STATEMENT OF NEGOTIATED RATES
2008, in excess of seventeen million dollars ($17,000,000) will be applied against Shipper's throughput commitment hereunder for service
during the period commencing on January 1, 2009 and ending on December 31, 2010. Notwithstanding the foregoing, in the event that Shipper
terminates the firm FTS Agreement: (aa) on or before March 1, 2006, then Shipper shall not be obligated for the throughput commitment or
commitment to make further payments to Transporter pursuant to clauses (ii) and (iii) above; and (bb) after March 1, 2006 but before February
1, 2007, then Shipper shall not be obligated for the throughput commitment or commitment to make further payments to Transporter pursuant to
clause (iii) above. In no event shall Transporter be obligated to refund monies to Shipper.
In the event that (i) Transporter has not completed the facilities necessary to provide service under the FTS Agreement to the West County
Energy Center on or before July 1, 2008, and (ii) the conditions precedent set forth in Paragraphs 7(B)(i), 7(B)(ii), 7(B)(iv) and 7(B)(vi) of
the precedent agreement between Transporter and Shipper related to the FTS Agreement have been satisfied or waived by the dates set forth in
such paragraphs, then commencing on (aa) July 1, 2008 and continuing through July 31, 2008, Shipper's Throughput Commitment obligations set
forth above for any quantities not actually transported shall be reduced by $50,000 per day for each day Transporter is not capable of
delivering gas to the West County Energy Center under the Service Agreement, and (bb) August 1, 2008, Shipper's Throughput Commitment
obligations set forth above for any quantities not actually transported shall be reduced by $190,000 per day for each day Transporter is not
capable of delivering gas to the West County Energy Center under the Service Agreement, but in no event shall Shipper's Throughput Commitment
be less than ten million dollars ($10,000,000). In no event shall Transporter be obligated to refund monies to Shipper. The reductions in
Throughput Commitment provided for in this Paragraph shall not apply unless and until Shipper's West County Energy Center is capable of
receiving and utilizing gas for the purpose of testing its gas-fired turbines. In addition, in the event that the West County Energy Center
is not capable of receiving and utilizing gas for the purpose of testing its gas-fired turbines by July 1, 2008, then the July 1, 2008 date
set forth above for the reduction in Throughput Commitment in this Paragraph shall be extended by the same number of days by which the
capability of receiving and utilizing gas for testing the gas-fired turbines at the West County Energy Center extends beyond July 1, 2008.
If, at any time after the date service commences under the Service Agreement and thereafter during the term of this Agreement, Transporter is
collecting its effective maximum Recourse Rates subject to refund under Section 4 of the Natural Gas Act as amended ("NGA"), Transporter shall
have no refund obligation to Shipper even if the final maximum recourse rates are reduced to a level below the Negotiated Rates provided
herein. Shipper's right to receive credits relating to Transporter's penalty revenue or other similar revenue, if any, applicable to
transportation service on Transporter's system shall be governed by Transporter's Tariff and any applicable FERC orders and/or regulations.
4/ This negotiated rate agreement does not deviate in any material respect from the Form of Service Agreement contained in Transporter's Tariff.
5/ This negotiated rate is available at all points on an interruptible basis.
6/ Applicable agreements as defined in footnote 3 includes those agreements numbered 9000016 (ITS), 9000305 (PALS), 9000306 (PALS), 9006626
(ITS), 9007448 (PALS), 9013446 (ITS), and 9031061 (PALS).
7/ (A) Regulatory Approval: Transporter shall make a filing with the FERC for approval to implement the Negotiated Rates set forth herein
pursuant to the NGA, the FERC's regulations promulgated under the NGA, and the FERC's Statement of Policy Alternatives to Traditional Cost
of Service Ratemaking for Natural Gas Transporters and Regulation of Negotiated Transportation Service of Natural Gas Transporters issued
January 31, 1996, in Docket Nos. RM95-6-000 and RM96-7-000. This Agreement and the Negotiated Rates set forth herein shall not apply to
service under the Service Agreement unless and until the FERC approves such filing without condition and/or modification.
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