Kinder Morgan Illinois Pipeline LLC

Original Volume No. 1

Effective Date: 12/01/2007, Docket: RP08- 34-000, Status: Effective

Original Sheet No. 204 Original Sheet No. 204 : Effective

GENERAL TERMS AND CONDITIONS

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original MDQ shall be subject to the Right of First Refusal under

this Section. The Right of First Refusal may apply to a portion of

the existing Shipper's then effective service. Any notice specifying

a decrease in MDQ in total or at any point shall not affect the

existing Agreement during its remaining term.

under Section 16.2(b), KMIP shall post on the Informational Postings

portion of its Interactive Website an Announcement of Capacity

Availability Subject to Right of First Refusal (Capacity

Announcement) which shall: (1) specify the existing Shipper's

service rights; (2) indicate the availability of such service as of

the date the existing Agreement expires, subject to the Right of

First Refusal; (3) state the maximum rate applicable to such

service; (4) set out any other information required by this Section;

and (5) solicit bids for such service. Such Capacity Announcement

shall be maintained, and bids accepted via KMIP's Interactive

Website, for a period of one (1) Month from the initial posting.

(d) (1) Within one (1) week after the end of the one

Month period during which the Capacity Announcement is posted, KMIP

shall convey to the existing Shipper a term sheet for the best bid

(based on price and term) which would qualify for such service in

all respects (including meeting applicable credit criteria), which

is a bona fide bid and which KMIP is willing to accept. KMIP may,

but is not required to, accept any bid which reflects a discount

from the applicable maximum rate. In assessing which is the best bid

if more than one bid is received, KMIP shall apply the same criteria

as are utilized to allocate firm capacity pursuant to Section 2.1

(except that contract terms in excess of five Years shall not

increase the value of any bid). If a bid is received for a

Negotiated Rate or Negotiated Rate Formula pursuant to Section 31 of

these General Terms and Conditions, the value of the bid shall be

assessed utilizing the Recourse Rate in lieu of the Negotiated Rate

or Negotiated Rate Formula consistent with said Section 31.

(2) KMIP's term sheet shall contain any and all

terms of the bid but shall not identify the bidder; provided,

however, such bid sheet shall indicate if the best bid was submitted

by an affiliate of KMIP. Except for the providing of such term sheet

to the existing Shipper, all terms and conditions of any bid and the

identity of the bidder shall remain confidential; provided that the

Commission may on request have access to such information on a

confidential basis.