Natural Gas Pipeline Company Of America

Seventh Revised Volume No. 1

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Effective Date: 04/18/2008, Docket: RP08-319-000, Status: Effective

Original Sheet No. 454 Original Sheet No. 454 : Pending

GENERAL TERMS AND CONDITIONS

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(d) (1) Within one (1) week after the end of the one

month period during which the Capacity Announcement is posted,

Natural shall convey to the original Shipper a term sheet for the

best bid (based on price and term) which would qualify for such

service in all respects (including meeting applicable credit

criteria), which is a bona fide bid and which Natural is willing

to accept. Natural may, but is not required to, accept any bid

which reflects a discount from the applicable maximum rate. In

assessing which is the best bid if more than one bid is received,

Natural shall apply the same capacity evaluation criteria as are

currently posted for that capacity (except that contract terms in

excess of five years shall not increase the value of any bid). If

a bid is received for a Negotiated Rate or Negotiated Rate Formula

pursuant to Section 49 of these General Terms and Conditions which

would result in a higher value for that bid than if the Recourse

Rate was used, the value of the bid shall be assessed utilizing

the Recourse Rate in lieu of the Negotiated Rate of Negotiated

Rate Formula consistent with said Section 49. In comparing bids

hereunder or in assessing rollovers under Section 22.2, Natural

shall not take into account as increasing the value of any bid any

separate amount paid, or which a Shipper agrees to pay, for the LN

and/or SW service option under Rate Schedule FTS, FFTS or FTS-G.

In addition, Natural shall not take into account as increasing the

value of any bid any amount paid, or which a Shipper agrees to

pay, for any surcharge from which the original Shipper is exempt

under Section 2.7 of these General Terms and Conditions or for

Supply Realignment Costs to the extent the Agreement for the

original Shipper is within the level of contract covered by

settlements as set out in Section 38.4 or 38.5 of these General

Terms and Conditions.

(2) Where firm capacity which is subject to the

Right of First Refusal was conditionally awarded pursuant to an

Early Open Season under Section 5.1(c)(2) of these General Terms

and Conditions, then the following conditions apply: (1) the

winning bid in the Early Open Season establishes a reserve price

for the Right of First Refusal, and (ii) the Shipper exercising

the Right of First Refusal must, to retain the capacity, match the

higher of the winning bid in the Early Open Season or the highest

bid received in the Right of First Refusal process. The fact that

capacity has been conditionally awarded in an Early Open Season

shall not impose on the existing Shipper any obligation to

exercise its Right of First Refusal at any earlier time than is

provided for in Section 22.3(b) of these General Terms and

Conditions.