Tuscarora Gas Transmission Company

First Revised Volume No. 1

Effective Date: 07/01/2009, Docket: RP09-8-002, Status: Effective

Substitute Original Sheet No. 167 Substitute Original Sheet No. 167

Superseding: Original Sheet No. 167

GENERAL TERMS AND CONDITIONS

27. PREGRANTED ABANDONMENT & THE RIGHT OF FIRST REFUSAL (Continued)

27.5 Right of First Refusal. (Continued)

(i)Negotiation Procedures Between Transporter and Existing Shipper.

Transporter may accept more than one Competing Offer including the Best

Bid. However, if no Shipper offers a competing bid or if there are

only bids at less than the maximum rate and Transporter rejects all

such bids, Transporter and the Existing Shipper shall have twenty (20)

business days from the end of the bid period to negotiate and mutually

agree to terms and conditions applicable to a new Transportation

Service Agreement. If Transporter and the Existing Shipper have not

reached agreement on the terms and conditions for a new Transportation

Service Agreement within the 20-day period, Transporter must continue

to provide service to the Existing Shipper only if during the 20-day

period the Shipper agrees to pay the maximum rate permitted under

Transporter's FERC Gas Tariff for a term that the Existing Shipper

elects. However, in order to retain the Right of First Refusal, the

original capacity holder must extend its contract at the maximum

authorized rate for a term of at least one year. If the Existing

Shipper refuses to pay the maximum authorized rate, Transporter has

pregranted authority to abandon service and Transporter shall have no

further obligation to render service under the Existing Shipper's

Transportation Service Agreement pursuant to Section 7(b) of the

Natural Gas Act.

(j) Right of first refusal rights held by Shipper continue to apply

following an election of termination pursuant to existing evergreen

language contained in Shipper's Firm Transportation Service Agreement.

A Shipper that holds evergreen rights in addition to a right of first

refusal under a Firm Transportation Service Agreement must first elect

termination under the evergreen provision in order to initiate the

right of first refusal process. When either Transporter or Shipper

elects termination under an evergreen provision, Transporter shall not

be obligated to continue Shipper's evergreen rights on a contract

extended through the right of first refusal process. Shippers may

exercise their right of first refusal rights consistent with this

Section 27.5.

(k) When a right of first refusal process has been completed and there has

been no award of capacity and no agreement between Transporter and the

existing Shipper under Section 27.5(i), the capacity will be offered

pursuant to General Terms and Conditions Section 3.2(b), which governs

Tuscarora's sales of generally available capacity where there is no

shipper with right of first refusal rights.