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. 140 First Revised Sheet No. 140

Superseding: Original Sheet No. 140

GENERAL TERMS AND CONDITIONS

(Continued)

9.7 Balancing at Termination of Service Agreement. Following the termination

of a Service Agreement, or at Transporter's discretion in the event Shipper

fails to make prompt payment under Section 10 (Billing and Payment) of the

General Terms and Conditions, or if Transporter redetermines Shipper's

creditworthiness pursuant to Section 3.9 of the General Terms and Conditions,

Transporter may take the following steps:

(a) Shipper under that Service Agreement will be required to correct

any outstanding imbalance in receipts and deliveries within 60 days after

Transporter determines, and notifies Shipper, that such an imbalance exists,

or within such longer period of time agreed to by Shipper and Transporter

(the balancing period). Shipper will correct in-kind any undertender

imbalance by making arrangements upstream of Transporter for delivery to

Transporter to correct such undertender imbalance during the balancing

period. Shipper will correct in-kind any overtender imbalance by (i)

obtaining a Service Agreement (e.g., under the IT-1 Rate Schedule) from

Transporter pursuant to the terms of this Tariff, and scheduling to receive

such overtender imbalance quantities from Transporter under such service

agreement pursuant to the terms of this Tariff, or (ii) otherwise making

arrangements pursuant to this Tariff to dispose of its overtender imbalance.

If, after the end of the balancing period, Transporter determines that an

imbalance continues to exist in Shipper's account, Transporter will resolve

such imbalance as set forth below.

(b) If Transporter determines that it delivered quantities to or for

Shipper in excess of the quantities tendered to Transporter by or for

Shipper, Transporter will assess and collect from Shipper a penalty. Shipper

will pay Transporter a penalty for each Dth of such outstanding imbalance,

grossed up for the Retainage percentages applicable to Transporter's IT-1

Rate Schedule. The amount to be paid to Transporter by Shipper shall be the

sum of: (i) 150% of the Spot Market Price for the Month during which such

quantities are made up by Transporter multiplied by the applicable number of

replenishment dekatherms; plus (ii) the cost of transporting such quantities.

For the purposes of calculating Penalty Revenues pursuant to Section 19.6 of

the General Terms and Conditions, 100 percent of the Spot Market Price times

the applicable number of replenishment dekatherms will be retained by

Transporter. 50 percent of the Spot Market Price times the applicable number

of replenishment dekatherms shall be treated as Penalty Revenues as defined

in Section 19.6 of the General Terms and Conditions. Upon payment of such

charge, the imbalance shall be removed from Shipper's account.