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. 224 Original Sheet No. 224 : Effective

GENERAL TERMS AND CONDITIONS

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

(Contd.)

17.3 RIGHT OF FIRST REFUSAL (Contd.)

F. The Existing Shipper shall have the option to execute a

service agreement which matches the bid constituting the

highest economic unit value to Transporter, as determined

pursuant to Section 15.10 of these General Terms and

Conditions. Transporter will notify the Existing Shipper

within five (5) business Days of the best offer it must

match by tendering to such Shipper a Service Agreement. The

Service Agreement must be executed by the Existing Shipper

within fifteen (15) Days of Transporter's tender thereof.

Transporter is not required to accept an offer at less than

the maximum rate.

G. Where there are no bids or no acceptable bids for the

Capacity and the Existing Shipper agrees to pay the maximum

rate, service may be contracted for any term the Existing

Shipper chooses. Transporter shall notify the Existing

Shipper within five (5) Business Days that no bids or no

acceptable bids were received. Upon such notice, the

Existing Shipper shall have fifteen (15) Days (or such

extended period as may be mutually agreed between

Transporter and Shipper) to notify Transporter in writing

that it intends to exercise its option to continue receiving

service at the maximum rate. Such notice shall be binding

and shall include the extended term chosen by the Existing

Shipper for which it is willing to pay the maximum rate. If

the Existing Shipper fails to so notify Transporter within

the above-prescribed timeframe, the Right of First Refusal

shall expire. If the capacity is not renewed at maximum

rate, for a thirty-Day period after the expiration of the

Existing Shipper's ROFR right, Transporter may only renew

the Existing Shipper's Agreement at a value that exceeds the

Best Bid rejected by Transporter during the ROFR process.

Transporter is not required to accept an offer at less than

the maximum rate.

H. Any Shipper that acquires available Capacity according to

the Rollover or ROFR processes of this Section 17 will not

be required to repeat the bidding procedures outlined in

Section 17.1 of these General Terms and Conditions.

I. Any Agreement entered into pursuant to this Section 17 shall

be evaluated on a stand-alone basis hereunder for purposes

of determining whether it, in turn, is eligible for the

Right of First Refusal under this Section 17.