Kinder Morgan Illinois Pipeline LLC

Original Volume No. 1

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

Original Sheet No. 205 Original Sheet No. 205 : Effective

GENERAL TERMS AND CONDITIONS

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(3) The existing Shipper shall have two (2) weeks

to notify KMIP whether or not it desires to match the best bid. To

match the best bid, the existing Shipper must agree to a price (up to

the applicable maximum rate or Recourse Rate) and a term (up to five

Years) which at least equals the bid on all or any portion of the

service the existing Shipper desires to retain; provided, however,

that if the existing Shipper seeks to retain only a portion of its

MDQ, the analysis of whether the existing Shipper has matched the best

bid may take into account the MDQ requested under the best bid

relative to the MDQ the existing Shipper seeks to retain. The existing

Shipper may provide a counteroffer which contains either a higher

price than the best bid or a longer term than the best bid to offset a

shorter term or a lower price than that offered in the best bid. KMIP

shall determine whether such a counteroffer constitutes a match,

utilizing the same criteria as were applied to determine the best bid.

(e) (1) If the existing Shipper matches the best bid,

it shall be entitled to continuation of service and shall be obligated

to sign an Agreement tendered by KMIP which reflects the best bid or

any counteroffer by the existing Shipper which matches such best bid.

(2) If the existing Shipper fails to match the

best bid, the existing Agreement shall terminate at the end of its

term and service to the existing Shipper shall be automatically

abandoned.

(3) Submission of a bid shall be binding on the

bidder. The bidder submitting the best bid shall be obligated to sign

an Agreement reflecting its bid if the existing Shipper fails to

match. Nothing herein shall preclude negotiation of a more acceptable

Agreement by mutual consent of KMIP and such bidder; provided,

however, that service may not be agreed upon under terms and

conditions less favorable to KMIP than the best bid without providing

the existing Shipper an additional opportunity to match such revised

terms and conditions.

(f) In the absence of a qualified bid, KMIP shall so

notify the existing Shipper and the term shall be negotiated between

KMIP and the existing Shipper. No discount or other special terms

shall apply to a rollover Agreement unless KMIP and existing Shipper

mutually agree. If no agreement is reached prior to the end of the two

(2) week period following KMIP's notice to the existing Shipper, the

existing Shipper may, at that time, require that KMIP enter into an

Agreement to provide service at the applicable maximum rate for a term

specified by the existing Shipper and running from the date the