Kinder Morgan Louisiana Pipeline LLC

Original Volume No. 1

Effective Date: 03/01/2009, Docket: RP09-257-000, Status: Effective

Original Sheet No. 217 Original Sheet No. 217

GENERAL TERMS AND CONDITIONS

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(2) KMLP's term sheet shall contain any and all

terms of the bid but shall not identify the bidder; provided, however,

such bid sheet shall indicate if the best bid was submitted by an

affiliate of KMLP. Except for the providing of such term sheet to the

existing Shipper, all terms and conditions of any bid and the identity

of the bidder shall remain confidential; provided that the Commission

may on request have access to such information on a confidential

basis.

(3) The existing Shipper shall have two (2) weeks

to notify KMLP whether or not it desires to match the best bid. To

match the best bid, the existing Shipper must agree to both a price

(up to the applicable maximum rate or Recourse Rate) and a term which

at least equals the bid on all or any portion of the service the

existing Shipper desires to retain; provided, however, that if the

existing Shipper seeks to retain only a portion of its MDQ, the

analysis of whether the existing Shipper has matched the best bid may

take into account the MDQ requested under the best bid relative to the

MDQ the Original Shipper seeks to retain.

(e) (1) If the existing Shipper matches the best bid,

it shall be entitled to continuation of service and shall be obligated

to sign an Agreement tendered by KMLP which reflects the best bid or

any counteroffer by the existing Shipper which matches such best bid.

(2) If the existing Shipper fails to match the

best bid, the existing Agreement shall terminate at the end of its

term and service to the existing Shipper shall be automatically

abandoned.

(3) Submission of a bid shall be binding on the

bidder. The bidder submitting the best bid shall be obligated to sign

an Agreement reflecting its bid if the existing Shipper fails to

match. Nothing herein shall preclude negotiation of a more acceptable

Agreement by mutual consent of KMLP and such bidder; provided,

however, that service may not be agreed upon under terms and

conditions less favorable to KMLP than the best bid without providing

the existing Shipper an additional opportunity to match such revised

terms and conditions.

(f) KMLP shall notify the existing Shipper if no

qualified bid is received within one (1) week after the end of the ten

(10) day period the Capacity Announcement is posted. In the absence of

a qualified bid, the rate (within applicable maximums and minimums)

and the term for continued service shall be negotiated between KMLP