El Paso Natural Gas Company

Second Revised Volume No. 1A

Effective Date: 04/01/2010, Docket: RP10-454-001, Status: Effective

Second Revised Sheet No. 219O Second Revised Sheet No. 219O

Superseding: Substitute First Revised Sheet No. 219O

TRANSPORTATION GENERAL TERMS AND CONDITIONS

(Continued)

4. REQUESTS FOR SERVICES (Continued)

4.14 Right-of-First-Refusal (Continued)

(e) Transporter will notify the existing Shipper if there are no

competing offers or if no acceptable bid was received for all

or a portion of the contract quantity, pursuant to Section

4.14(d). Following such notification, the existing Shipper

and Transporter shall have ten Business Days in which to

mutually agree to acceptable terms for a new firm TSA.

(i) The existing Shipper is entitled to transportation

service under a new TSA upon the expiration of its

contract, if such Shipper agrees to pay the maximum

applicable tariff rate for all or a portion of the

contract quantity for which no acceptable bid was

received; however, to obtain a right-of-first-refusal,

Shipper must agree to a new TSA for all or a portion of

the contract quantity for which no acceptable bid was

received for a term of at least one Year. In the

alternative, Shipper may continue to receive service

under a new TSA if Transporter and Shipper mutually

agree within the ten Business Days to a discounted rate

and term. Transporter is not required to accept any

rate less than the maximum applicable tariff rate.

(ii) Should existing Shipper and Transporter fail to agree

within the ten Business Days, Shipper's right-of-first-

refusal shall terminate and Transporter will post the

capacity as available on its EBB.

(f) If a Shipper's TSA does not qualify for the right-of-first-

refusal under this Section 4.14, Transporter and any such

Shipper may mutually agree to include a right-of-first-

refusal clause in their agreement. To the extent Transporter

agrees to any such provision, it will do so on a not unduly

discriminatory basis. The contractual right-of-first-refusal

clause would allow the Shipper to exercise a right-of-first-

refusal using the procedures of this Section 4.

(g) In accordance with Section 8.1(k), no right-of-first-refusal

will apply to the firm capacity subject to the re-purchase

option associated with the East Valley Lateral described in

Docket No. CP06-57-000.