Rockies Express Pipeline LLC (Entrega)

Second Revised Volume No. 1

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Effective Date: 09/01/2007, Docket: CP06-354-002, Status: Effective

Original Sheet No. 221 Original Sheet No. 221 : Effective

GENERAL TERMS AND CONDITIONS

17. OBTAINING FIRM CAPACITY, CONTRACT ROLLOVERS AND RIGHT OF FIRST REFUSAL

(Contd.)

17.2 ROLLOVERS (Contd.)

C. If Shipper and Transporter agree to rollover a Service

Agreement pursuant to this Section 17.2, the Right of First

Refusal procedure under Section 17.3 shall not be necessary.

Should Shipper secure a Right of First Refusal in an amended

Service Agreement that resulted from a rollover, Shipper

shall retain full rights to utilize such Right of First

Refusal as it may apply during the term of the amended

Service Agreement.

D. Foundation Shippers (defined as those Shippers which were

awarded Capacity of 500,000 Dth/Day or greater of MDQ, or

identified as such in the Rockies Express 2006 certificate

application) and Anchor Shippers (defined as those Shippers

which were awarded Capacity of at least 200,000 Dth/Day of

MDQ and up to 499,999 Dth/Day of MDQ, or identified as such

in the Rockies Express 2006 certificate application) shall

hold annual rollover rights, renewable for a one Year term,

to be effective after expiration of the initial term and

each subsequent term of the Foundation Shipper's or Anchor

Shipper's Service Agreement, which shall be applicable at

the same rate and quantity (or any portion of the quantity)

as set forth in the then-effective Service Agreement. A

Foundation Shipper or Anchor Shipper shall provide notice to

Transporter of its intent to extend the term of its Service

Agreement no later than six (6) Months prior to expiration

of the initial term and each subsequent term of its Service

Agreement.

17.3 RIGHT OF FIRST REFUSAL

A. Upon expiration or notice of termination from Transporter of

a firm service agreement with a term of twelve (12)

consecutive Months or greater at the maximum tariff rate, or

multi-Year seasonal maximum rate contracts for services not

offered for a full twelve (12) Months, Shipper shall have a

Right Of First Refusal (ROFR) to extend service under a new

service agreement, provided Shipper satisfies the credit

requirements under Section 13 of these General Terms and

Conditions. A Shipper paying a discounted rate or a

Negotiated Rate will not have the Right of First Refusal,

unless otherwise expressly agreed to in writing by

Transporter. The ROFR will not be applicable to interim

service agreements for entitlement association with: