Honeoye Storage Corporation

Original Volume No. 1A

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Effective Date: 04/01/2007, Docket: RP07-182-000, Status: Effective

Second Revised Sheet No. 99 Second Revised Sheet No. 99 : Effective

Superseding: First Revised Sheet No. 99

over the term selected by Seller. Notwithstanding the foregoing, nothing

herein shall require Seller to provide service at any rate that does not, in

Seller’s sole judgment, yield an acceptable return to Seller. Moreover,

Seller shall not be required to enter into Service Agreements with terms of

more than one year unless Customer has a long-term debt rating of at least

Baa3 according to Moody’s Investor Service or BBB- according to

Standard & Poor’s Corporation or unless all obligations to Seller are

guaranteed by a person with a long term debt rating equal to or greater

than that stated above. In the event two or more bids with equal economic

values are received for combined capacity in excess of the quantity of

available firm capacity, the capacity will be allocated ratably on the basis

of the quantities bid.

b) Right of First Refusal:

(i) Contractual Right of First Refusal at End of Contract Term. Seller

may discontinue service to Customer at the end of a primary term of an

FSS Agreement with a primary term beginning after April 1, 2007, unless

(i) Seller and Customer mutually agree to a contractual right of first

refusal, which shall be negotiated on a not unduly discriminatory basis,

and (ii) Customer exercises its contractual right of first refusal for the

capacity covered by the FSS Agreement by matching the terms offered to

Seller for such capacity by any qualified prospective successor customer

during an open season conducted in accordance with the General Terms

and Conditions of Seller’s currently effective tariff.

(ii) Regulatory Right of First Refusal. A regulatory right of first

refusal shall be available on a one-time basis to Customers holding a long

term FSS Agreement with a primary term beginning date prior to April 2,

2007. Honeoye may discontinue service to such Customer at the end of

such primary term unless Customer exercises its right of first refusal for

the capacity covered by such FSS Agreement by matching the terms

offered to Seller for such capacity by any qualified prospective successor

customer during an open season, conducted in accordance with the

General Terms and Conditions of Seller’s currently effective tariff.

(iii) A “long term FSS Agreement,” as that term is used in this Section,

is an FSS Agreement having a primary term of two years or more. A

prospective successor customer is “qualified”, within the meaning of this

section if such prospective successor customer meets the creditworthiness

criteria set forth in the General Terms and Conditions of Seller’s currently

effective tariff.