with all reasonable dispatch.
   
            Neither party shall be liable in damages to the other for any
            act, omission or circumstance occasioned by, or in consequence
            of, force majeure or operating conditions, as herein defined.


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Original Sheet No. 79 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
16.   FORCE MAJEURE (Continued)
   
      16.1  Definition of Force Majeure (Continued)
   
            Such causes or contingencies affecting the performance by either
            party, however, shall not relieve it of liability unless such
            party shall give notice and full particulars of such cause or
            contingency in writing or by telecopy to the other party within
            a reasonable time after the occurrence relied upon, nor shall
            such causes or contingencies affecting the performance by either
            party relieve it of liability in the event of its failure to use
            due diligence to remedy the situation and remove the cause with
            all reasonable dispatch, provided that the resolution of strikes,
            lockouts or other labor disputes shall be within the sole
            discretion of the party involved therein.  Such causes or
            contingencies affecting the performance of either party shall not
            relieve Customer from (i) its obligation to make payments of
            monthly demand charges except to the extent that such causes or
            contingencies are caused by Total Peaking's negligence or willful
            misconduct, and (ii) its obligation to make payment of amounts
            accrued and due at the time thereof.
   
      16.2  Daily Interruption or Allocation of Services Due to Force Majeure
   
            (a)   If, due to an event of force majeure, Total Peaking
                  is unable to receive, liquefy, vaporize or redeliver
                  gas tendered by Customers for firm contract storage
                  service, then Total Peaking, upon providing as much
                  notice as possible under all of the circumstances,
                  shall order reduction of Customers' firm contract
                  storage, as well as applicable liquefaction,
                  vaporization, injection, or withdrawal entitlements
                  on a pro rata basis based on firm contract
                  entitlements to the extent necessary depending upon
                  the type and location of the occurrence, in
                  accordance with this Tariff.
   
            (b)   Notice provided by Total Peaking to Customer of such
                  reduced contract quantity entitlement shall be by
                  telephone or telecopy.  Such notice shall be
                  confirmed in writing as soon as reasonably possible.


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Original Sheet No. 80 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
17.   POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
   
      17.1. Points of Receipt.
   
            (a)   The Point of Receipt for Customer's tender of gas
                  for liquefaction ["Point of Receipt (Gas)"] shall be
                  at the point of connection between Total Peaking and
                  Iroquois Gas Transmission System ("Iroquois") at
                  Iroquois' Meter Station No. 13, near Milford,
                  Connecticut.
   
            (b)   The Point of Receipt for Customer's tender of LNG
                  ["Point of Receipt (LNG")] shall be the
                  loading/unloading area adjacent to Total Peaking's
                  storage tank near Milford, Connecticut.
   
      17.2  Points of Delivery.
   
            (a)   The Point of Delivery for Total Peaking's tender of
                  Regasified LNG ["Point of Delivery (Gas)"] shall be
                  the outlet of the vaporization unit at Total
                  Peaking's facilities near Milford, Connecticut.
   
            (b)   The Point of Delivery for Total Peaking's tender of
                  LNG ["Point of Delivery (LNG)"] shall be the
                  loading/unloading area adjacent to Total Peaking's
                  storage tank near Milford, Connecticut.
   
   
18.   PRESSURES
   
      18.1  Deliveries of natural gas to Total Peaking at the Point of
            Receipt shall be made at sufficient pressures to enter Total
            Peaking's system but in no event shall Total Peaking be obligated
            to receive such deliveries at pressures higher than 1,440 psig.
   
      18.2  Total Peaking shall deliver natural gas to Customer or Customer's
            transporter at sufficient pressures at the Point of Delivery to
            enter the downstream transporter's system but in no event shall
            Total Peaking be obligated to make such deliveries at pressures
            greater than 199 psig.


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Second Revised Sheet No. 81 : Effective

Superseding: Sub 1st Revised Sheet No. 81

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
18.   PRESSURES (Continued)
   
      18.3  Natural gas delivered by Total Peaking to Customer or Customer's
            transporter in the liquid phase shall be at the pressure
            developed by the force of gravity on the liquid head contained in
            Total Peaking's storage tank or at the pressure developed by
            auxiliary equipment that may be in operation at the time of
            delivery.
   
19.   NOTICES
   
      Any notice, request, demand, or statement, provided for in Customer's
      service agreement, except as otherwise herein provided, may be posted
      on Total Peaking's IWS, given in writing, delivered in person or by
      United States Mail, to the parties hereto at the addresses shown below
      or at such other addresses as may hereafter be furnished to the other
      party in writing:
   
      Customer:               INVOICES, NOTICES, AND CORRESPONDENCE
   
      Total Peaking:          CORRESPONDENCE AND NOTICES
                              Total Peaking Services, L.L.C.
                              775 Oronoque Road
                              Milford, Connecticut  06460
   
                              Attention:  Robert A. Cables
   
                              Payments Shall Be Made By Wire Transfer To:
   
                              Total Peaking Services, L.L.C.
                                    Bank:  Fleet Bank, Hartford, CT.
                              Account No.  9428440737
                              ABA Ref. No. 011 500 010
   
                              STATEMENTS
                              Total Peaking Services, L.L.C.
   
   
      Any notice initially delivered by fax shall be confirmed by regular
      mail within one (1) week after transmission of the fax.


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Second Revised Sheet No. 82 : Effective

Superseding: First Revised Sheet No. 82

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
20.   MAXIMUM DAILY VOLUMES
   
      20.1  Total Peaking shall endeavor to liquefy, vaporize, inject, 
            and withdraw on any day as much of each firm Customer's
         nomination for such day as plant operating conditions
         permit.  If, however, on any day, the total of all firm
            Customers' nominations exceed the liquefaction,
            vaporization, injection, or withdrawal capacity of the
         plant,1:39 PM 12/19/00 then the nominations will be
         allocated based on each firm Customer's proportionate
         share of the total applicable capacity, but each firm
         Customer shall not be allocated less than its Maximum
         Daily Liquefaction Volume, Maximum Daily Vaporization
         Volume, Maximum Daily Injection Volume, or Maximum Daily
         Withdrawal Volume, unless caused by a force majeure event
         as provided in Section 16 of the General Terms and
         Conditions.
   
      20.2  Total Peaking shall be obligated to accept gas for
            liquefaction in accordance with the above procedure only
         when Customer's Storage Volume is less than Customer's
         Maximum Contract Storage Capacity.
   
21.   PENALTIES
   
      RESERVED
   
22.   FUEL REIMBURSEMENT
   
      22.1  Categories of Fuel Usage.  The two general categories of
            fuel usage are:  (1) Direct Fuel Usage, consisting of (a)
         compression fuel, (b) dehydration fuel, and (c) line
         heating fuel; and (2)Indirect Fuel Usage, consisting of
         fuel that is consumed on site to (a) generate electricity,
            (b) heat facility (if any), and (c) lost and unaccounted
         for volumes to the extent required for the operation and
            maintenance of Total Peaking's gas storage facilities.
   
      22.2  Fuel Reimbursement.  Fuel Reimbursement shall be calculated
            separately for each service.  Each Fuel Reimbursement
         charge shall be negotiated by Total Peaking and Customer
         such that reimbursement of fuel may be paid in kind as set
         forth in Customer's service agreement(s).


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2nd Revised Sheet No. 82 : Effective

Superseding: First Revised Sheet No. 82

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
20.   MAXIMUM DAILY VOLUMES
   
      20.1  Total Peaking shall endeavor to liquefy, vaporize, inject,
               and withdraw on any day as much of each firm Customer's nomination for
               such day as plant operating conditions permit.  If, however, on any
              day, the total of all firm Customers' nominations exceed the liquefaction,
              vaporization, injection, or withdrawal capacity of the plant, then the
              nominations will be allocated based on each firm Customer's proportionate
              share of the total applicable capacity, but each firm Customer shall not be
              allocated less than its Maximum Daily Liquefaction Volume, Maximum Daily
              Vaporization Volume, Maximum Daily Injection Volume, or Maximum Daily
              Withdrawal Volume, unless caused by a force majeure event as provided
             in Section 16 of the General Terms and Conditions.
   
      20.2  Total Peaking shall be obligated to accept gas for liquefaction in accordance
               with the above procedure only when Customer's Storage Volume is less than
               Customer's Maximum Contract Storage Capacity.
   
21.   PENALTIES
   
      RESERVED
   
22.   FUEL REIMBURSEMENT
   
      22.1  Categories of Fuel Usage.  The two general categories of fuel
              usage are:  (1) Direct Fuel Usage, consisting of (a)
              compression fuel, (b) dehydration fuel, and (c) line heating
              fuel; and (2)Indirect Fuel Usage, consisting of fuel that is
              consumed on site to (a) generate electricity, (b) heat facility
              (if any), and (c) lost and unaccounted for volumes to the extent
              required for the operation and maintenance of Total Peaking's gas
              storage facilities.
   
      22.2  Fuel Reimbursement.  Fuel Reimbursement shall be calculated
              separately for each service.  Each Fuel Reimbursement
              charge shall be negotiated by Total Peaking and Customer
              such that reimbursement of fuel may be paid in kind as set
              forth in Customer's service agreement(s).


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1st Revised Sheet No. 83 : Effective

Superseding: Original Sheet No. 83

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE
   
      Any Customer under Rate Schedule LSV or LNG may seek to release for
      assignment to others any or all of its firm service entitlements,
      subject to the following terms and conditions:
   
      23.1  Notice of Offer.  A Customer offering to release firm service
            entitlements shall furnish written notice to Total Peaking, or
            via the IWS as specified by Total Peaking, of the terms of its
            offer.  The Customer may propose a prearranged designated
            Replacement Customer to which the capacity would be released.
            Offers shall be binding until written or electronic notice of
            withdrawal is received by Total Peaking prior to the close of the
            applicable bid period; provided, however, such withdrawal shall
            only be valid if such Customer has an unanticipated requirement
            for such capacity and no minimum bid has been made.  The notice
            must contain the reason for withdrawal which Total Peaking shall
            post on its IWS.  The offer shall contain the following minimum
            information:
   
            (a)   Customer's legal name and the name/title of
                  individual who has authorized the offer to release.
   
            (b)   Total Peaking's service agreement number.
   
            (c)   A description of the capacity to be released and
                  assigned.  The notice must state the portion of the
                  Maximum Contract Storage Capacity, the Maximum Daily
                  Liquefaction Volume, and the Maximum Daily
                  Withdrawal Volume and the associated Point(s) of
                  Receipt and Point(s) of Delivery, subject to the
                  proposed release and assignment.  Release Quantity
                  shall be expressed as a numeric quantity only.
   
            (d)   The proposed effective date and term of the release
                  and assignment.
   
            (e)   The identity of any pre-arranged designated
                  Replacement Customer and the full terms of such pre-
                  arranged release.
   
            (f)   The method to be applied in evaluating bids,
                  allocating capacity and breaking ties, as described
                  below.


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First Revised Sheet No. 84 : Effective

Superseding: Original Sheet No. 84

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.1  Notice of Offer (Continued)
   
            (g)   whether, to what extent, and the conditions pursuant
                  to which capacity will be subject to recall.
   
            (h)   whether contingent bids that extend beyond the bid
                  period may be submitted, how to evaluate and
                  prioritize such bids against non-contingent bids,
                  and whether the terms and conditions under which,
                  and/or for what time period, the next highest bidder
                  will be obligated to acquire the capacity should the
                  winning contingent bidder withdraw its bid.
   
            (i)   any extensions of the minimum posting/bid periods.
   
            (j)   whether Releasing Customer desires to utilize the
                  option for Biddable releases described in Section
                  23.3 below and any minimum terms applicable thereto.
                  and
   
            (k)   other special terms and conditions Customer imposes
                  on the release of its capacity, including, but not
                  limited to, minimum rates, term and quantity.
   
            (l)   whether Releasing Customer elects to specify dollars
                  and cents or percents of maximum contract rate in
                  the denomination of bids.  Once the choice is made,
                  the bids shall comport with the choice.
   
            (m)   for purposes of bidding and awarding, maximum/
                  minimum rates shall include the contract reservation
                  rate and all demand surcharges, as a total number or
                  as stated separately.


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First Revised Sheet No. 85 : Effective

Superseding: Original Sheet No. 85

                    GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.2  Posting and Bidding Timeline.
   
            (a) General.  For the Capacity Release business process timing
            model, only the following methodologies shall be supported by
            Total Peaking and provided to Releasing Customers as choices
            from which they may select and, once chosen, shall be used in
            determining the awards from the bid(s) submitted.  They are:
            1) highest rated, 2) net revenue, and 3) present value.  Other
            choices of bid evaluation methodology (including other Releasing
            Customer defined evaluation methodologies) can be accorded similar
            timeline evaluation treatment at Total Peaking's discretion.
            However, Total Peaking is not required to offer other choices
            or similar timeline evaluation treatment for other choices, nor,
            is Total Peaking held to the timeline should the Releasing
            Customers elect another method of evaluation.  The Capacity
            Release timeline is applicable to all parties involved in the
            Capacity Release process; however, it is, only applicable if (i)
            all information provided by the parties to the transaction is
            valid and the Replacement Customer has been determined to be
            credit worthy before the capacity release bid is tendered and
            (ii) there are no special terms or conditions of the release.
            Total Peaking will comply with the Capacity Release timeline
            established by the North American Energy Standards Board as
            follows:
   
            (b) NAESB Standard Timeline.  NAESB Standard 5.3.1 (Version 1.6)
            states: The Capacity Release timeline is applicable to all parties
            involved in the Capacity Release process; however, it is only
            applicable if 1) all information provided by the parties to the
            transaction is valid and the acquiring shipper has been determined
            to be creditworthy before the capacity release bid is tendered and
            2) there are no special terms or conditions of the release.
   
        (c) Bidding Periods.  For releases, NAESB Standard 5.3.2 (Version 1.6)
            provides the following Bidding Periods:
   
            For biddable releases (less than 1 year):
            -  offers should be tendered by 12:00 P.M. on a Business Day;
            -  open season ends no later than 1:00 P.M. on a Business Day
               (evaluation period begins at 1:00 P.M. during which contingency
               is eliminated, determination of best bid is made, and ties are
               broken);


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Original Sheet No. 85A : Effective

            -  evaluation period ends and award posting if no match required
               at 2:00 P.M.;
            -  match or award is communicated by 2:00 P.M.;
            -  match response by 2:30 P.M.;
            -  where match required, award posting by 3:00 P.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract.(Central Clock Time).
   
            For biddable releases (1 year or more):
            -  offers should be tendered by 12:00 P.M. four Business Days
               before award;
            -  open season ends no later than 1:00 P.M. on the Business Day
               before timely nominations are due (open season is three Business
               Days);
            -  evaluation period begins at 1:00 P.M. during which contingency
               is eliminated, determination of best bid is made, and ties are
               broken;
            -  evaluation period ends and award posting if no match required
               at 2:00 P.M.;
            -  match or award is communicated by 2:00 P.M.;
            -  match response by 2:30 P.M.;
            -  where match required, award posting by 3:00 P.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract. (Central Clock Time).
   
            For non-biddable releases:
            Timely Cycle
            -  posting of prearranged deals not subject to bid are due by
               10:30 A.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract. (Central Clock Time).
   
            Evening Cycle
            -  posting of prearranged deals not subject to bid are due by
               5:00 P.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract.    (Central Clock Time).


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Original Sheet No. 85B : Effective

            Intraday 1 Cycle
            -  posting of prearranged deals not subject to bid are due by
               9:00 A.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract.(Central Clock Time).
   
            Intraday 2 Cycle
            -  posting of prearranged deals not subject to bid are due by
               4:00 P.M.;
            -  contract issued within one hour of award posting (with a new
               contract number, when applicable); nomination possible
               beginning at the next available nomination cycle for the
               effective date of the contract. (Central Clock Time).
   
            (d) Posting of offers and bids.  Total Peaking shall post offers and
            bids, including pre-arranged deals, upon receipt, unless Releasing
            Customer requests otherwise.  If a Releasing Customer requests a
            posting time, Total Peaking shall support such request insofar as
            it comports with the standard timeline.  A Releasing Customer
            cannot specify an extension of the original bid period or the
            pre-arranged deal match period,without posting a new release.
   
      23.3  Pre-arranged Releases.  Customer may designate an entity (a
            prearranged designated Replacement Customer) to which it has
            agreed to release the capacity upon specified terms and
            conditions.  Customer's offer to release under such a pre-
            arranged transaction shall be subject to the prior posting and
            bidding procedures described in Section 23.2,  herein, with the
            pre-arranged designated Replacement Customer being given a
            right to match the best bid submitted during the bid
            period; provided, however, if a pre-arranged transaction 
            with a designated Replacement Customer is for a period of


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Second Revised Sheet No. 86 : Effective

Superseding: Substitute First Revised Sheet No. 86

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.3  Pre-arranged Releases.  (Continued)
   
            31 days or less, the Releasing Customer shall provide notice to
            Total Peaking in accordance with this section and may implement
            the release without complying with such prior posting and bidding
            procedures.  Customers proposing Capacity Release of 32 to 364
            days still must follow the bidding procedures contained herein.
            Notice of such exempted releases shall be posted on the IWS in
            accordance with Section 23.2 herein.
   
      23.4  Posting.  Following receipt of a notice of offer to release
            capacity which satisfies the requirements set forth in this
            section, Total Peaking will post such information on its IWS in
            accordance with the timeline set forth in section 23.2 herein,
            which posting will include: (1) the details of any offer to release
            capacity, i.e. quantity, time period, receipt and delivery points,
            restrictions and conditions associated with the offer; (2) details
            of all bids for the capacity; (3) details of the bid that was
            awarded, and (4) any withdrawals of offers or bids.  Total Peaking
            shall also post offers to purchase capacity from those who desire
            current Customers to release capacity upon receipt of the applicable
            information as set forth in this section.
   
      23.5  Bidding and Selection of Replacement Customer.  All bids must
            contain the applicable information required in this section and
            must also be accompanied by a Request for Service in the form set
            forth at Section 3 of the General Terms and Conditions of this
            FERC Gas Tariff.  If Releasing Customer desires to solicit bids
            for releases of 31 days or less, it may direct Total Peaking to
            post notice of the availability of such capacity and, in lieu of
            permitting bids during the otherwise applicable posting period,
            award the capacity to the bidder which submits first in time a
            valid bid meeting any minimum terms specified by the Releasing
            Customer.  A bidder may not have more than one eligible bid for
            the same release offer at any time.  Bids shall be binding until
            written or electronic notice of withdrawal is received by Total
            Peaking before 2:00 p.m. on the last day of the bid period.  Bids
            cannot be withdrawn after the bid period ends.  Once a bid is
            withdrawn, that bidder may only submit a new bid pursuant to that
            release offer if it is at a higher rate than the withdrawn bid.
            Total Peaking shall evaluate the bids in accordance with the


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Original Sheet No. 87 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.5  Bidding and Selection of Replacement Customer.  (Continued)
   
            provisions of this section and determine the best bid by
            3:00 p.m. on the day before nominations are due.  Total
            Peaking shall notify Releasing Customer, the best bidder,
            and any pre-arranged designated Replacement Customer of
            such determination by 4:00 p.m. on the day before
            nominations are due.  Upon such notice by the prearranged
            designated Replacement Customer, or expiration of the
            period during which it may match the best bid (or, if not
            applicable, the notice required at the close of the bid
            period shall suffice), the chosen Replacement Customer then
            shall execute promptly a service agreement pursuant to the
            applicable rate schedule covering the released capacity for
            the period of the release.  To expedite the implementation
            and utilization of released capacity, Releasing Customer
            may require bidders, or bidder may do so on its own accord,
            to submit with its bid duplicate originals, executed on
            behalf of the prospective Replacement Customer, of a
            service agreement (Total Peaking will make such documents
            available to any bidders which so request) with express
            consent and approval for Total Peaking, if that bidder is
            selected as the Replacement Customer, to prepare and deem
            effective the applicable exhibits to said service agreement
            to incorporate the terms of the bid and release, and
            thereby legally bind Replacement Customer upon execution by
            Total Peaking alone.  Following implementation of the
            release, Total Peaking shall post notice on its TBB of the
            winning bidder.
   
      23.6  Best Bid.  When Total Peaking makes awards of capacity for which
            there have been multiple bids meeting minimum conditions, Total
            Peaking shall award the bids, best bid first, until all offered
            Daily Liquefaction Volume, Daily Withdrawal Volume or Storage
            Capacity is awarded.  Total Peaking shall evaluate and determine
            the best bid among those otherwise consistent with any terms and
            conditions specified by the Releasing Customer as follows:


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Original Sheet No. 88 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.6  Best Bid (Continued)
   
            (a)   Total Peaking shall apply the standard or criteria
                  for such determination specified by the Releasing
                  Customer, including the standard to be used for
                  breaking ties.  Any standard or criteria so
                  specified must be objective, economic, not unduly
                  discriminatory, not contrary to applicable
                  provisions of this FERC Gas Tariff, applicable to
                  all potential Replacement Customers and require
                  Total Peaking in applying such standard to exercise
                  no more than a ministerial function.  The Releasing
                  Customer shall indemnify and hold Total Peaking
                  harmless from and against all demands, losses,
                  claims, expenses, causes of action and/or damages
                  suffered or incurred by Total Peaking arising out of
                  or related to any determination of a "best bid"
                  pursuant to a standard specified, supplied, approved
                  or provided by Releasing Customer.
   
            (b)   In default of Releasing Customer specifying a bid
                  evaluation standard, Total Peaking shall determine
                  the bid or bids generating the highest net present
                  value, using a 10% discount factor, based on the
                  rate bid (reservation or demand component), the
                  applicable quantity(ies) and term or period bid
                  upon.
   
      23.7  Qualification of Prospective Replacement Customer.  A prospective
            Replacement Customer must satisfy all requirements of the
            applicable rate schedule and the General Terms and Conditions of
            this FERC Gas Tariff.  Prior to submitting a bid pursuant to this
            section, a bidder must pre-qualify as a prospective Replacement
            Customer by submitting a credit application as provided for in
            Section 3.2 of these General Terms and Conditions specifying that
            the submission is for the purpose of pre-qualifying to submit
            bids on released capacity.  Total Peaking will apply its
            creditworthiness criteria to assess the submissions.


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Original Sheet No. 89 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.8  Nominations.  Following its selection, execution of a service
            agreement and compliance with other applicable Tariff provisions,
            and prior to the flow of Gas, the Replacement Customer shall be
            required to make nominations pursuant to the terms and conditions
            of the applicable rate schedule and the General Terms and
            Conditions of this FERC Gas Tariff.
   
      23.9  Billing.  The Replacement Customer shall be billed and make
            payments to Total Peaking in accordance with the applicable rate
            schedule, other provisions of this FERC Gas Tariff and of its
            service agreement incorporating its bid terms.  Unless Total
            Peaking otherwise agrees, the Replacement Customer shall pay or
            be liable for the applicable charges (plus all applicable
            surcharges, Fuel Reimbursement, taxes, penalties, etc.)
            applicable under the relevant rate schedule attributable to its
            usage of the released capacity.  Total Peaking shall continue to
            bill the Releasing Customer all applicable charges under its
            existing service agreement, excluding usage charges (plus all
            applicable surcharges, Fuel Reimbursement, taxes, penalties,
            etc.) billed to the Replacement Customer and attributable to its
            usage of the released capacity.  Invoices sent to the Releasing
            Customer shall reflect a credit equal to any reservation charges
            (plus all surcharges applicable thereto) being billed to the
            Replacement Customer for the released capacity rights, or as
            otherwise agreed.  If the Replacement Customer fails to pay when
            due all or part of the amounts credited to the Releasing
            Customer, Total Peaking shall pursue payment from the Replacement
            Customer by notifying such Customer by registered letter, return
            receipt requested, that it has five Days from receipt of such
            letter to pay the amount due including any applicable interest.
            If the Replacement Customer fails to pay such amount by the end
            of the fifth Day, Total Peaking shall reverse the credit and bill
            the Releasing Customer for such past due amounts, plus applicable
            interest.


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Original Sheet No. 90 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.10 Rights and Obligations of the Parties
   
            (a)   Unless Total Peaking otherwise agrees, the service
                  agreement between the Releasing Customer and Total
                  Peaking shall remain in full force and effect with
                  the Customer to receive a credit to its invoice as
                  described hereinabove.  The service agreement
                  executed by the Replacement Customer shall be fully
                  effective and enforceable by and against the
                  Replacement Customer.  The Replacement Customer may
                  also release capacity pursuant to this section, and
                  in such event and for such purposes, shall be
                  considered the Releasing Customer.
   
            (b)   Total Peaking shall accept nominations, schedule
                  service, afford priority of service and interrupt
                  service based on instructions and communications
                  from the Releasing Customer and the Replacement
                  Customer which are consistent with one another and
                  with the terms and conditions of Total Peaking's
                  FERC Gas Tariff and their respective service
                  agreements.  In the event that instructions or
                  nominations from the Releasing Customer and
                  Replacement Customer are, in Total Peaking's
                  opinion, inconsistent or conflicting, Total Peaking
                  shall comply with the instructions of the Releasing
                  Customer; provided, however, that such instructions
                  must not be inconsistent with Total Peaking's FERC
                  Gas Tariff or the terms of either the Releasing
                  Customer's or Replacement Customer's service
                  agreement, in Total Peaking's opinion.  The
                  Releasing Customer will indemnify Total Peaking
                  against any claim or suit by the Replacement
                  Customer, its successors assigns, arising from any
                  action taken by Total Peaking in reliance upon the
                  Releasing Customer's nominations and instructions
                  and will hold Total Peaking harmless for any action
                  taken by Total Peaking in reliance upon the


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1st Revised Sheet No. 91 : Effective

Superseding: Original Sheet No. 91

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.10 Rights and Obligations of the Parties (Continued)
   
            23.10(b) (Continued)
   
                  nominations and scheduling instructions of the
                  Replacement Customer; provided, however, that the
                  Releasing Customer shall not be liable for the
                  Replacement Customer's failure to pay the usage
                  charges (plus all applicable surcharges, Fuel
                  Reimbursement, taxes, penalties, etc.) billed to the
                  Replacement Customer and attributable to its usage
                  of the released capacity.  The Replacement Customer
                  will indemnify Total Peaking against any claim or
                  suit by the Releasing Customer, its successors or
                  assigns, arising from any action taken by Total
                  Peaking in reliance upon the nominations and
                  scheduling instructions of the Replacement Customer
                  and will hold Total Peaking harmless for any actions
                  taken by Total Peaking in reliance upon the
                  instructions of the Releasing Customer.
   
      23.11 Marketing Fee.  If Total Peaking and the Releasing Customer so
            agree Total Peaking may receive a negotiated fee for its
            marketing efforts.
   
      23.12 Limitations
   
            (a)   Releases and assignments hereunder shall be for
                  period(s) of one or more Day(s) and the maximum term
                  must be for no longer than the expiration of the
                  service agreement subject to the assignment.
   
            (b)   Total Peaking may invalidate any offer to release or
                  any bid subsequent to its posting on the IWS which
                  does not conform to the requirements of this section
                  and the other provisions of this FERC Gas Tariff and
                  such invalidated offer or bid shall be deemed null
                  and void.


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Original Sheet No. 92 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.12 Limitations (Continued)
   
            (c)   Any terms and conditions imposed on the offer to
                  release by the Releasing Customer as provided for in
                  this section must be objectively stated, reasonable,
                  capable of administration or implementation by Total
                  Peaking without any material increase in burden or
                  expense, applicable to all potential bidders, not
                  unduly discriminatory, and consistent with the terms
                  and conditions of this FERC Gas Tariff and Releasing
                  Customer's service agreement.
   
            (d)   A Releasing Customer may re-release to the same
                  replacement shipper for a term of 31 days or less at
                  the agreed upon applicable maximum rates if:  1) a
                  period of 28 days has elapsed after the first
                  release for 31 days or less has expired or 2) the
                  Point(s) of Receipt and/or Point(s) of Delivery for
                  the re-release is different from the Point(s) of
                  Receipt and/or Point(s) of Delivery of the first
                  release or 3) the Releasing Customer causes the
                  posting of an offer to release capacity or of a pre-
                  arranged transaction to be made, and capacity is
                  allocated on the basis of bids submitted.  A
                  Releasing Customer may also re-release (without a
                  twenty-eight day waiting period) to the same
                  Replacement Customer for any term at the agreed upon
                  rates.
   
            (e)   If the Releasing Customer retains recall rights, it
                  shall specify the condition(s) precedent to such
                  recall and any recall must be for a period of one or
                  more Day(s).  If the Releasing Customer wishes to
                  recall capacity to be effective for a gas day, the
                  notice should be provided to Total Peaking and the
                  Replacement Customer no later than 8:00 a.m. Central
                  Clock Time on the nomination day.  The Releasing
                  Customer shall exercise and administer such recall


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Original Sheet No. 93 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
23.   CAPACITY RELEASE (Continued)
   
      23.12 Limitations (Continued)
   
                  rights and Total Peaking may rely on the Releasing
                  Customer's notice and instructions.  Releasing
                  Customer shall indemnify and hold Total Peaking
                  harmless from and against all demands, losses,
                  causes of action, expenses and/or damages resulting
                  from or relating to Releasing Customer's exercise of
                  its recall rights and Total Peaking's compliance
                  therewith including claims by the affected
                  Replacement Customer(s).  Total Peaking shall also
                  support the function of reputting by Releasing
                  Customers.  Reput method and rights should be
                  specified at the time of the deal.  Reput method and
                  rights are individually negotiated between the
                  Releasing Customer and the Replacement Customer.
   
24.   PERIODIC RATE ADJUSTMENTS AND SURCHARGES
   
      Total Peaking shall have the right to file for changes to its
      rates and to all other charges applicable to the service
      hereunder and all other surcharges as may be applicable.  Such
      changed rates and charges shall be effective and applicable,
      subject to refund as determined by the FERC, after any notice as
      may be required by the FERC or at the end of any suspension
      period ordered by the FERC, and such changed rate or charge shall
      be the effective rate or charge under the Service Agreement;
      provided, however, that nothing set forth herein shall prohibit,
      or be construed to prohibit, Customer from protesting or opposing
      any change to a rate or charge as may be proposed or otherwise
      sought by Total Peaking.
   
25.   RIGHT OF FIRST REFUSAL
   
      25.1  Right of First Refusal at End of Contract Term.  Total Peaking
            may discontinue service to a Customer at the end of the primary
            term or any renewed term of the Customer's LSV or LNG Agreement
            unless (i) the Customer exercises any applicable renewal right in
            the LSV or LNG Agreement; or (ii) in the case of a long term LSV
            or LNG Agreement, the Customer exercises its right of first
            refusal for the capacity covered by the LSV or LNG Agreement by
            matching the terms offered to Total Peaking during an open


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Original Sheet No. 94 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
25.   RIGHT OF FIRST REFUSAL (Continued)
   
      25.1  Right of First Refusal at End of Contract Term (Continued)
   
            season, conducted pursuant to Section 3 of the General Terms and
            Conditions of Total Peaking's currently effective tariff, for
            such capacity by any qualified prospective successor customer.
            A "long term LNG-1 Agreement," as that term is used in this
            Section, is an LNG-1 Agreement having a primary term of one (1)
            year or more.  A prospective successor customer is "qualified,"
            within the meaning of this section, if such prospective successor
            customer meets the creditworthiness criteria set forth in Section
            3 of the General Terms and Conditions of Total Peaking's
            currently effective tariff.
   
      25.2  Exercise of Right of First Refusal.
   
            (a)   Not less than twelve (12) months prior to the
                  termination or expiration of a long term LSV or LNG
                  Agreement, an open season will be held for the
                  purpose of awarding the capacity that is to become
                  available upon the long term LSV or LNG Agreement's
                  termination or expiration.  This open season will be
                  conducted pursuant to the terms and conditions set
                  forth in Section 3 of the General Terms and
                  Conditions of Total Peaking's currently effective
                  tariff.
   
            (b)   Bids from qualified successor customers who desire,
                  in whole or in part, the capacity to be made
                  available upon the expiration or termination of the
                  long-term LSV or LNG Agreement must be received by
                  Total Peaking no later than six (6) months before
                  the effective date of the expiration or termination
                  of the long-term LSV or LNG Agreement.  Upon
                  expiration of the open season, Total Peaking will
                  select the highest bid received from a qualified
                  successor customer and communicate the terms of the
                  highest bid, including, if applicable, whether the
                  highest bid is for a higher priority service, to the
                  current


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Original Sheet No. 95 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
   
25.   RIGHT OF FIRST REFUSAL  (Continued)
   
      25.2  Exercise of Right of First Refusal.  Continued
   
                  capacity holder, who may elect, within ten (10)
                  Business Days or such greater time as Total Peaking
                  may specify, to execute a renewal LSV or LNG
                  Agreement upon the same terms.  In determining which
                  bid for the capacity is the highest, Total Peaking
                  will use the present value formula set forth in
                  Section 18.1 of the General Terms and Conditions of
                  Total Peaking's currently effective tariff.
   
            (c)   If the current capacity holder does not elect to
                  match the terms of such highest bid, its LSV or LNG
                  Agreement will expire at the conclusion of its term
                  and Total Peaking will be deemed to have all
                  necessary abandonment authorization under the NGA
                  with respect to such service.  Total Peaking may
                  enter into a new LSV or LNG Agreement with the
                  qualified successor customer who submitted the
                  highest bid.
   
            (d)   Total Peaking shall retain the right to require a
                  minimum rate, which shall be market-based, for bids
                  during any such open season.
   
      25.3  Continuation of Service.  If during the open season, Total
            Peaking receives no bids or rejects all bids, Total Peaking and
            the current capacity holder may negotiate for continuation of
            service under mutually satisfactory rates, terms, and conditions.
   
26.   MARKETING AFFILIATE RULE COMPLIANCE PROCEDURES
   
      26.1  Uniform Application.  All terms and conditions contained in this
            tariff shall be applied in a uniform and nondiscriminatory manner
            without regard to affiliation of any entity to Total Peaking.
   
      26.2  Comparability of Service.  Total Peaking shall provide service
            under rate schedules LSV, LNG, LNG-I, and LSV-I on a basis that
            is equal in quality for all gas liquefied, stored, vaporized
            and/or delivered under those rate schedules, regardless of the
            identity of the Customer.


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Original Sheet No. 96 : Effective

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
26.   MARKETING AFFILIATE RULE COMPLIANCE PROCEDURES (Continued)
   
      26.3  Shared Facilities and Employees.  Total Peaking shares no
            facilities or operating employees with any marketing
            affiliate.
   
27.   REMOVAL OF INVENTORY
   
      27.1  Removal.  If (a) a Customer's storage capacity is curtailed under
            the terms of this tariff, (b) a Customer's storage capacity is
            released or recalled from release under Section 23 of these
            General Terms and Conditions, or (c) a Customer's service
            agreement terminates, then Customer shall remove its LNG
            inventory at the maximum rate achievable by Total Peaking's
            facilities commencing (i) at the earliest practicable time
            following notice by Total Peaking but no later than twenty-four
            hours following such notice, in the event of curtailments; (ii)
            upon the effectiveness of the release, in the event of a capacity
            release under Section 23; (iii) at the time specified in the
            notice of recall, in the event of a capacity recall  under
            Section 23; or (iv) upon the termination of the service
            agreement, in the event of a termination.  If the Customer fails
            to so remove such LNG then Total Peaking may, at its option, take
            title to such LNG free and clear of any adverse claims, in which
            case Customer shall indemnify Total Peaking and hold it harmless
            from all costs, damages, and liabilities arising out of the
            failure of the Customer to remove such LNG and the disposal of
            such LNG by Total Peaking, including storage charges under the
            applicable rate schedule.  In the event that, notwithstanding its
            exercise of due diligence, Customer is inhibited from so
            withdrawing its LNG, Total Peaking shall pay to Customer any net
            proceeds from Total Peaking's sale of the LNG.  Total Peaking
            shall use reasonable efforts to maximize the sales price of such
            LNG.


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Second Revised Sheet No. 97 : Effective

Superseding: First Revised Sheet No. 97

                      GENERAL TERMS AND CONDITIONS
                              (Continued)
   
27.   REMOVAL OF INVENTORY (Continued)
   
      27.2  Liability.  Total Peaking shall not be taken to have breached its
            obligations under any rate schedule, service agreement, or these
            General Terms and Conditions of this tariff by reason of any
            Customer's failure to remove its LNG under this Section 27 or
            Total Peaking's inability to dispose of such inventory if it has
            elected to take title to such inventory.
   
28.   TERM OF EXECUTED SERVICE AGREEMENTS
   
      28.1  Firm Service Agreements.  The primary term to be covered by an
            executed firm service agreement shall be as mutually agreed at
            the time of execution.  Upon the expiration of the primary term,
            the term of such firm service agreement shall continue from year-
            to-year until terminated either by Total Peaking or by Customer
            upon twelve months prior written notice to the other specifying
            a termination date at the end of such agreed period or any
            yearly period thereafter unless the applicable service agreement
            provides otherwise.
   
      28.2  Interruptible Service Agreements.  The primary term to be covered
   
            by an executed interruptible service agreement shall be as
            mutually agreed at the time of execution.  Upon the expiration of
            the primary term, the term of such interruptible service
            agreement shall continue from month-to-month until terminated
            either by Total Peaking or by Customer upon one month's prior
            written notice to the other specifying a termination date at the
            end of such agreed period or any monthly period thereafter unless
            the applicable service agreement provides otherwise.
   
29. NORTH AMERICAN ENERGY STANDARDS BOARD
   
      Total Peaking has adopted the following North American Energy Standards
      Board definitions and standards (through version 1.6) which were
      incorporated in 18 C.F.R. Section 284.12(b) in accordance with Order
      No. 637 and Order No. 637-A, together with WGQ Recommendations R02002
      and R02002-2.


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Second Revised Sheet No. 98 : Effective

Superseding: First Revised Sheet No. 98

   
      1.1.6, 1.1.7, 1.1.8, 1.2.1, 1.2.2, 1.2.5, 1.2.13, 1.2.14, 1.2.15,
      1.2.16, 1.2.17, 1.2.18, 1.2.19, 1.3.1, 1.3.2, 1.3.3, 1.3.4, 1.3.7,
      1.3.15, 1.3.16, 1.3.20, 1.3.23, 1.3.24, 1.3.25, 1.3.27, 1.3.28, 1.3.29,
      1.3.30, 1.3.31, 1.3.64, 1.3.65, 1.3.66, 1.3.67, 1.3.68, 1.3.69, 1.3.70,
      1.3.71, 1.3.72, 1.3.73, 1.3.74, 1.3.75, 1.3.76, 1.3.77, 1.3.78, 2.3.7,
      2.3.8, 2.3.10, 2.3.11, 2.3.12, 2.3.13, 2.3.14, 2.3.15, 2.3.16, 2.3.17,
      2.3.18, 2.3.19, 2.3.20, 2.3.21, 2.3.22, 2.3.23, 2.3.24, 2.3.25, 2.3.26,
      2.3.27, 2.3.28, 2.3.29, 2.3.31, 2.3.36, 2.3.37, 2.3.38, 2.3.39, 2.3.40,
      2.3.41, 2.3.42, 2.3.43, 2.3.44, 2.3.45, 2.3.46, 2.3.47, 2.3.48, 2.3.49,
      2.3.50, 3.3.2, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.11, 3.3.12,
      3.3.13, 3.3.14, 3.3.15, 3.3.16, 3.3.18, 3.3.20, 3.3.21, 3.3.26, 4.3.1,
      4.3.2, 4.3.3, 4.3.4, 4.3.5, 4.3.6, 4.3.7, 4.3.8, 4.3.9, 4.3.10, 4.3.11,
      4.3.12,4.3.13, 4.3.14, 4.3.15, 5.1.2, 5.1.3, 5.1.4, 5.2.1, 5.2.2, 5.2.3,
      5.3.5, 5.3.7, 5.3.9, 5.3.10, 5.3.11, 5.3.12, 5.3.17, 5.3.18, 5.3.19,
      5.3.20, 5.3.21, 5.3.22, 5.3.24, 5.3.41, 5.3.42, 5.3.44, 5.3.45, 5.3.46,
      5.3.47, 5.3.48, 5.3.49, 5.3.50, 5.3.51, 5.3.52, 5.3.53, 5.3.54, 5.3.55,
      5.3.56, 5.3.57, 5.3.58.


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1st Revised Sheet No. 99 : Effective

Superseding: Substitute Original Sheet No. 99

                       FORM OF REQUEST FOR STORAGE SERVICE
   
      Customers seeking service from Total Peaking must submit a request for
      service in the following form:
   
                  Total Peaking Services, L.L.C.
                  775 Oronoque Road
                  Milford, Connecticut  06460
   
                  Attn: Operating Manager
   
   
      _________________________________ ("Customer") hereby requests storage
      service from Total Peaking Services, L.L.C. ("Total Peaking") and hereby
      provides the following information in connection with this request:
   
      (a)   Complete legal name of Customers:
   
            ______________________________________________________________
            ______________________________________________________________
   
      (b)   Type of legal entity and state of incorporation:
   
            ______________________________________________________________
            ______________________________________________________________
   
      (c)   Type of company:
   
            ____________      Interstate Pipeline
            ____________      Local Distribution Company
            ____________      Intrastate Pipeline
            ____________      Producer
            ____________      End-User
            ____________      Marketer
            ____________      Broker
            ____________      Other (describe)
   
      (d)   The specific affiliation of the party requesting service with
            Total Peaking: ______________________________________________