Wyckoff Gas Storage Company, LLC

Original Volume No. 1

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Effective Date: 12/31/9999, Docket: RP09- 444-000, Status: Accepted

Original Sheet No. 7 Original Sheet No. 7

7. RIGHT OF FIRST REFUSAL

(a) Transporter may discontinue service to a shipper at the

end of the primary term or any renewed term of the Shipper’s FSS

Service Agreement unless the Shipper exercises any applicable right of

first refusal in the Shipper’s FSS Service Agreement. If Shipper’s FSS

Service Agreement includes such a right, it may retain its capacity by

matching the best bid for the capacity offered to Transporter during an

open season conducted pursuant to Section 3.1 of the General Terms and

Conditions by a qualified successor Shipper which satisfies the

creditworthiness criteria set forth in Section 17 of the General Terms

and Conditions. Transporter shall retain its right to require a minimum

rate for bids during any such open season. In determining which bid for

the capacity is the highest, Transporter will use the net present value

(“NPV”) formula set forth in the Open Season Notification.

(b) Upon expiration of the open season, Transporter will

communicate the terms of the highest bid received from a qualified

successor Shipper to the current capacity holder, who may elect, within

ten (10) business Days or such greater time as Transporter may specify

to execute a renewal FSS Service Agreement upon the same terms as the

highest bid. If the current capacity holder does not elect to match the

terms of such highest bid, its FSS Service Agreement will expire at the

conclusion of its term, and Transporter may enter into a new FSS

Service Agreement with the qualified successor Shipper who submitted

the highest bid.

(c) If, during the open season, Transporter receives no bids

or rejects all bids, Transporter and the current Shipper may negotiate

for continuation of service under mutually satisfactory rates, terms,

and conditions. In no event, however, will such continued service be

provided at a rate lower than the highest rate bid by a qualified

prospective successor Shipper during the open season.

8. EXPIRATION OF TERM

(a) Prior to the expiration of any primary term or renewed

term of Shipper’s FSS Service Agreement, Shipper shall withdraw all

Working Gas quantities held by Transporter for Shipper’s Account. If

Shipper fails to withdraw such Working Gas by the end of the term or

within sixty (60) days of termination, then Transporter may take, free

and clear of any adverse claims or obligation to Shipper, title to such

Working Gas quantities as Shipper was required to withdraw.

(b) Shipper shall eliminate any outstanding Storage Balance

within sixty (60) Days of termination of its FSS Service Agreement. If

Shipper fails to eliminate such balance, any positive Storage Balance

remaining after sixty (60) Days of termination will be cashed out at

50% of lowest Minimum Daily Gas Index calculated during the sixty (60)

Day period, and any negative Storage Balance remaining after sixty (50)

days will be cashed out at 120% of the highest Maximum Daily Gas Index

calculated during the sixty (60) Day period.

9. GENERAL TERMS AND CONDITIONS

All of the General Terms and Conditions are applicable to this

Rate Schedule and are hereby made a part hereof.