Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 09/01/1996, Docket: RP96-312-002, Status: Effective

Substitute First Revised Sheet No. 219 Substitute First Revised Sheet No. 219 : Effective

Superseding: First Revised Sheet No. 219

NET-284 RATE SCHEDULE (continued)

3.2 Commodity Charge

For each month, the Commodity Charges shall be equal to the product

of (1) the sum of the Commodity Rates shown in the Summary of Rates

and Charges in Transporter's effective Tariff applicable to the rate

zone segments through which Shipper's gas is transported, multiplied

by (2) the quantity of gas delivered by Transporter to Shipper.

3.3 Surcharges

Surcharges shall be equal to the product of (1) all applicable

surcharges shown in the Summary of Rates and Charges in

Transporter's effective Tariff, multiplied by (2) the quantities

actually delivered by Transporter to Shipper at the Point of

Delivery.

3.4 Incidental Charges: In addition to the charges pursuant to Sections

3.1 -3.3 of this Rate Schedule, Transporter shall charge Shipper an

amount to recoup any filing or similar fees which Transporter incurs

in rendering service hereunder, which have not been previously paid

by Shipper. Transporter shall not use the amounts so collected

either as revenues or costs in establishing its general system

rates. The applicable Incidental Charges shall be stated in the

Service Agreement.

3.5 Notwithstanding any provision of Transporter's effective FERC Gas

Tariff to the contrary, Transporter and Shipper may mutually agree

in writing to rates, rate components, charges, or credits for

service under this Rate Schedule that differ from those rates, rate

components, charges, or credits that are otherwise prescribed,

required, established or imposed by this Rate Schedule or by any

other applicable provision of Transporter's effective FERC Gas

Tariff. If Transporter agrees to such differing rates, rate

components, charges, or credits (referred to hereinafter and in this

Tariff as "Negotiated Rates"), then the Negotiated Rate[s] shall be

effective only for the period agreed upon by Transporter. During

such period, the Negotiated Rate shall govern and apply to the

Shipper's service and the otherwise applicable rate, rate component,

charge, or credit, which the parties have agreed to replace with the

Negotiated Rate, shall not apply to, or be available to, the

Shipper. At the end of such period, the otherwise applicable

maximum rates or charges shall govern the service provided to

Shipper. Only those rates, rate components, charges, or credits

identified by Transporter and Shipper in writing as being superseded

by a Negotiated Rate shall be ineffective during the period that the

Negotiated Rate is effective; all other rates, rate components,

charges, or credits prescribed, required, established or imposed by

this Rate Schedule or Transporter's Tariff shall remain in effect.

Transporter shall make any filings at the FERC necessary to

effectuate a Negotiated Rate.