Transwestern Pipeline Company, LLC

Third Revised Volume No. 1

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Effective Date: 10/23/2006, Docket: RP06-604-000, Status: Effective

First Revised Sheet No. 133 First Revised Sheet No. 133 : Effective

Superseding: Original Sheet No. 133

GENERAL TERMS AND CONDITIONS

(continued)

20. RIGHT OF FIRST REFUSAL

20.1 For any firm Shipper who has executed a Service Agreement in effect prior

to March 27, 2000 (grandfathered) which contains a term of one year or

longer, or for any Shipper who permanently replaces a Releasing

Shipper under a Service Agreement in effect prior to March 27, 2000

(grandfathered) which contained an original term of one year or longer, or

any firm transportation Shipper who has executed a Service Agreement on or after

March 27, 2000, which contains a term of one year or longer at the maximum

rate, the Shipper shall have a "right of first refusal (ROFR)" as specified below

with respect to the reservation of firm capacity upon termination of the

service agreement; except for any capacity that is already under contract to

a third party for a future period and that is expressly sold to Shipper

without a right of first refusal. If the Shipper does not notify Transporter

before the notification deadline in Section 20.3 below as to whether it

desires to extend the Service Agreement, then no right of first refusal shall

accrue to the Shipper. All available capacity shall be allocated under these

procedures, and Transporter will not maintain a firm transportation queue.

If Shipper's firm Service Agreement does not qualify for the right of first

refusal under this Section 20, Transporter and Shipper may mutually agree

otherwise to include ROFR rights on a not unduly discriminatory basis.

20.2 Nothing herein shall be deemed to prohibit the firm Shipper from negotiating

a new Service Agreement with the Transporter, nor from extending the term of

the Shipper's existing Service Agreement in accordance with the terms

thereof.

20.3 The Shipper will notify Transporter in writing as to whether it desires to

extend the Service Agreement at least six (6) months before the

expiration of Service Agreements with a term of two years or less, or

one year before the expiration of Service Agreements with a term exceeding

two years. If the Shipper does wish to extend its Service Agreement for a

mutually agreeable term, then the Transporter and Shipper will execute a new

Service Agreement. If the Shipper does not wish to so extend its Service

Agreement, then Transporter will, within ten business days, begin soliciting

bids from other parties, by posting notice of the available capacity, and all

pertinent data on Transporter's Website for a minimum of five business days.

20.4 Transporter shall include in its notice of available capacity:

A. the quantity (Dth/day)

B. the Primary Receipt and Delivery Points

C. the effective date the capacity is available

D. the deadline for submitting bids

E. whether Transporter is willing to consider bids at less than maximum

tariff rates for all or any portion of the capacity or term

F. the maximum tariff rate for the applicable capacity