Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 05/01/2000, Docket: RP00- 229-000, Status: Effective

Fifth Revised Sheet No. 405B Fifth Revised Sheet No. 405B : Effective

Superseding: Fourth Revised Sheet No. 405B

GENERAL TERMS AND CONDITIONS (continued)

5.3 Reservation Payments

For service that Bidder does not propose to commence within sixty (60) days

after the close of the open season, Transporter, in its determination of the

NPV of a bid, will consider all non-refundable reservation payments proposed

to be paid by the Bidder, if awarded the capacity, related to the period

prior to when the service commences, provided that the proposed reservation

payment is not less than the value of two (2) months of the proposed service.

In the event a Bidder does not submit a bid with a successful NPV or submits

a bid that is otherwise unsatisfactory to Transporter, Bidder shall have no

obligation to tender any reservation payments to Transporter. For a Bidder

proposing a reservation payment with its bid, the NPV calculated for the bid

may not exceed the NPV cap set forth in Section 5.2.

5.4 Electronic Contracts

Within two (2) business days after the close of the open season, Transporter

shall post a notice on PASSKEY identifying the Successful Bidder(s), if any,

along with the NPV analysis that it employed in determining the successful

bid. The notice shall constitute Transporter's contractual signature

signifying an acceptance of Bidder's bid and shall consummate a binding

contract between the parties. Transporter shall also electronically transfer

to the Successful Bidder(s) via PASSKEY (or via another medium if the

Successful Bidder(s) is not connected to PASSKEY) the applicable Service

Agreement, as set forth in Transporter's FERC Gas Tariff, with the agreed

upon terms and conditions contained therein. Within fifteen (15) days after

the Service Agreement is electronically transferred to the Successful

Bidder(s), the Successful Bidder(s) shall execute on-line the Service

Agreement. If a Successful Bidder(s) fails to execute on-line the Service

Agreement, or return via facsimile an executed Service Agreement to

Transporter within fifteen (15) days after such Service Agreement is

electronically tendered, Transporter may in its discretion determine that

such bid(s) remains binding pursuant to the electronic contract, or determine

that such contract(s) has been terminated pursuant to the provisions of

Section 5.5. If such contract(s) is so terminated, Transporter shall be

entitled to collect and retain any Reservation Payments offered by Bidder(s)

pursuant to Paragraph 5.3.

5.5 Binding Nature of Bids

All bids received during the open season remain binding on all Bidders

through the end of the open season unless withdrawn by the Bidder through the

same medium on which its bid was submitted; provided, however, that a Bidder

may withdraw its previous bid and submit a bid with a higher NPV during the

open season, but neither Bidder (nor an affiliate of Bidder) may submit a bid

with a lower NPV. At the end of the open season, all bids either withdrawn

by the Bidder or not accepted by Transporter as set forth in Section 5.4

above shall become null and void. If the Successful Bidder does not execute

the Service Agreement pursuant to the procedures provided in Section 5.4,

Transporter may, pursuant to such procedures, elect to offer the capacity to

the next acceptable