Exhibit








Exhibit 10.1                                        


                       Date: 4/15/2016        
MIKE GAGNET ROANOKE GAS COMPANY 519 KIMBALL AVE., N.E.
		
	P.O.
	BOX 13007


ROANOKE, VA 24016




RE: Amendment No. 46 to GasTransportation Agreement Dated December 1, 1993
Service Package No. 5487-FTATGP




Dear MIKE GAGNET:


TENNESSEE GAS PIPELINE COMPANY, L.L.C. and ROANOKE GAS COMPANY (ROANOKE GAS
COMPANY) agree to amend the Agreement effective Apr 1, 2017, to renew the agreement through October 31, 2022 and discount the associated rate. The Primary Meters and Associated Meter Quantities will remain unchanged as reflected in the attached Exhibit A.


Except as amended herein, all terms and provisions of the Agreement shall remain in full force and effect as written.


If the foregoing is in accordance with your understanding of the Agreement, please so indicate by signing and returning to my attention both originals of this letter. Upon Tennessee's execution, an original will be forwarded to you for your files.


Should you have any questions, please do not hesitate to contact me at (713) 369-9871.
Best regards, NaTarsua N. Player
Sr. Account Representative
Transportation Services












Date: 4/15/2016        


ROANOKE GAS COMPANY
Date: 4/15/2016
Page 2
Contract number: 5487-FTATGP 
Amendment number: 46
Amendment effective date: Apr 1, 2017




TENNESSEE GAS PIPELINE COMPANY, L.L.C.


By: /s/ Sital Mody    
Agent and Attorney-in-Fact






ROANOKE GAS COMPANY


By: /s/ John S. D’Orazio


Title: President & CEO


Date: 12 May 2016










	
												
	GAS TRANSPORTATION AGREEMENT

	(For Use Under FT-A Rate Schedule)

	 

	EXHIBIT A

	AMENDMENT NO. 46

	TO GAS TRANSPORTATION AGREEMENT

	DATED December 1, 1993

	BETWEEN

	TENNESSEE GAS PIPELINE COMPANY, LLC

	AND

	ROANOKE GAS COMPANY

	 

	Amendment Effective Date: April 1, 2017
	 
	 
	 
	 
	 
	 
	 
	 

	Service Package: 5487-FTATGP
	 
	 
	 
	 
	 
	 
	 
	 

	Service Package: TQ:9326 Dth
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	BEGINNING DATE
	ENDING DATE
	TQ

	4/1/2017
	10/31/2022
	9,326

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	BEGINNING DATE
	ENDING DATE
	METER
	METER NAME
	INTERCONNECT PARTY NAME
	COUNTY
	ST
	ZONE
	R/D
	LEG
	METER-TQ

	4/1/2017
	10/31/2022
	412033
	MARLIN/TGP CARTHAGE TRANSPORT PANOL
	MARLINE MIDSTREAM
	PANOLA
	TX
	O
	R
	100
	

	708

	4/1/2017
	10/31/2022
	412400
	ETC/KR/TGP KING RANCH JIM WELLS
	ETC KR PIPELINE
	JIM WELLS
	TX
	O
	R
	100
	

	2000

	4/1/2017
	10/31/2022
	412882
	KINETICA/TGP PORT SULPHUR PLAQUEMIN
	 
	PLAQUEMINES
	LA
	L
	R
	500
	

	1500

	4/1/2017
	10/31/2022
	412883
	KINETICA/TGP COCODRIE 523
	 
	TERREBONNE
	LA
	L
	R
	500
	

	1995

	4/1/2017
	10/31/2022
	420289
	ETNG/TGP GREENBRIER TN 2 (DUAL ROBE)
	EAST TENNESSEE NATURAL GAS
	ROBERTSON
	TN
	1
	D
	500
	

	9326

	4/1/2017
	10/31/2022
	450303
	TGP/TGP GRAND CHENIER STRADDLE PLAN
	 
	CAMERON
	LA
	L
	R
	800
	

	1624

	4/1/2017
	10/31/2022
	460017
	STORAGE - BEAR CREEK
	TENNESSEE GAS PIPELINE
	NATCHITOCHES
	LA
	1
	R
	100
	

	310

	4/1/2017
	10/31/2022
	460020
	STORAGE - PORTLAND -PA
	TENNESSEE GAS PIPELINE
	SUMNER
	TN
	1
	R
	100
	

	211

	4/1/2017
	10/31/2022
	460025
	STORAGE - PORTLAND - MA
	TENNESSEE GAS PIPELINE
	SUMNER
	TN
	1
	R
	100
	

	978






Number of Receipt Points: 8 
Number of Delivery Points: 1

















Other Provisions Permitted By Tariff Under the Applicable Rate Schedule and/or General Terms and Conditions and Pursuant to Article XXXVI of the General Terms and Conditions of Tennessee's FERG Gas Tariff:




Contractual ROFR




Notwithstanding anything in Article V, Section 4.1of the General Terms and Conditions ("GT&C") of Transporter's Tariff to the contrary, Shipper shall have the right to extend this Agreement beyond the Primary Term pursuant to the right-of-first-refusal procedures set forth in Article V, Section 4.2 of the GT&C of Transporter's Tariff; provided, however, that unless Shipper elects upon one year's prior written notice to Transporter to terminate this Agreement or to request a lesser extension term, this Agreement will automatically extend upon the expiration of the Primary Term for a term of five years at Transporter's then applicable maximum recourse rate.








Note: Exhibit A is a reflection of the contract and all amendments as of the amendment effective date.




















Additional Information




April 15, 2016




Roanoke Gas Company 519 Kimball Avenue, N.E. Roanoke, VA 24016


Attention: Mike Gagnet


RE:    Discounted Rate Agreement
Rate Schedule FT-A Service Package No. 5487


Dear Mike:


In response to the request of Roanoke Gas Company ("Roanoke") and pursuant to Section 5.1 of Tennessee Gas Pipeline Company, L.L.C.'s ("Tennessee") Rate Schedule FT-A, Tennessee hereby agrees to adjust its then applicable Rate Schedule FT-A transportation rates for service provided under the above-referenced gas transportation agreement as follows:


		
	1.
	a)     If Roanoke attempts to apply this Discounted Rate Agreement to any volumes and/or to any points not eligible for the discount and thereby fails to pay correctly invoiced and undisputed amounts, then, if such failure is not cured within thirty days of provision of notice by Tennessee to Roanoke of such failure, Tennessee shall have the right, in its sole discretion, to immediately terminate this Discounted Rate Agreement with Roanoke and/or to assess, from the date of such violation of the terms of this Discounted Rate Agreement , the applicable maximum rate on all transactions occurring under the Service Package for the month(s) in which such limits were exceeded.




		
	b)
	For the period commencing April 1, 2017, and extending through October 31, 2022, for gas delivered by Tennessee on behalf of Roanoke to any Zone 0 or Zone U1 delivery meter under the above referenced gas transportation agreement, the applicable Rate Schedule FT-A rates for volumes received by Tennessee from any Zone O or Zone U1 meter will be:




		
	i)
	A monthly reservation rate equal to the lesser of (i) $4.5724 per Dth, or (ii) Tennessee's maximum applicable monthly reservation rate.




















		
	ii)
	A daily commodity rate of Tennessee's maximum applicable commodity rate.




		
	c)
	These rates apply to all secondary receipts and deliveries in the paths and zones described above. In addition, Shipper shall also cable Fuel and Loss Retention (F&LR) and Electric Power Cost Recovery (EPCR) charges and all applicable surcharges specified in Tennessee's FERC Gas Tariff, as may be in effect from time to time ("Tariff') .




		
	d)
	Receipts from and/or deliveries to points other than those listed above during the term of this Discounted Rate Agreement shall result in Roanoke being assessed Tennessee's maximum reservation rate under Rate Schedule FT-A for the primary path divided by the number of days in the month for the entire gas transportation agreement TO on the day(s) of such deliveries and Tennessee's maximum daily commodity rates under Rate Schedule FT-A as well as the applicable F&LR and EPCR charges and all surcharges under Rate Schedule FT-A




		
	2.
	If any terms of this Discounted Rate Agreement are disallowed by any order, rulemaking, regulation or policy of the Federal Energy Regulatory Commission, Tennessee may immediately terminate this Discounted Rate Agreement. If any terms of this Discounted Rate Agreement are in any way modified by order, rulemaking, regulation or policy of the Federal Energy Regulatory Commission, Tennessee and Roanoke may mutually agree to amend this Discounted Rate Agreement in order to ensure that the original commercial intent of the parties is preserved. In the event that the parties cannot achieve mutual agreement, Tennessee reserves the right to immediately terminate this Discounted Rate Agreement.


If Roanoke is interested in entering into the Discounted Rate Agreement for firm capacity in accordance with the terms proposed above, please have the authorized representative of Roanoke execute this Discounted Rate Agreement, and return to the undersigned. This Discounted Rate Agreement will become binding upon the parties only after it then is accepted and executed by Tennessee's authorized representative on the below "Agreed to and Accepted" portion.  One fully executed copy will be returned for your records.
If an executed Discounted Rate Agreement  is not returned via mail, email to Alison_Stringerindermorgan.com or facsimile to 713-369-9305 on or before May 31, 2016, then the Discounted Rate Agreement is nullified, and Roanoke will be billed Tennessee's maximum reservation and commodity rates under Rate Schedule FT-A


















Sincerely,
        
/s/ Alison G. Stringer
Alison G. Stringer
Account Director, Marketing








ACCEPTED AND AGREED TO
This 17 Day of May 2016


        
COMPANY:


TENNESSEE GAS PIPELINE COMPANY, L.L.C.


By: /s/ Sital Mody    
Name: Sital Mody
Title: Vice President & Business Development








ACCEPT ED AND AGREED TO
This 12 Day of May 2016




ROANOKE GAS COMPANY


By: /s/ John S. D’Orazio
Name: John S. D’Orazio
Title: President & CEO