AMENDMENT OF SERVICE AGREEMENT

         THIS AMENDMENT  ("Amendment") is entered into this 15th day of December
1997,  by and between  TRANSCONTINENTAL  GAS PIPE LINE  CORPORATION,  a Delaware
corporation,  hereinafter  to as  `Seller",  first  part,  and ATLANTA GAS LIGHT
COMPANY, hereinafter referred to as "Buyer", second party.

                                   WITNESSETH:

         WHEREAS,  Seller and Buyer entered into that certain Service Agreement,
dated August 16, 1974,  under Seller's Rate Schedule LG-A ("Service  Agreement")
pursuant to which  Seller  provides  liquefied  natural gas storage  service for
Buyer up to a total  volume of  207,610  Mcf of  natural  gas  which is  Buyer's
Liquefaction Capacity Volume; and

         WHEREAS,  Seller and Buyer now  desire to renew and extend the  primary
term of the Service Agreement.

         NOW  THEREFORE,  Seller and Buyer  hereby  agree to renew and amend the
Service Agreement as follows:

     1.  Article IV of the Service  Agreement is hereby  deleted in its entirety
         and replaced by the following:

                                   "ARTICLE IV
                                TERM OF AGREEMENT

         This  agreement  shall be effective  as of November 1, 1974,  and shall
         remain in force  and  effect  until  8:00 a.m.  Eastern  Standard  Time
         October 31, 2002 1, and thereafter  until terminated by Seller or Buyer
         upon at least one hundred  eighty (180) days prior  written  notice and
         subject to the receipt of necessary authorizations;  provided, however,
         this agreement shall terminate  immediately and, subject to the receipt
         of necessary  authorizations,  Seller may discontinue service hereunder
         if (a) Buyer,  in Seller's  reasonable  judgement  fails to demonstrate
         creditworthiness,  and (b) Buyer fails to provide adequate  security in
         accordance  with  Section 32 of the  General  Terms and  Conditions  of
         Seller's Volume No. 1 Tariff."

     2.  As herein  amended,  the Service  Agreement  is hereby  renewed in full
         force and effect pursuant to the terms thereof.

     3.  This Amendment shall be effective as of the date first above written.

____________________________
     1 The parties hereto mutually  acknowledge  that the term of this agreement
is the result of a negotiated  compromise between Buyer and Seller and shall not
be  relied  upon by either  party as  precedent  for any  future  contract  term
negotiation for this or any other service provided by Seller.  Further, the term
of this agreement  shall not be raised by either party in any proceeding  before
the FERC as having established any precedent  whatsoever to the length of contra
terms.



LG-A Amendment
Page 2



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed  by  their  respective   officers  or   representatives   thereunto  duly
authorized.

TRANSCONTINENTAL GAS PIPE LINE                    ATLANTA GAS LIGHT COMPANY
CORPORATION ("Seller")                            ("Buyer")

By:  /s/    Frank J. Ferazzi                      By:  /s/    Thomas H. Benson
     --------------------------                   ------------------------------
         Frank J. Ferazzi
         Vice President                       Title  ___________________________
         Customer Service