Millennium Pipeline Company, L. L. C.

Original Volume No. 1

Effective Date: 11/01/2009, Docket: RP10-17-000, Status: Effective

First Revised Sheet No. 80 First Revised Sheet No. 80

Superseding: Original Sheet No. 80

GENERAL TERMS AND CONDITIONS

(Continued)

(2) If Shipper intends to exercise its right of first refusal as

described at paragraph (1) above, Shipper will notify Transporter

through Transporter's EBB of that intent at least six months before the

termination date of its Service Agreement.

(3) In the event that Shipper provides Transporter with a six-

month notice of intent to exercise its right of first refusal,

Transporter will promptly post on its EBB the information described in

Section 4.2 below, Transporter will begin accepting bids from any

prospective Shipper, for all or a portion (volume but not geographic

portion) of the service rights under the existing Shipper's long-term

Service Agreement, at least five months prior to the termination of such

Service Agreement, and for the posting time periods set forth in Section

4.2(a) below.

(4) If Transporter receives an offer for all or a portion

(volume but not geographic portion) of the service rights under

Shipper's long-term Service Agreement, that satisfies the minimum price

and terms specified by Transporter in its sole discretion as provided in

Section 4.2(a) below, Transporter, within two business days after the

last day for receiving offers, will notify Shipper through the EBB of

the offer having the greatest economic value to Transporter. For

purposes of comparing the respective values of offers that meet

Transporter's minimum terms and conditions under this section,

Transporter will evaluate all bids in accordance with the criteria set

forth at Section 4.2(c) below. If Shipper elects to match the offer,

Shipper will notify Transporter of such election through the EBB within

15 days after receiving Transporter's notice and must execute a new

Service Agreement matching the offer prior to the termination of the

existing long-term Service Agreement. The highest rate that Shipper

must match to continue such service is the Recourse Rate. If no

acceptable offers meeting Transporter's minimum terms are received,

Shipper may, consistent with the terms of this Tariff, continue to

receive service (i) on a month-to-month basis or for such other term and

rate agreed to by Transporter and Shipper, or (ii) at the applicable

Recourse Rate for a term to be specified by Shipper. Shipper continuing

under either (i) or (ii) retains its right of first refusal, if it is

under a Service Agreement with a term of 12 or more consecutive months

of service, at the applicable Recourse Rate for that service.