Millennium Pipeline Company, L. L. C.

Original Volume No. 1

Effective Date: 12/22/2008, Docket: CP98-150-011, Status: Effective

Original Sheet No. 476 Original Sheet No. 476

GENERAL TERMS AND CONDITIONS

(Continued)

47. NEGOTIATED RATES.

47.1 Availability. Transporter and Shipper may mutually agree to a

Negotiated Rate for service under any Rate Schedule, provided Shipper has not

acquired its capacity as a temporary capacity release under Section 14

(Release and Assignment of Service Rights) of the General Terms and

Conditions.

47.2 Recourse Rate Availability. The Recourse Rate shall be available to

any Shipper that does not wish to mutually agree to a Negotiated Rate.

47.3 Limitations. This Section 47 does not authorize the negotiation of

terms and conditions of service.

47.4 Allocations/Interruptions Based on Price. Under any circumstances

where the allocation or interruption of capacity is determined by the rate

being paid (including pursuant to Sections 7 (Capacity Allocation) and 16

(Interruptions of Service) of the General Terms and Conditions), Shippers

paying more than the Recourse Rate will be considered to be paying the

Recourse Rate.

47.5 Capacity Release. The maximum price cap for the release of capacity

under a Negotiated Rate agreement shall be the Recourse Rate. Transporter and

a Releasor under Section 14 (Release and Assignment of Service Rights) of the

General Terms and Conditions may, in connection with their agreement to a

Negotiated Rate, agree upon payment obligations and crediting mechanisms in

the event of a capacity release that vary from or are in addition to those

set forth in General Terms and Conditions Section 14.8.

47.6 Right of First Refusal. The right of first refusal provided with

respect to certain Shipper's firm Service Agreements, as described in Section

4 (Auctions of Available Firm Service) of the General Terms and Conditions,

shall not apply to firm service agreements with Negotiated Rates.