Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 05/09/2007, Docket: RP07-396-001, Status: Effective

Substitute Fifth Revised Sheet No. 324A Substitute Fifth Revised Sheet No. 324A : Effective

Superseding: Fourth Revised Sheet No. 324A

GENERAL TERMS AND CONDITIONS (continued)

10.5 Extension of Long Term Service Agreements Pursuant to the 1997 Stipulation and Agreement

in Docket No. RP93-151, et al. ("Restructuring Cost Settlement") -

Unless Transporter and Shipper expressly agree otherwise in Shipper's service

agreement(s), the following procedure shall govern the extension of long term service

agreements for Shippers receiving firm service from Transporter pursuant to Part 284

of the Commission's regulations as of October 23, 1996, and whose long term service

agreements are listed in Appendix F of the Restructuring Cost Settlement ("Appendix F

Agreement"):

(a) Upon written notice given no later than twelve months before expiration of

the current term of its Appendix F Agreement(s) in effect as of October

23, 1996, Shipper may elect to either terminate the Agreement or to extend

the term of the Agreement. If Shipper elects to extend the Appendix F

Agreement, Shipper may elect a term of less than or equal to five years

("Primary Extended Term") and for any Transportation Quantity thereunder,

up to the maximum daily quantity specified in Exhibit A to the Appendix F

Agreement at the time of Shipper's election of the Primary Extended Term.

(b) Upon written notice given no later than twelve months before expiration of

the Primary Extended Term of its Appendix F Agreement(s), Shipper may

elect to either terminate the Agreement or to extend the term of the

Agreement. If Shipper elects to extend the Appendix F Agreement, Shipper

may elect a term of less than or equal to five years ("Secondary Extended

Term") and for any Transportation Quantity thereunder, up to the maximum

daily quantity specified in Exhibit A to the Appendix F Agreement at the

time of Shipper's election of the Secondary Extended Term.

(c) Upon written notice given no later than twelve months before expiration of

the Secondary Extended Term of its Appendix F Agreement(s), Shipper may

elect to either terminate the Agreement or extend the term of the

Agreement. If Shipper elects to extend the Appendix F Agreement, the

extension shall be governed by the procedures set forth in Section 10.4 of

this Article III, subject to Section 10.5 (d) and (e) below.

(d) An extension of an Appendix F Agreement(s) pursuant to either Section

10.5(a) or 10.5(b) above shall be at the applicable maximum rates shown in

the Summary of Rates and Charges in Transporter's effective FERC Gas

Tariff; provided that such rates will be subject to the Rate Cap set forth

in Article VIII of the Restructuring Cost Settlement during the period

that such Rate Cap is in effect.

(e) Notwithstanding any provision to the contrary, any bid rate submitted

pursuant to Section 10.4(a) and (b) that is higher than the Rate Cap set

forth in Article VIII of the Restructuring Cost Settlement shall be deemed

to be a bid rate equal to the Rate Cap during the period that such Rate

Cap is in effect; and

(f) Notwithstanding anything to the contrary, a Shipper who continues service

pursuant to Section 10.4(d) shall retain its right of first refusal for

extensions through the Primary and Secondary Extended Terms of the

Appendix F Agreement(s).

11. Releases or Assignments of Firm Transportation Services - A Shipper (herein referred to

as "Releasing Shipper") under Rate Schedules FT-A, FT-G, FT-BH or FT-IL may notify

Transporter that Releasing Shipper desires to be relieved of all or a portion of its

maximum daily quantity as set forth in its then effective Transportation Service

Agreement. A release for the entire remaining term of the Releasing Shipper's service

agreement shall effect a permanent assignment. In the event of a permanent assignment,

the assignee ("Replacement Shipper") shall receive all contractual rights and obligations

associated with the released capacity, including any rights of extension or first refusal

associated with the assigned capacity.