Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 08/01/2009, Docket: RP09-737-000, Status: Effective

Eleventh Revised Sheet No. 356 Eleventh Revised Sheet No. 356

Superseding: Tenth Revised Sheet No. 356

GENERAL TERMS AND CONDITIONS (continued)

VI. PAYMENTS

1. Monthly payment date: Shipper (or other payor) shall pay Transporter, at a bank

designated by Transporter, so that payment is received and Transporter has

available funds within ten (10) calendar days from the receipt of the invoice

for the gas service purchased by Shipper during the preceding month and invoiced

by Transporter pursuant to the provisions of this Tariff or the gas service

contract. Transporter may extend the period for payment up to twenty-five (25)

days from receipt of invoice for a Shipper that is a foreign governmental entity

whose compliance with governmental statutes, rules or regulations require a

period longer than 10 days to process invoices. Transporter may require any

Shipper requesting an extended period for payment to provide certification that

Shipper is an entity of a foreign government. Shipper (or Payor) shall provide

Transporter (or Payee) with supporting documentation with any payment as well as

the appropriate invoice number on the payment(s). Transporter shall apply the

payment pursuant to the supporting documentation provided.

2. Remedies for nonpayment: Should Shipper fail to pay all of the amount of any

invoice as herein provided when such amount is due, Shipper shall pay a Charge

for Late Payment. Such Charge for Late Payment shall be determined by

multiplying (a) the unpaid portion of the invoice, by (b) the ratio of the number

of days from the due date to the date of actual payment to 365, by (c) the

interest rate determined in accordance with Section 154.501 of the Commission's

regulations. If such failure to pay continues for thirty (30) days after payment

is due and Transporter has provided Shipper and the FERC with at least thirty

(30) days notice that service will terminate due to the non-payment, Transporter

in addition to any other remedy it may have under the service contract may

terminate the service contract; provided, however, that if Shipper in good faith

disputes the amount of any such invoice or part thereof and shall pay to

Transporter such amounts as it concedes to be correct in addition to providing

such remittance detail and documentation identifying the basis for the dispute;

and, at any time within thirty (30) days after a demand made by Transporter,

shall furnish good and sufficient surety bond guaranteeing payment to Transporter

of the amount ultimately found due upon such invoice after a final determination

which may be reached either by agreement or judgment of the courts, as may be the

case, then Transporter shall not be entitled to terminate the gas service

contract until a default is made in the conditions of such bond; provided further

that should Shipper prevail on the dispute, Transporter shall reimburse Shipper

for the cost of the surety bond.

3. Adjustment of underpayment, overpayment or error in invoicing: If it shall be

found that Shipper has been overcharged or undercharged in any form whatsoever

under the provisions of this Tariff or the service contract and Shipper shall

have actually paid the bills containing such overcharge or undercharge, then

Transporter shall refund the amount of such overcharge and Shipper shall pay

the amount of any such undercharge. Refund or payment shall be with interest,

calculated in accord with Section 2 of this Article VI, assessed from the date

that payment under the bill with the overcharge or undercharge was due

Transporter. Any claim for an adjustment of an invoice shall include

documentation of the error.

NAESB Standard 3.3.15 (Version 1.8) states: Prior period adjustment time

limits should be 6 months from the date of the initial transportation invoice

and 7 months from date of initial sales invoice with a 3-month rebuttal

period, excluding government-required rate changes. This standard shall not

apply in the case of deliberate omission or mutual mistake of fact. Parties'

other statutory or contractual rights shall not otherwise be diminished by

this standard.