Millennium Pipeline Company, L. L. C.

Original Volume No. 1

Effective Date: 11/01/2009, Docket: RP10-17-000, Status: Effective

First Revised Sheet No. 70A First Revised Sheet No. 70A

Superseding: Original Sheet No. 70A

GENERAL TERMS AND CONDITIONS

(Continued)

(3) A shipper will be deemed creditworthy if (i) its long-term

unsecured debt securities are rated at least BBB by Standard & Poor's

Corporation ("S&P") or Baa2 by Moody's Investor Service ("Moody's") and

(ii) Shipper's short term and long term outlook opinion is Stable or

Positive from S&P or Moody's and (iii) the net present value of the sum

of reservation fees, utilization fees and any other associated fees,

for the contract term is less than 3% of Shipper's tangible net worth.

As used in this section, tangible net worth means the excess of assets

over liabilities from an accounting standpoint, which is also known as

capital. For example, in the case of a corporation, tangible net worth

is the sum of the capital stock, paid-in capital in excess of par or

stated value, and other free and clear equity reserve accounts less

goodwill, patents, unamortized loan costs or restructuring costs and

other intangible assets. In the event Shipper is rated by multiple

agencies, the lower rating applies. A Shipper that is not rated by S&P

or Moody's may use its parent's rating if a guarantee acceptable to

Transporter is provided. If the Shipper has multiple Service Agreements

with Transporter, then Transporter will use the total of all such

Service Agreements, including any PALS transactions, to determine

Shipper's creditworthiness.

(4) If Shipper does not meet the criteria described above then

Shipper may request Transporter to evaluate its creditworthiness based

upon the level of its current and requested service. Transporter will

base its credit appraisal upon an evaluation of the following

information and credit criteria:

(i) S&P and Moody's opinions, watch alerts, and rating

actions.

(ii) Consistent financial statement analysis by Transporter

to determine the acceptability of Shipper's current and future

financial strength. Shipper's balance sheets, income

statements, cash flow statements and auditor's notes will be

analyzed along with key ratios and trends regarding liquidity,

asset management, debt management, debt coverage, capital

structure, operational efficiency and profitability.

(iii) Results of bank and trade reference checks and credit

reports must demonstrate that a Shipper is paying its

obligations in a timely manner.