Trunkline LNG Company, LLC

Second Revised Volume No. 1-A

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Effective Date: 08/01/2009, Docket: RP09-799-000, Status: Effective

First Revised Sheet No. 104 First Revised Sheet No. 104

Superseding: Original Sheet No. 104

GENERAL TERMS AND CONDITIONS

(Continued)

11. RIGHT OF FIRST REFUSAL

11.1 TLNG shall continue to provide firm service pursuant to a

Long-Term Agreement beyond the term specified in such

Agreement if:

(A) The Long-Term Agreement is extended according to its

terms; or

(B) Shipper exercises its Right of First Refusal pursuant

to Section 11.2.

11.2 The Right of First Refusal process shall apply to a Long-

Term Agreement for firm service that (1) is in effect

prior to August 1, 2000; or (2) commences on or after

August 1, 2000 and Shipper has agreed to pay the Maximum

Rate or a Negotiated Rate which equals or exceeds the

Maximum Rate applicable for the service, or, if the

service is not available for twelve (12) consecutive

months, the Long-Term Agreement is for more than one year

and provides for service at the Maximum Rate or a

Negotiated Rate which equals or exceeds the Maximum Rate

applicable to the service; or (3) commences on or after

August 1, 2000, Shipper has agreed to pay a Negotiated

Rate, and TLNG has agreed to afford Shipper a Right of

First Refusal. Shipper may exercise its Right of First

Refusal as follows:

(A) If TLNG receives an acceptable offer for all or any

portion of the capacity used to provide service under

Shipper's Long-Term Agreement, TLNG shall notify

Shipper of such offer and its terms no later than six

(6) months prior to the expiration of the primary

term of the Long-Term Agreement.

(B) Shipper shall be permitted to designate an MCSC/MDQ

less than its existing MCSC/MDQ which Shipper wishes

to retain under the Right of First Refusal.

(C) Shipper shall respond to TLNG within thirty (30) days

after TLNG's notification whether it will match the

economic value of the offer for the level of service

Shipper wishes to retain as defined in this Section

11.2; provided that for purposes of the value

comparisons under this Section, the rate utilized

shall not exceed the Maximum Rate that can be charged

the Shipper for its existing service.

(D) If Shipper agrees to match the economic value of such

offer for the MCSC/MDQ Shipper wishes to retain,

Shipper shall execute a new Service Agreement

matching the economic value of the offer within

thirty (30) days after TLNG tenders the Service

Agreement to Shipper.