Rockies Express Pipeline LLC (Entrega)

Second Revised Volume No. 1

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

Original Sheet No. 225 Original Sheet No. 225 : Effective

GENERAL TERMS AND CONDITIONS

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

(Contd.)

17.3 RIGHT OF FIRST REFUSAL (Contd.)

J. Each Foundation Shipper and each Anchor Shipper shall be

afforded a one-time ROFR to be effective after expiration of

the initial term of its Service Agreement(s), which shall be

applicable to any portion of the quantity (but not at the

same rate) set forth in the initial Service Agreement. A

Foundation Shipper or Anchor Shipper shall provide notice to

Transporter prior to the end of the initial term of the

applicable Service Agreement of its intent to exercise this

one-time ROFR, consistent with the notice provisions set

forth herein. Nothing in this Section 17.3J. shall be

construed to limit the rollover rights of any Foundation

Shipper or Anchor Shipper, as set forth under Section 17.2D.

of these General Terms and Conditions.

17.4 RIGHTS OF FOUNDATION SHIPPERS AND ANCHOR SHIPPERS ON ASSIGNMENT OR

CAPACITY RELEASE

A. A Foundation Shipper or Anchor Shipper shall retain its

status as a Foundation Shipper or Anchor Shipper, and its

attendant rights to the Foundation Shipper or Anchor Shipper

rate, the rollover rights in Section 17.2D and the one-time

ROFR in Section 17.3J., even if its Capacity drops below the

500,000 Dth/Day or 200,000 Dth/Day thresholds, respectively,

pursuant to an assignment of a Firm Transportation Service

Agreement, permitted by this Tariff or pursuant to a

permanent Capacity Release governed by this Tariff.

B. A Foundation Shipper or Anchor Shipper may transfer its

Foundation Shipper or Anchor Shipper status only in the

limited circumstance where all of its Firm Transportation

Service Agreements are permanently assigned or released, as

applicable, pursuant to the provisions of this Tariff, at

the same time to a single successor Shipper. With respect

to rate, this means that Transporter shall deem the

Foundation Shipper or Anchor Shipper Negotiated reservation

rate acceptable for purposes of the Foundation Shipper or

Anchor Shipper's assignment or permanent Capacity Release,

subject to any bidding requirements that apply under Section

15 of these General Terms and Conditions. No such

limitations apply to the transfer of the Foundation Shipper

or Anchor Shipper Negotiated reservation rate in temporary

Capacity Release.