Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Third Revised Sheet No. 349 Third Revised Sheet No. 349

Superseding: Second Revised Sheet No. 349

GENERAL TERMS AND CONDITIONS (continued)

(g) 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 12.6(i).

13. Assignment of Firm Transportation Capacity on Upstream Pipelines -

(a) Transporter will assign its upstream firm transportation capacity,

whether Part 284 or individually certificated (referred to as "upstream

capacity"), to its firm transportation and storage Shippers to the

extent necessary to provide capacity to such Shippers that desire

upstream capacity. Transporter shall not be required hereby to assign

firm capacity necessary to transport gas purchased by Transporter from

Great Plains Gasification Associates (or its successor), interruptible

capacity held by Transporter on upstream pipelines, firm capacity held

by Transporter on intrastate pipelines, or upstream exchange

transactions.

(b) All assignments pursuant to this Section 13 will be permanent and will be

effective on the date set forth in the Upstream Capacity Assignment

Agreement. Upon the effective date of such assignment, Transporter shall

be relieved of all rights and obligations associated with the assigned

upstream capacity, including but not limited to any and all charges, and

Transporter shall have no further liability of any kind with respect to

either the upstream capacity or the assignment; provided that with

respect to assignments of capacity held on project-financed pipelines

whose loan agreements require creditor approval of substitute shippers,

Transporter shall not be relieved of further liability with respect to

the upstream capacity or the assignment unless and until the project-

financed pipeline agrees to release the Transporter from such liability.

(c) Initial Assignments of upstream capacity shall occur hereunder pursuant

to 18 C.F.R. ? 284.242 during restructuring discussions in Docket No.

RS92-23 as provided in Section 13(e) ("Initial Assignment"). All Initial

Assignments pursuant to this Section 13(c) must be effectuated before

Transporter releases any capacity under the terms of an upstream

pipeline's capacity release mechanism contained in such upstream

pipeline's FERC Gas Tariff. If Transporter releases capacity under an

upstream pipeline's capacity release program, such capacity remains

available for permanent assignment; provided, however, that any release

made prior to the permanent assignment will remain in force for its term.

(d) Initial assignments of Transporter's upstream capacity shall be made in

the following manner:

i) Transporter will post on PASSKEY the following information: (1)

the upstream pipelines on which it holds firm capacity and the

firm capacity held; (2) the current rate; (3) the remaining

primary term; (4) relevant receipt and delivery point information;

and, (5) the quantity reserved by Transporter to fulfill its

limited sales service under Rate Schedule GS. This information

will be posted for a minimum twenty (20) day period commencing

November 2, 1992, during which time Shippers must submit written

requests or requests via PASSKEY for an assignment.

ii) To the extent Transporter receives more offers for specific

upstream firm transportation capacity than is actually available,

the capacity will be assigned based on the following priorities: