Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 03/01/2007, Docket: RP07-151-001, Status: Effective

Substitute Fourth Revised Sheet No. 368 Substitute Fourth Revised Sheet No. 368 : Effective

Superseding: Substitute Third Revised Sheet No. 368

GENERAL TERMS AND CONDITIONS (continued)

XIX. OFF-SYSTEM CAPACITY

1. From time to time, Transporter may enter into transportation and/or storage

agreements with other interstate and intrastate pipeline and storage companies

("off-system capacity"). In the event that Transporter acquires off-system

capacity, Transporter will use such capacity for operational reasons or to render

service for its Shippers. In the event that Transporter uses off-system capacity

to render service for its Shippers, it will only render service to Shippers on the

acquired capacity pursuant to Transporter's FERC Gas Tariff and subject to

Transporter's approved rates, as such tariff and rates may change from time to

time. In the event that off-system capacity used to render service to

Transporter's Shippers is subject to renewal limitations, as specified in a

provider's tariff and/or as provided by FERC regulation, Transporter will indicate

in any posting of capacity available for service any limitation to extension

rights that will apply as a result of limitations on the off-system capacity. For

purposes of transactions entered into subject to this Article XIX, the "Shipper

must have title" requirement is waived.

2. Third Party Charges. Notwithstanding the provisions of Section 1 above, if Shipper

and Transporter mutually agree, that Transporter shall, to provide service to

shipper, use service which Transporter has contracted for with third party(s)

pursuant to this Article XIX for the benefit of Shipper, Shipper shall pay

Transporter, in addition to any applicable rates and charges pursuant to

Transporter's FERC Gas Tariff, an amount up to the charges Transporter is obligated

to pay such third party(s), which charges may include, but are not limited to,

reservation and/or usage charges and surcharges, fuel and power charges or

retention, compression fees, balancing or storage fees, measurement fees,

processing fees, and/or facility charges. Such charges shall be set forth as

separate items on billings rendered to Shipper.

3. Any off-system capacity acquired by Transporter for the benefit of a Shipper which

is not used by such Shipper, shall be offered to Transporter's other Shippers

pursuant to Transporter's FERC Gas Tariff and subject to Transporter's approved

rates, including any applicable third party charges, as such tariff and rates may

change from time to time. Transporter will indicate in its posting of any off-

system capacity available for service, whether any third party charges will apply

to the use of such off-system capacity.