Empire Pipeline, Inc.

Original Volume No. 1

Effective Date: 12/10/2008, Docket: CP06-5-010, Status: Effective

Original Sheet No. 120 Original Sheet No. 120

GENERAL TERMS AND CONDITIONS

2. QUALIFICATION FOR SERVICE (Cont'd.)

C) as an alternative to (A) and (B), in a form

and of a value mutually agreeable to

Transporter and Shipper.

(ii) Should a non-creditworthy Shipper desire to earn

interest on cash collateral required pursuant to the

terms and conditions hereof, a non-creditworthy

Shipper shall provide written notice thereof to

Transporter. Where Transporter receives such notice,

Transporter will pay interest, less any bank fees, on

the amount of cash collateral received. The interest

rate shall be equal to the actual rate earned by

Transporter for any time period that such cash

collateral is on deposit. Shipper shall not be

entitled to earn interest on advance payments.

(iii) In the event that Shipper has failed to provide

adequate security as provided herein or to pay any

nondisputed obligations, the Transporter can take

title, at no cost, to any payments owed Shipper by

Transporter, up to the amount of any unpaid, non-

disputed obligations the Shipper owes Transporter.

(f) New Facilities. Notwithstanding anything to the contrary in

this Tariff, if the service requested by Shipper would

require the construction of lateral or other non-mainline

facilities by Transporter, Transporter may require (i) of a

non-creditworthy Shipper, security for a value up to the

cost of such facilities, with respect to Shipper's

reimbursement obligations under Section 11.1 (if any) and,

in addition to any security required by Subsection 2.2(e),

Shipper's obligations under its service agreement, and (ii)

of a creditworthy Shipper, a commitment to provide the

security identified in clause (i) of this Subsection 2.2(f)

in the event Shipper becomes non-creditworthy. In no event

shall the amount of the security exceed the cost of the

facilities, and in the event facilities are to be

constructed to accommodate more than one shipper, such

amount shall not exceed the cost of the facilities allocable

to Shipper. This tariff does not govern the security

requirements applicable to mainline facility projects.