Millennium Pipeline Company, L. L. C.

Original Volume No. 1

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Effective Date: 07/01/2009, Docket: RP09-633-000, Status: Effective

First Revised Sheet No. 359 First Revised Sheet No. 359

Superseding: Original Sheet No. 359

GENERAL TERMS AND CONDITIONS

(Continued)

35. RETAINAGE

35.1 In General. Retainage, as defined at Section 1 of the General Terms

and Conditions, shall apply to Rate Schedules FT-1, FT-2, HT-1, BH-1 and IT-1

(the Applicable Rate Schedules). The amount of such Retainage shall be

determined based upon the Retainage percentage, as set forth at Sheet No. 7

of this Tariff, which sheet includes the following Retainage percentage:

Transportation Retainage (hereinafter the "Retainage percentage").

Transporter may file to adjust the Retainage percentage on an annual basis or

at such other times as Transporter in its reasonable discretion determines

necessary based upon operating or other conditions, to take into account both

prospective changes in Retainage requirements and unrecovered Retainage

quantities from the preceding period for transportation. That Retainage

adjustment shall be effected by means of a Retainage Adjustment Mechanism

filing ("RAM"), which shall be filed with the Commission (i) annually on or

before March 1 to become effective April 1 ("Annual RAM Filing"), and (ii) at

such other times as required by operating or other conditions, to become

effective 30 days after filing ("Periodic RAM Filing").

Notwithstanding the foregoing, where it is determined that

transportation service is rendered entirely by backhaul or displacement, the

Backhaul Retainage percentage, as set forth at Sheet No. 6 of this Tariff,

shall apply in lieu of the otherwise applicable Retainage percentage. The

Backhaul Retainage percentage shall be calculated in the Annual RAM Filings,

and any Periodic RAM Filings, and shall not include compressor fuel.

35.2 Transporter's RAM Filing. Annually, or at such other times as

Transporter in its reasonable discretion determines necessary based upon

operating or other conditions, Transporter shall adjust the Retainage

percentages, to take into account both prospective changes in Retainage

requirements and unrecovered Retainage quantities from the preceding period

as described at Section 35.4 below for transportation. That Retainage

adjustment shall be effected by means of a Retainage Adjustment Mechanism

filing (RAM), which shall be filed with the Commission (i) annually on or

before March 1 to become effective April 1 (Annual RAM Filing), and (ii) at

such other times as required by operating or other conditions, to become

effective 30 days after filing (Periodic RAM Filing).

35.3 Accounting for Activity. Transporter will account for all under or

over recovered company-use, lost and unaccounted-for quantities in Account

No. 186.

35.4 Retainage Percentage. The two Retainage percentages, as adjusted by

Transporter through its RAM filings, shall each consist of the sum of (i)

the Current Retainage Percentage, and (ii) the Unrecovered Retainage

Percentage, calculated in the following manner for each of the Retainage

percentages, respectively: