Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 02/26/2009, Docket: RP09-282-000, Status: Effective

Fifth Revised Sheet No. 338 Fifth Revised Sheet No. 338

Superseding: Fourth Revised Sheet No. 338

GENERAL TERMS AND CONDITIONS (continued)

Any revenues received by Transporter from the Replacement Shipper

will be applied first to the reservation charge liability with

respect to the released capacity then to the usage charge

liability. If the Replacement Shipper fails to pay all or any

portion of any bill by the due date specified on the invoice, then

Replacement Shipper shall pay a Late Payment Charge calculated in

accord with Article VI, Section 2 of these General Terms and

Conditions. If Replacement Shipper's failure to pay has continued

for 30 days after payment is due, Transporter shall so notify

Replacement Shipper and Releasing Shipper within a reasonably

proximate time via e-mail and facsimile. If such failure to pay

continues for 30 days after payment is due and Transporter has

provided the Releasing and Replacement Shippers with at least

thirty (30) days notice that service will terminate for nonpayment,

Transporter may terminate the service agreement; provided, however,

that such service agreement will not terminate if Replacement

Shipper successfully exerts its rights under Article VI of these

General Terms and Conditions.

To the extent that the release is a non-permanent release and

Replacement Shipper's service agreement is past due, then

Transporter may send the Releasing Shipper an invoice for all

unpaid amounts up to the amount of the Releasing Shipper's

reservation charge plus interest calculated from the date the

unpaid amount was due from Replacement Shipper, net of any

security held for Replacement Shipper, provided that prior to

sending such invoice to Releasing Shipper, Transporter will either

terminate the Replacement Shipper's service agreement or initiate

the necessary legal steps to do so. Releasing Shipper shall

submit the payment to Transporter within ten days of receipt of

the invoice.

To the extent that Transporter suspends or terminates the

service of a Replacement Shipper pursuant to Article XXVIII,

Section 4.5, Transporter shall provide within a reasonably

proximate time notice to the Replacement Shipper and Releasing

Shipper via e-mail and facsimile.

(k) Any increase in Transporter's rates, charges and surcharges

shall remain the responsibility of the Releasing Shipper;

provided, however, that the Releasing Shipper may provide in its

Release Request for the rates, charges or surcharges for

released transportation rights to increase in accordance with

any such increases in Transporter's rates, charges and

surcharges. In either circumstance, any refunds of any rates or

charges ordered by the FERC shall be paid to the Replacement

Shipper either by Transporter or by Releasing Shipper depending

on which entity (the Transporter or Releasing Shipper) received

the proceeds of the excessive rate; provided, however, for

releases that become effective on or after July 30, 2008, any

rate paid by a Replacement Shipper in any capacity release

transaction with a term of one (1) year or less which is not

subject to the maximum rate cap is deemed to be a final rate and

is not subject to refund.

(l) The Replacement Shipper's service under a release shall be

subject to and governed by the terms and conditions of the

Releasing Shipper's Service Agreement and governing rate schedule

and the Service Agreement executed by Replacement Shipper under

Section 11.6 (i).