Empire Pipeline, Inc.

Original Volume No. 1

Effective Date: 04/21/2010, Docket: RP10-505-000, Status: Effective

First Revised Sheet No. 161 First Revised Sheet No. 161

Superseding: Original Sheet No. 160

GENERAL TERMS AND CONDITIONS

11. POLICY WITH RESPECT TO CONSTRUCTION OF FACILITIES

11.1 Except as provided in Section 11.2 herein, Shipper shall

reimburse Transporter (a) for the costs of any facilities

installed by Transporter with Shipper's consent to receive,

measure, transport or deliver natural gas for Shipper's account

and (b) for any and all filings and approval fees required in

connection with Shipper's Service Agreement that Transporter is

obligated to pay to the Commission or any other governmental

authority having jurisdiction. Any reimbursement due

Transporter by Shipper pursuant to this Section 11.2 shall be

due and payable to Transporter within ten (10) days of receipt

by Shipper of Transporter's bill(s) for same; provided, however,

subject to Transporter's consent such reimbursement, plus

carrying charges thereon, may be amortized over a mutually

agreeable period not to extend beyond the primary contract term

of the service agreement between Transporter and Shipper.

Carrying charges shall be computed utilizing interest factors

acceptable to both Transporter and Shipper.

11.2 Transporter may waive from time to time, at its discretion, all

or a portion of the facility cost reimbursement requirement set

forth in Section 11.1 if Transporter concludes that the revenues

generated by Shipper's service agreement will be adequate to

make construction of the facilities economical to Transporter.

Transporter shall post the circumstances under which such

waivers are granted on its website. Shipper's service agreement

may provide that a waiver of reimbursement hereunder will be

rescinded, and Shipper will be obligated to reimburse

Transporter for all or a specified portion of the facility cost

reimbursement requirement, if, at any time, Transporter

determines that Shipper is non-creditworthy, based on criteria

no more demanding than those set forth in Section 2.2(b). All

requests for waiver shall be handled by Transporter in a manner

which is not unduly discriminatory. For purposes of determining

whether a project is economical, Transporter will evaluate

projects on the basis of various economic criteria, which will

include the estimated transportation throughput, cost of the

facilities, operating and maintenance as well as administrative

and general expenses attributable to the facilities, the

revenues Transporter estimates will be generated as a result of

such construction,