ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY

AND

MILLENNIUM PIPELINE COMPANY, LLC

PAYMENT IN LIEU OF TAX AGREEMENT

Dated as of April 1, 2007

Affected Tax Jurisdictions: Orange County Town of Deerpark Town of Greenville Town of Minisink Town of Tuxedo Town of Warwick Port Jervis City School District Warwick Valley Central School District Tuxedo Union Free School District Minisink Valley Central School District Monroe-Woodbury Central School District Greenwood Lake Union Free School District

- 1 - PAYMENT IN LIEU OF TAX AGREEMENT

THIS PAYMENT IN LIEU OF TAX AGREEMENT (the "Agreement"), dated as of the 1s` day of April, 2007, by and between the ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation duly existing under the laws of the State of New York with offices at 255-275 Main Street, Goshen, New York (the "Agency") and MILLENIUM PIPELINE COMPANY, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware and duly authorized to conduct business under the laws of the State of New York, having offices at One Blue Hill Plaza, Seventh Floor, Pearl River, New York 10965 (the "Company", the together with the Agency, the "Parties").

WITNESSETH:

WHEREAS, the Agency was created by Chapter 390 of the Laws of 1972 of the State of New York pursuant to Title I of Article 18-A of the General Municipal Law of the State of New York (collectively, the "Act") as a body corporate and politic and as a public benefit corporation of the State of New York; and

WHEREAS, the Company has submitted an application (the "Application") to the Agency requesting the Agency's assistance with respect to a certain project (the "Project") consisting of: (i) the acquisition by the Agency of a leasehold, easement or license interest in (a) all fixtures, structures, buildings (for purposes of housing compression and related equipment), easements and franchises in real property located or to be located in the Towns of Deerpark, Greenville, Minisink, Tuxedo and Warwick, Orange County, New York (the "Land") and (b) all machinery and equipment, including without limitation pipes, valves, meters and compressors located or to be located on the Land and associated with the operation of approximately 32± miles of an approximately 182-mile natural gas transportation pipeline (the "Equipment" and, collectively with the Land, the "Facility"); all in furtherance of transporting natural gas for shippers located throughout New York; and

WHEREAS, in order to induce the Company to acquire, renovate, construct and equip the Facility, the Agency is willing to take title to or a leasehold interest in the land, improvements and personal property constituting the Facility pursuant to the terms and conditions of a certain Lease Agreement to be dated on or about the date hereof, together with all amendments and supplements thereto (the "Lease Agreement"), and lease said land, improvements and personal property back to the Company pursuant to the terms and conditions of a certain Leaseback Agreement to be dated on or about the date hereof, together with all amendments and supplements thereto (the "Leaseback Agreement"); and

WHEREAS, pursuant to Section 8740) of the Act, the Agency is exempt from the payment of taxes imposed upon real property and improvements owned by it or under its jurisdiction, control or supervision, other than special ad valorem levies, special assessments and

- 2 - service charges against real property which are or may be imposed for special improvements or special district improvements; and

WHEREAS, the Agency and the Company deem it necessary and proper to enter into an agreement making provisions for payments in lieu of taxes by the Company to the Agency for the benefit of Orange County (the "County"), the Town of Deerpark, the Town of Greenville, the Town of Minisink, the Town of Tuxedo and the Town of Warwick (together, the "Towns"), and the Port Jervis City School District, the Warwick Valley Central School District, the Tuxedo Union Free School District, the Minisink Valley Central School District, the Monroe-Woodbury Central School District and the Greenwood Lake Union Free School District (together, the "School Districts", and collectively with the County and the Towns, the "Affected Tax Jurisdictions").

NOW, THEREFORE, in consideration of the covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:

Section I - Payment in Lieu of Ad Valorem Taxes.

1.1 Exemption From General Ad Valorem Property Taxes. Subject to the completion and filing by March 1, 2008 (the "Taxable Status Date") of New York State Form RP-412-a Application For Real Property Tax Exemption (the "Exemption Application") under Section 412-a of the New York State Real Property Tax Law and Section 874 of the Act, the Facility shall be exempt from Real Estate Taxes commencing with the 2009 County and Town tax year and the 2008/2009 School District tax year. Such exemption from Real Estate Taxes shall not extend to the A-5 Line (as defined below) except to the extent the A-5 Line is incorporated into the Facility. For purposes of the foregoing, "Real Estate Taxes" means all general ad valorem real property taxes levied against the Facility by the Affected Tax Jurisdictions. The Company shall provide to the Agency the information necessary for the completion and filing of the Exemption Application and the Agency shall file the Exemption Application within fifteen (15) days of the execution and delivery of this Agreement. Notwithstanding anything contained herein or in the Lease Agreement or Leaseback Agreement to the contrary, in the event the exemption from Real Estate Taxes is denied for any reason, the Company shall pay (and hereby agrees to pay, subject to the Company's right to challenge the underlying assessments on the Facility pursuant to Section VI hereof) all Real Estate Taxes levied upon the Facility as they become due. After giving written notice to the Agency, the Company may in good faith contest the denial of the Exemption Application, provided that (i) the Facility continues to qualify as a "project" under the Act; (ii) neither the Facility nor any part of or interest in it would be in any danger of being sold, forfeited or lost; or (iii) neither the Company nor the Agency, as a result of such contest, shall be in any danger of any civil or criminal liability. The Company hereby waives any claim or cause of action against the Agency, and releases the Agency from any liability to the Company, arising from the denial of an exemption from Real Estate Taxes except to the extent that such denial results solely from the failure of the Agency to timely file the

- 3 - Exemption Application with the appropriate assessors or Boards of Assessment Review by the Taxable Status Date.

1.2 PILOT Payments. As long as the Facility is leased by the Agency, the Company shall make payments in-lieu of taxes ("PILOT Payments") on an annual basis in amounts representing a multiple of the taxes paid by Columbia Gas Transmission Corporation ("Columbia") to the Affected Tax Jurisdictions in relation to Columbia's A-5 natural gas pipeline (the "A-5 Line") for the 2006 County and Town tax year and the 2005/2006 School District tax year ("A-5 Taxes"). A summary of A-5 Taxes paid by Columbia to each of the Affected Tax Jurisdictions is set forth on "Column 1" of Schedule A attached hereto.

a. PILOT Payments during Construction Years. The Company anticipates that the Facility will be constructed during calendar years 2007 and 2008 (the "Construction Years", identified as "CY1" and "CY2" for the first and second Construction Years, respectively, in Section 1.4 below). During each of the Construction Years, the Company shall make a PILOT Payment to each Affected Tax Jurisdiction in an amount equal to fifty percent (50%) of the A-5 Taxes paid to each such jurisdiction ("Construction Year PILOT Payments"). A schedule of Construction Year PILOT Payments is set forth on "Column 2" of Schedule A attached hereto. The Company's obligation to make PILOT Payments hereunder shall in no way affect Columbia's obligation to pay Real Estate Taxes during the Construction Years.

b. PILOT Payments during any period Committed Capacity is less than 525,000 decatherms per day ("Dth/d"). For any tax year during the term hereof that the Committed Capacity of the Facility is less than 525,000 Dth/d, the Company shall make a PILOT Payment to each Affected Tax Jurisdiction in an amount equal to 2.5 times the A- 5 Taxes paid to each such jurisdiction ("Base Capacity PILOT Payments"). A schedule of Base Capacity PILOT Payments is set forth on "Column 3" of Schedule A attached hereto.

c. PILOT Payments during any period Committed Capacity is at least 525,000 Dth/d but less than 700,000 Dth/d. For any tax year during the term hereof that the Committed Capacity of the Facility is at least 525,000 Dth/d but less than 700,000 Dth/d, the Company shall make a PILOT Payment to each Affected Tax Jurisdiction in an amount equal to 3.0 times the A-5 Taxes paid to each such jurisdiction ("Expanded Capacity PILOT Payments"). A schedule of Expanded Capacity PILOT Payments is set forth on "Column 4" of Schedule A attached hereto.

d. PILOT Payments during any period Committed Capacity is at least 700,000 Dth/d. For any tax year during the term hereof that the Committed Capacity of the Facility is at least 700,000 Dth/d, the Company shall make a PILOT Payment to each Affected Tax Jurisdiction in an amount equal to 3.5 times the A-5 Taxes paid to each such jurisdiction ("Full Capacity PILOT Payments"). A schedule of Full Capacity PILOT Payments is set forth on "Column 5" of Schedule A attached hereto.

- 4 - The term "Committed Capacity" as used herein shall mean the total natural gas transportation capacity commitments for the Facility (expressed in Dth/d) under all firm shipper contracts having a term greater than one year. On or before August 31 during each year hereof, the Company shall certify to the Agency the Committed Capacity of the Facility as of August 31 of such year, and such certified Committed Capacity shall apply to the next following September and January PILOT Payments. A form of the Committed Capacity certification is attached hereto as Exhibit "A".

1.3 Payee. As long as the Facility is leased by the Agency, the Company shall pay PILOT Payments directly to the Affected Tax Jurisdictions, at the addresses set forth on Exhibit "B".

1.4 Payment Due Dates. The Company shall pay PILOT Payments to the Affected Tax Jurisdictions on or before the dates set forth below (collectively, the "Payment Dates").

PILOT Town Roll Town/County Town/County School District School District Year Year Tax Year Payment Date Tax Year Payment Date

CY1 2007 2008 January 31, 2008 2007-2008 September 30, 2007 CY2 2008 2009 January 31, 2009 2008-2009 September 30, 2008 1 2009 2010 January 31, 2010 2009-2010 September 30, 2009 2 2010 2011 January 31,2011 2010-2011 September 30, 2010 3 2011 2012 January 31, 2012 2011-2012 September 30, 2011 4 2012 2013 January 31, 2013 2012-2013 September 30, 2012 5 2013 2014 January 31, 2014 2013-2014 September 30, 2013 6 2014 2015 January 31, 2015 2014-2015 September 30, 2014 7 2015 2016 January 31, 2016 2015-2016 September 30, 2015 8 2016 2017 January 31,2017 2016-2017 September 30, 2016 9 2017 2018 January 31, 2018 2017-2018 September 30, 2017 10 2018 2019 January 31,2019 2018-2019 September 30, 2018 11 2019 2020 January 31, 2020 2019-2020 September 30, 2019 12 2020 2021 January 31, 2021 2020-2021 September 30, 2020 13 2021 2022 January 31, 2022 2021-2022 September 30, 2021 14 2022 2023 January 31, 2023 2022-2023 September 30, 2022 15 2023 2024 January 31, 2024 2023-2024 September 30, 2023

1.5 Valuation of Future Additions to the Facility. If there shall be a future addition (of material value in excess of $250,000) to the Facility constructed or added in any manner after the date of commercial operation of the Project (which is currently anticipated to be November 1, 2008 (the "Projected Completion Date")), the Company shall notify the Agency of such future addition ("Future Addition"). The notice to the Agency shall contain a copy of the application for a building permit, plans and specifications, and any other relevant information that the Agency may thereafter request. Upon the earlier of substantial completion of, or the issuance of a certificate of occupancy for, any such Future Addition to the Facility, the Company shall become liable for payment of an increase in PILOT Payments to the Affected Tax Jurisdictions having jurisdiction over such Future Addition. The Agency shall notify the Company of any

- 5 - proposed increase in PILOT Payments related to such Future Addition. If the Company shall disagree with the proposed increase made by the Agency, then and in that event that valuation shall be as fixed by the involved assessing jurisdiction and the Company shall have the right to challenge such assessment. Notwithstanding any disagreement between the Company and the Agency, the Company shall pay the increased PILOT Payments until different PILOT Payments shall be established. If lesser PILOT Payments are determined in any proceeding or by subsequent agreement of the parties, the PILOT Payments shall be re-computed and any excess payment shall be refunded to the Company (with interest calculated from the date overpayment was made at the rate established by the New York State Department of Taxation and Finance) or, in the Agency's sole discretion, such excess payment shall be applied as a credit against the next succeeding PILOT Payments. Notwithstanding the foregoing, if a Future Addition does not increase the Project's ability to transport natural gas (through a Project extension, pipe diameter increase, or compression increase bringing the Project's capacity to a level in excess of 700,000 Dth/d), such Future Addition shall be covered by the payments set forth on Schedule A and no further payment will be owed by the Company.

1.6 Project Extensions. If the Company identifies an opportunity to construct a lateral extension of the Project to either serve previously unserved or underserved areas of the County, or to connect a new source of gas supply or gas storage, the Agency agrees to enter into a separate payment-in-lieu-of-tax agreement for such extension with the Company, to support construction of such extension.

1.7 Period of Benefits.

a. Tenn. The tax benefits provided for herein should be deemed to include (i) the 2008 County and Town tax year through the 2024 County and Town tax year and (ii) the 2007/2008 School District tax year through the 2023/2024 School District tax year. This PILOT Agreement shall expire on June 30, 2024; provided, however, the Company shall pay the 2025 County and Town tax bills and the 2024/2025 School District tax bills on the dates and in the amounts as if the Agency were not in title on the tax status date with respect to said tax years.

b. No Additional Exemptions. In no event shall the Company be entitled to receive tax benefits relative to the Facility for more than the periods provided for herein, unless the period is extended by amendment to this Agreement executed by both parties after any required public hearings. The Company agrees that it will not seek any tax exemption for the Facility which could provide benefits for more than the periods provided for herein and specifically agrees that the exemptions provided for herein, to the extent actually received (based on the number of lease years elapsed), supersede and are in substitution of the exemptions provided by Section 485-b of the New York Real Property Tax Law ("RPTL"). It is hereby agreed and understood that the Affected Tax Jurisdictions can rely upon and enforce the above waiver to the same extent as if they were signatories hereto.

- 6 - c. Extension of Term. The Parties agree that the intent of this Agreement is to facilitate construction of the Facility and secure PILOT Payment revenues for the Affected Tax Jurisdictions for a period of fifteen (15) fall PILOT Years (as such term is illustrated in Section 1.4 above) following the date of commercial operation of the Project. In the event construction of the Project is delayed beyond the Projected Completion Date as a result of events reasonably unforeseeable by the Company (as of the date hereof), with the prior approval of the Agency, this Agreement, the Lease Agreement and the Leaseback Agreement shall be amended to provide for a delay in the commencement of the fifteen (15) full PILOT Years following the actual date of Project completion. The Company shall pay Construction Year PILOT Payments during each year of such extension prior to the date of commercial operation of the Project.

1.8 Credit for Real Estate Taxes Paid. The parties recognize that the unique nature of the Facility could result in erroneous billing and payment of general ad valorem real property taxes with respect to portions of the Facility from time to time. Any general ad valorem real property tax payments made by the Company to the Affected Tax Jurisdictions with respect to the Facility or any portion thereof, during a tax year to which this Agreement applies, will be applied as a credit against the payments due under this Agreement in that tax year. No credit under this Section shall be given for any Special District Taxes (as defined below) paid by the Company. Should the Company, under any subsequently adopted State or local law, pay to any of the Affected Tax Jurisdictions in any tax year any amounts in the nature of general ad valorem taxes levied and/or assessed upon the Facility or the interest therein of the Company or the occupancy thereof by the Company, then the Company's obligation hereunder to make PILOT Payments in such tax year shall be reduced by the amounts which Company shall have so paid or be obligated to pay to such Affected Tax Jurisdiction in such tax year. If the Company desires to claim a credit against any particular PILOT Payment due hereunder, the Company shall give the Agency and each respective Affected Tax Jurisdiction prior written notice of its intention to claim any credit pursuant to the provisions of this Section, such notice to be given by the Company at least ten (10) days prior to the final date on which such PILOT Payment is due pursuant to the provisions of Section 1.4 hereof

Section II - Special District Charges, Special Assessments and other charges.

2.1 Lawfully levied special district charges, special assessments, and special ad valorem levies (specifically including but not limited to fire district charges), and pure water charges and sewer charges (collectively, "Special District Taxes") are to be paid in full in accordance with normal billing practices.

Section III - Reconveyance of Facility.

3.1 In the event that the Facility is transferred from the Agency to the Company (upon termination of the Lease Agreement and the Leaseback Agreement) and the Company is ineligible for a continued tax exemption under the RPTL, or this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than

- 7 - the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination; provided, however, that in order to avoid double payment the Company shall not be responsible hereunder for general ad valorem real property taxes in any tax year in which the Company has already fully paid PILOT Payments for such year.

Section IV - Assessment Challenges.

4.1 The Company shall have all of the rights and remedies of a taxpayer as if and to the same extent as if the Company were the outright owner of, and the Agency were not involved in, the Facility, with respect to any proposed assessment or change in assessment with respect to the Facility by any of the Affected Tax Jurisdictions and likewise shall be entitled to protest before and be heard by the appropriate assessors or Boards of Assessment Review, and shall be entitled to take any and all appropriate appeals or initiate any proceedings to review the validity or amount of any assessment or the validity or amount of any tax equivalent provided for herein.

4.2 The Company shall have all of the rights and remedies of a taxpayer with respect to any tax, service charge, special benefit, ad valorem levy, assessment, or special assessment or service charge in lieu of which the Company is obligated to make a payment pursuant to this Agreement, as if and to the same extent as if the Company were the owner of the Facility.

Section V - Changes in Law.

5.1 To the extent the entire Facility is declared to be subject to taxation or assessment by an amendment to the Act, other legislative change, or by final judgment of a Court of competent jurisdiction, the obligations of the Company hereunder shall, to such extent, be null and void.

Section VI - Events of Default.

6.1 Events of Default. Any one or more of the following events shall constitute an event of default under this Agreement, and the terms "Event of Default" or "Default" shall mean, whenever they are used in this Agreement, any one or more of the following events:

a. failure by the Company to make the PILOT Payments described in Section I within thirty (30) days of the Payment Dates;

b. failure by the Company to make any other payments described herein on or before the last day of any applicable cure period within which said payment can be made without penalty; or

- 8 - c. the occurrence and continuance of any Company events of default under the Lease Agreement and Leaseback Agreement after any applicable cure periods.

6.2 Remedies Upon Default. Subject to Section IX of this Agreement, upon the occurrence of any Event of Default hereunder, in addition to any other right or remedy the Agency and/or the Affected Tax Jurisdictions may have at law or in equity, the Agency and/or Affected Tax Jurisdictions may, immediately and without further notice to the Company (but with notice to the Agency with respect to actions maintained by the Affected Tax Jurisdictions) pursue any action in the courts to enforce payment or to otherwise recover directly from the Company any amounts so in default. The Agency and the Company hereby acknowledge the right of the Affected Tax Jurisdictions to recover directly from the Company any amounts so in default pursuant to Section 874(6) of the General Municipal Law and the Company shall immediately notify the Agency of any action brought, or other measure taken, by any Affected Tax Jurisdiction to recover any such amount.

6.3 Penalties and Interest. If payments pursuant to Section I herein are not made by the applicable Payment Dates, or if any other payment required to be made hereunder is not made by the last day of any applicable cure period within which said payment can be made without penalty, the Company shall pay penalties and interest as follows. With respect to payments to be made pursuant to Section I herein, if said payment is not received by the applicable Payment Dates, Company shall pay, in addition to said payment, (i) a late payment penalty equal to five percent (5%) of the amount due and (ii) for each month, or any part thereof, that any such payment is delinquent beyond the first month, interest on the total amount due plus the late payment penalty, in an amount equal to one percent (1%) per month. With respect to all other payments due hereunder, if said payment is not paid within any applicable cure period, Company shall pay, in addition to said payment, the greater of the applicable penalties and interest or penalties and interest which would have been incurred had payments made hereunder been tax payments to the Affected Tax Jurisdictions.

Section VII - Assignment.

7.1 No portion of any interest in this Agreement may be assigned by the Company, nor shall any person other than the Company be entitled to succeed to or otherwise obtain any benefits of the Company hereunder without the prior written consent of the Agency, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company may, without the consent of the Agency, (i) assign this Agreement to any affiliate of the Company that is controlled by, controlling or under common control with the Company (a "Successor"), provided such Successor assumes and agrees to be bound by this Agreement and has an equal to or greater net worth than the Company, and (ii) assign this Agreement as collateral security in favor of lenders (or an agent on behalf of various lenders) designated by the Company (the "Financing Parties") or their successors and/or assigns. The Agency shall, at the cost of the Company, cooperate with the Company, its affiliates, any Successor, and any of the Financing Parties from time to time in connection with any collateral assignment on such terms as may be

- 9 - customary under the circumstances and shall reasonably be required by such Financing Parties. In the event this Agreement is assigned to a Successor, the Company shall have no further obligations thereunder.

Section VIII - Miscellaneous.

8.1 Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original but which together shall constitute a single instrument.

8.2 Notices. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows:

To the Agency: Orange County Industrial Development Agency 255-275 Main Street Goshen, New York 10924 Attn: Executive Director

With a Copy to: Philip A. Crotty, Esq. 8 Stable Way Cornwall-on-Hudson, New York 12520

And to: Harris Beach PLLC 99 Garnsey Road Pittsford, New York 14534 Attn: Charles I. Schachter, Esq.

To the Company: Millennium Pipeline Company, LLC One Blue Hill Plaza, Seventh Floor, Pearl River, New York 10965 Attn: President

With a Copy to: Hiscock & Barclay LLP One Park Place 300 South State Street Syracuse, New York 13221 Attn: Peter H. Swartz, Esq. or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this Section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this Section.

8.3 Governing Law. This Agreement shall be governed by, and all matters in connection herewith shall be construed and enforced in accordance with, the laws of the State of

-10- New York applicable to agreements executed and to be wholly performed therein and the parties hereto hereby agree to submit to the personal jurisdiction of the Federal or state courts located in Orange County, New York.

8.4 No Recourse; Special Obligation. Notwithstanding any other term or condition contained herein, all obligations of the Agency and the Company hereunder shall constitute a special obligation payable solely from the revenues and other monies, if any, derived from the Facility and paid to the Agency or the Affected Tax Jurisdictions, as the case may be, by the Company. No member of the Agency or the Company nor any person executing this Agreement on the Agency's or the Company's behalf shall be liable personally under this Agreement. No recourse shall be had for the payment of the principal or interest on amounts due hereunder or for any claim based upon or in respect of any modification of or supplement hereto against any past, present or future member, officer, agent, servant, or employee, as such, of the Agency or the Company, or of any successor or political subdivision, either directly or through the Agency or the Company or any such successor, all such liability of such members, officer, agents, servants and employees being, to the extent permitted by law, expressly waived and released by the acceptance hereof and as part of the consideration for the execution of this Agreement.

Section IX — Rights of Mortgagees.

9.1 Whenever any Event of Default under Section 6.1 hereof shall have occurred and be continuing with respect to this Agreement, the remedies of the Agency shall be limited to the rights hereunder and under the Leaseback Agreement, subject to the rights of Mortgagees (as defined in Section 9.2 hereof) to cure any such Event of Default as set forth below.

9.2 For the purposes of this Agreement, the terms "Mortgage" or "Mortgages" shall include any mortgage, leasehold mortgage, purchase money mortgage or other security instrument or instruments secured by the Facility and used in the jurisdiction in which the Facility is located, such as, without limitation, mortgages, deeds of trust, financing statements, assignments of leases, rents and/or profits, security agreements and other documentation which a lender may require, and the term "Mortgagee" shall mean the secured party under any of the foregoing instruments.

9.3 If the Company ("Mortgagor") and/or its successors and assigns, shall mortgage or grant a security interest in its interest in the Facility, or a portion thereof, the Agency agrees to join in such Mortgage with respect to the Agency's interest in the Facility. ANY SUCH MORTGAGE SHALL BE A LIMITED, NON-RECOURSE OBLIGATION OF THE AGENCY AND SHALL IN NO EVENT REQUIRE THE PAYMENT BY THE AGENCY TO ANY PARTY OF ANY AMOUNT INCLUDING, BUT NOT LIMITED TO, PRINCIPAL, INTEREST OR ANY OTHER AMOUNT SECURED BY ANY SUCH MORTGAGE. With respect to any such Mortgage, so long as such Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the Mortgagee to the Agency, the following provisions shall, subject to and unless otherwise prohibited by all applicable law including, but

-11- not limited to, the Act, apply (in respect of such Mortgage and of any other Mortgages which also comply with the above):

a. The Agency shall simultaneously serve a copy of any communications declaring an Event of Default upon the Mortgagee, and no such notice or other communication to the Company shall be deemed received unless a copy is so served upon the Mortgagee in the manner provided in this Agreement for the giving of notice.

b. In the event of any Default by the Company under this Agreement, the Mortgagee shall have thirty (30) days for a monetary Default and forty five (45) days in the case of any other Default, after notice to the Mortgagee of such Default (which notice shall be given in the manner set forth in Section 9.3(a) hereof), to cure or to cause to be cured the Default complained of and the Agency shall accept such performance by or at the instigation of such Mortgagee as if same had been done by the Company. Each notice of default given by the Agency will state the amounts of any payments herein provided that are then claimed to be in Default.

c. If, before the expiration of Mortgagee's cure period as provided in Section 9.3(b) hereof, Mortgagee shall have notified the Agency in writing of its agreement to pay or cause to be paid to the Agency, within thirty (30) days after the expiration of Mortgagor's cure period, all payments in this Agreement provided for and then in Default, and/or in the case of non-monetary Defaults, shall have agreed within forty five (45) days to commence or caused to be commenced the cure of such non-monetary Defaults, if any are then in Default (other than Defaults which by their nature cannot be cured), and shall prosecute or cause the prosecution of same to completion with reasonable diligence (collectively, the "Extended Cure Period"), then the Agency shall not exercise any of its rights and remedies hereunder until expiration of the Extended Cure Period.

d. The Company (and not the Agency) shall give the Mortgagee notice of any arbitration or other proceeding or dispute by or between the parties hereto, and shall have the right to intervene therein and be made a party to any such arbitration or other proceeding.

-12- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY

By: ..../.--"o A..e-04- William Trimble, Executive Director

MILLENNIUM PIPELINE COMPANY, LLC

and H. Leeh>f, sident

- 13 - SCHEDULE A

Affected Tax "Column 1" "Column 2" "Column 3" "Column 4" "Column 5" Jurisdiction A-5 Construction Base Expanded Full Taxes Year Capacity Capacity Capacity PILOT PILOT PILOT PILOT Payments Payments Payments Payments

Multiplier: 0.5 2.5 3.0 3.5 Orange County $ 55,900 $ 27,950 $ 139,750 $ 167,700 $ 195,650 Town of Deerpark 8,800 4,400 22,000 26,400 30,800 Town of Greenville 13,600 6,800 34,000 40,800 47,600 Town of Minisink 4,000 2,000 10,000 12,000 14,000 Town of Tuxedo 5,400 2,700 13,500 16,200 18,900 Town of Warwick 8,400 4,200 21,000 25,200 29,400 Port Jervis SD 95,000 47,500 237,500 285,000 332,500 Warwick Valley SD 56,200 28,100 140,500 168,600 196,700 Tuxedo SD 5,200 2,600 13,000 15,600 18,200 Minisink Valley SD 140,200 70,100 350,500 420,600 490,700 Monroe-Woodbury SD 11,300 5,650 28,250 33,900 39,550 Greenwood Lake SD 22,000 11,000 55,000 66,000 77,000

Total $ 426,000 $ 213,000 $ 1,065,000 $ 1,278,000 $ 1,491,000

Schedule A EXHIBIT "A"

FORM OF COMMITTED CAPACITY CERTIFICATION

Millennium Pipeline Company, LLC (the "Company") hereby certifies to the Orange County Industrial Development Agency (the "Agency") that as of August 31, [ 1, the Facility (as such term is defined in the PILOT Agreement between the Company and the Agency dated as of April 1, 2007) is subject to transportation capacity commitments of f I Dth/d under all firm shipper contracts in effect for at least three hundred (300) days of the twelve- month period ending that August 31.

MILLENNIUM PIPELINE COMPANY, LLC

By: Richard H. Leehr, President

A-1 EXHIBIT "B"

AFFECTED TAX JURISDICTION ADDRESSES

Orange County Port Jervis City School District County Government Center Administration Building 255 Main Street 9 Thompson Street Goshen, NY 10924 Port Jervis, NY 12771 Attn: Receiver of Taxes Attn: Receiver of Taxes

Town of Deerpark Greenwood Lake Union Free School District Town Hall Post Office Box 8 420 Route 209 Greenwood Lake, NY 10925 Huguenot, NY 12746 Attn: Receiver of Taxes Attn: Tax Collector

Town of Greenville Monroe-Woodbury Central School District 1537 US Highway 6 Education Center Port Jervis, NY 12771 278 Route 32 Attn: Tax Collector Central Valley, NY 10917 Attn: Receiver of Taxes

Town of Minisink Minisink Valley Central School District 1 High Street 2320 Route 6 Westtown, NY 10998 Slate Hill, NY 10973 Attn: Tax Collector Attn: Receiver of Taxes

Town of Tuxedo Tuxedo Union Free School District One Temple Drive Route 17, Tornado Drive Tuxedo, NY 10987 Tuxedo Park, NY 10987 Attn: Receiver of Taxes Attn: Receiver of Taxes

Town of Warwick Warwick Valley Central School District Town Hall Dorothy C. Wilson Education Center 132 Kings Highway 225 West Street Extension Warwick, NY 10990 Warwick, NY 10990 Attn: Receiver of Taxes Attn: Receiver of Taxes

B-1