Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 11/01/2003, Docket: RP04- 3-001, Status: Effective

Sub First Revised Sheet No. 405E Sub First Revised Sheet No. 405E : Effective

Superseding: Substitute Original Sheet No. 405E

GENERAL TERMS AND CONDITIONS

5.9 Pre-Arranged Deals

Transporter may enter into a pre-arranged service agreement for

capacity that has been posted on PASSKEY with any customer provided

that Transporter will post the terms of the pre-arranged transaction on

PASSKEY under the conditions listed in Section 5.1 and other parties

will have the opportunity to acquire the capacity by submitting a bid

for the pre-arranged capacity which, if awarded, would have a higher

NPV to Transporter. Such NPV shall be determined pursuant to the

criteria set forth in Section 5.2 above. For the purpose of its

evaluation, Transporter may consider the aggregate of two or more bids

and award the available capacity to the combination of bids that result

in the highest NPV to the Transporter. If a party submits a bid with a

higher NPV to Transporter for this pre-arranged capacity, the customer

with the pre-arranged transaction will have a one-time right within 48

hours of notification to match the higher bid's NPV in order to obtain

the capacity. If the customer with the pre-arranged transaction elects

not to match a higher competing bid, the capacity will be awarded to

the highest bidder whose bid, if accepted, would have a higher NPV to

Transporter. If there is an open season ongoing for capacity,

Transporter will not enter into a pre-arranged deal for that capacity.

5.10 Prospective Sale of Available Capacity and Minimum Terms of Any Awards

Unless otherwise agreed to by Transporter, a Shipper can request

available capacity for a later start date only within the following

periods:

(i) For service for one year or longer, Transporter will only be

obligated to hold an open season provided the requested service

will commence no later than six months from the date the open

season closes;

(ii) For service for greater than 92 days but less than one year,

Transporter will only be obligated to hold an open season provided

the requested service will commence no later than 30 days from the

date the open season closes; and

(iii) For service for 92 days or less, the request must be for service

starting no later than five days from the date the request is

granted or an open season closes.

Any open season that will allow a variation from these defined periods

will define the variation in the posting. In addition, unless otherwise

agreed to by Transporter, all awards of capacity must be for continuous

service at a constant TQ for the entire term of the service and maximum

rates. If Transporter agrees to consider varying from the periods above

by conducting an open season then Transporter is still free to reject

bids meeting the previous minimum terms if the request is for less than

the period defined in the open season posting. Any deviations from

these time periods or minimum terms shall only be done in a not unduly

discriminatory manner consistent with Commission regulations.