Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 09/01/2005, Docket: RP05-452-000, Status: Effective

First Revised Sheet No. 405.01 First Revised Sheet No. 405.01 : Effective

Superseding: 2nd Sub Original Sheet No. 405.01

GENERAL TERMS AND CONDITIONS (continued)

(d) Shipper is not operating under any chapter of the bankruptcy laws

and is not subject to liquidation or debt reduction procedures

under state laws. An exception for a Shipper who is a debtor in

possession operating under Chapter XI of the Federal Bankruptcy

Act will be made if Transporter is adequately assured that the

service billing will be paid promptly as a cost of administration

under the federal court's jurisdiction.

(e) Whether Shipper is subject to any lawsuits or judgments

outstanding which would seriously reflect upon the business

entity's ability to remain solvent.

(f) Whether Shipper has any delinquent balances outstanding for

services provided previously by Transporter and whether Shipper

has paid its account balances according to the terms established

in its service agreements and whether any deductions or payments

were withheld for claims not authorized by the service

agreements.

(g) Any other information obtained that is relevant to Shipper's

current and future financial strength.

4.4 Upon request of Transporter, Shipper shall furnish the information

required in Sections 4.1 and 4.2 above within three (3) business days.

Transporter shall not be required to perform or to continue service under

any Rate Schedule on behalf of any Shipper who is or has become insolvent

or who, at Transporter's request fails to demonstrate creditworthiness

and loses its creditworthiness status, as determined by Transporter,

unless the Shipper complies with Section 4.5 below. For purposes herein,

the insolvency of a Shipper shall be conclusively demonstrated by the

filing by Shipper or any parent entity thereof (hereinafter collectively

referred to as "the Shipper") of a voluntary petition in bankruptcy or

the entry of a decree or order by a court having jurisdiction in the

premises adjudging the Shipper bankrupt or insolvent, or approving, as

properly filed, a petition seeking reorganization, arrangement,

adjustment or composition of or in respect of the Shipper under the

Federal Bankruptcy Act or any other applicable federal or state law, or

appointing a receiver, liquidator, assignee, trustee, sequestrator (or

other similar official) of the Shipper or of any substantial part of its

property, or the ordering of the winding-up or liquidation of its

affairs, with said order or decree continuing unstayed and in effect for

a period of sixty (60) consecutive days.

4.5 In the event a Shipper becomes insolvent or loses its creditworthiness

status subsequent to the commencement of service on Transporter's system,

Transporter will notify Shipper via e-mail and facsimile stating that the

Shipper has lost its creditworthiness status. If Shipper is a

Replacement Shipper, within a reasonably proximate time notice will also

be sent to the Releasing Shipper via e-mail and facsimile. Within 10

days of such notice, Transporter will provide the non-creditworthy

Shipper a detailed written explanation of the reasons for such loss of

creditworthiness within 10 days of the Shipper's request for such

information and provide a recourse for Shipper to challenge such

determination. Regardless of whether Shipper is insolvent, has lost its

creditworthiness status or does not desire to continue service with

Transporter, Shipper shall continue to be liable for all charges due

under its service agreement and associated rate schedule. If the Shipper

desires to continue service with Transporter, Transporter will require

the Shipper to pay any outstanding balances due Transporter for services

rendered and provide adequate credit assurances in one of the forms set

forth below. The credit assurance elected must