Mississippi Canyon Gas Pipeline, LLC

First Revised Volume No. 1

Effective Date: 04/14/2010, Docket: RP10-604-000, Status: Effective

First Revised Sheet No. 110 First Revised Sheet No. 110

Superseding: Original Sheet No.110

GENERAL TERMS AND CONDITIONS (cont'd)

resolution of a Good Faith Dispute (overpaid amount), interest on

the unpaid or overpaid amount shall accrue at a rate equal to the

lesser of the rate then set forth in Section 154.501 of the

Commission's Regulations or the highest amount allowed by law from

the date payment was due, pursuant to Section 14.2, or made until

payment to Transporter or refund to Shipper is made.

14.4 Failure to Pay:

If, except in the case of a Good Faith Dispute, Shipper fails to

make payment to Transporter pursuant to Section 14.2, and such

failure to make payment continues for twenty (20) days or more,

Transporter may suspend the further transportation of gas under

Shipper's Transportation Agreements upon ten (10) days' prior

written notice to Shipper, and the Commission, but the exercise of

such right shall be in addition to any other remedy available to

Transporter. In such circumstance, the provisions of subsection

7.3 (c) of these General Terms & Conditions shall not apply.

14.5 Good Faith Dispute:

If Shipper, in good faith, disputes the amount due Transporter on

a billing statement, Shipper shall provide a description and

supporting documentation of its position and timely submit payment

of the amount it states is due Transporter. Transporter shall

apply such payment in accordance with Shipper's documentation.

Shipper agrees that Transporter's acceptance of a partial payment

does not waive Transporter's right to full payment after

resolution of the disputed invoice in the future. Shipper and

Transporter shall use all reasonable efforts to resolve the

dispute; provided, however, if the resolution of the Good Faith

Dispute results in Shipper owing Transporter an additional amount,

then the provisions of Section 14.3 shall apply from the date

payment was due, pursuant to Section 14.2, until payment of the

additional amount is made. The provisions of Section 14.6 shall

not apply in the case of a Good Faith Dispute.

14.6 Prepayment in the Event of Default:

Upon default in payment for a period in excess of twenty (20)

days, Transporter may require as a condition to the continuance or

recommencement of transportation services a deposit or other

acceptable credit arrangement in an amount equal to not more than

three estimated maximum monthly bills for transportation services.