Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 03/01/2003, Docket: GT02- 35-007, Status: Effective

Third Revised Sheet No. 366B Third Revised Sheet No. 366B : Effective

Superseding: Second Revised Sheet No. 366B

GENERAL TERMS AND CONDITIONS (continued)

5.1 The costs for the Construction of the Tap Facilities or Tap and Connecting

Facilities;

5.2 The incremental throughput and/or revenues attributable to the Tap

Facilities or Tap and Connecting Facilities;

5.3 The incremental operating and maintenance expenses attributable to the Tap

Facilities or Tap and Connecting Facilities;

5.4 The incremental administrative and general expenses attributable to the

Tap Facilities or Tap and Connecting Facilities;

5.5 The incremental tax expenses attributable to the Tap Facilities or Tap and

Connecting Facilities;

5.6 The marketability of the capacity associated with the Tap Facilities or

Tap and Connecting Facilities;

5.7 The location of the markets associated with the Tap Facilities or Tap and

Connecting Facilities;

5.8 The interruptible versus firm nature of the transportation service;

5.9 The availability of capital funds on terms and conditions acceptable to

Transporter;

5.10 The time value of money;

5.11 The increased system or operational reliability;

5.12 The increased access to new supplies or markets;

5.13 The increased flexibility.

6. In the event Transporter enters into an agreement with Requesting Party under

Article XVII, Section 5.2, or Transporter agrees to pay for all or part of the

cost for the construction of the Tap or Connecting Facilities and the Requesting

Party is deemed uncreditworthy by Transporter, then in accordance with Article

XXVIII, Section 4.9, Transporter may require an irrevocable letter of credit, or

other mutually agreeable form of credit, from Requesting Party in an amount up

to the cost, including Related Costs, of the Tap or Connecting Facilities until

Transporter has been reimbursed for the cost of the facilities. Such credit

assurance may be requested at any time prior to in-service of the facilities or

thereafter to the extent mutually agreed to as a condition of the construction.

7. Transporter shall not use the costs for the Construction of the Tap Facilities

or Tap and Connecting Facilities incurred and reimbursed under any agreement

pursuant to Section 4 above as either revenues or costs in establishing its

general system rates.

8. Nothing herein shall require Transporter to file an application for a certificate

of public convenience and necessity under Section 7(c) of the Natural Gas Act;

provided further, nothing in this Article shall prevent Transporter from

contesting an application for service filed pursuant to Section 7(a).