exhibit 10. 4. 7 execution copy portland natural gas transmission system partnership assignment and assumption of partnership interest and amendment number 7 of the pngts partnership agreement this assignment and assumption of partnership interest and amendment number 7 of the pngts partnership agreement made this 28th day of june, 2001 ( this “ assignment ” ), is by and among pngts holding corp. ( formerly known as ni energy services development corp ), an indiana corporation ( “ holding corp. ” ), natural gas development, inc., a massachusetts corporation ( “ ngdi ” ) and select energy portland pipeline, inc., a connecticut corporation ( “ seppi ” and together with ngdi and holding corp., collectively, the “ assignors ” ), mcnic east coast pipeline company ( “ mcn ” ), el paso energy portland corporation ( “ el paso ” ), tcpl portland inc ( “ tcpl ” ) and northern new england investment company, inc. ( “ gaz met ” and together with tcpl and el paso, collectively, the “ assignees ” ) and portland natural gas transmission system, a maine general partnership ( “ pngts ” or the “ partnership ” ). recitals whereas, each of holding corp and ngdi is the owner of a 9. 53 % percentage interest in the partnership and seppi is the owner of a 5 % percentage interest in the partnership and each is a party to the portland natural gas transmission system amended and restated partnership agreement dated as of march 1, 1996, as amended by first amendment dated as of may 23, 1996 and as further amended by amendment number 2, dated as of october 23, 1996, amendment number 3, dated as of march 17, 1998, amendment number 4, dated as of march 31, 1998, amendment number 5, dated as of september 30, 1998, and amendment number 6, dated as of june 4, 1999 ( as amended and as it may be amended from time to time, the “ partnership agreement ” ), by and among mcn, assignors and assignees ( collectively, the “ partners ” ), pursuant to which the partners agreed, among other things, to continue pngts as a maine general partnership, to construct and operate a natural gas pipeline from the u. s. / canadian border in new hampshire to the vicinities of haverhill and dracut, massachusetts, known as the portland natural gas transmission system ; whereas, holding corp. desires to sell