Pine Needle LNG Company, LLC

Original Volume No. 1

Effective Date: 12/01/2002, Docket: RP03- 14-000, Status: Effective

First Revised Sheet No. 80 First Revised Sheet No. 80 : Effective

Superseding: Original Sheet No. 80

GENERAL TERMS AND CONDITIONS

(Continued)

23. RIGHT OF FIRST REFUSAL PROCEDURES

23.1 This section sets forth the provisions which shall apply to Customers eligible for a

right of first refusal. A Customer is eligible for a right of first refusal if the

Customer is receiving firm service at the applicable maximum rate pursuant to a

Service Agreement with either (1) a term of service of at least twelve consecutive

months or (2) for a service which is not available for 12 consecutive months, a

contract term of more than one year. Additionally, a Customer receiving firm service

at less than the applicable maximum rate pursuant to a Service Agreement executed

prior to March 26, 2000 that meets the foregoing term criteria, will also be eligible

for a right of first refusal; provided however, the right of first refusal will not

apply to a re-executed Service Agreement unless it is at the applicable maximum rate.

For firm storage service performed under a Part 284 Rate Schedule with a primary term

of one (1) year or more, Pine Needle shall provide Customer written notice of Pine

Needle's intent to terminate its firm service agreement with Customer at least one

hundred eighty (180) days prior to the expiration of such service agreement. In the

event Customer desires to continue to receive all or a portion of its service

entitlement under such service agreement after receiving notice as specified above,

Customer shall provide at least one hundred twenty (120) days written notice of the

same to Pine Needle prior to the expiration of such service agreement.

23.2 Upon receipt of Customer's notice to continue service, Pine Needle shall post on its

EBB service at least ninety (90) days prior to the expiration of the service agreement

all relevant provisions pertaining to the service agreement and solicit, for a minimum

of fifteen (15) and a maximum of thirty (30) days following such posting, bids for

service.

23.3 Pine Needle shall evaluate and determine the best bid relating to each service

agreement in accordance with one of the following two methods, with the specific

method identified in its notice for bid solicitation:

(a) Highest net present value of demand charges, or

(b) Highest rate bid, provided such bid meets Pine Needle's minimum stated term.

For purposes of determining the highest bid under Section 23.3(a) and (b), which is

the bid Customer may elect to match pursuant to Section 23.4, Pine Needle will utilize

the reservation rates bid, not to exceed Pine Needle's applicable maximum reservation

rates. In the event Pine Needle receives two or more bids of equal value, then under

method (a) the best bid shall be the bid with the shortest term and under method (b)

the best bid shall be the bid with the longest term. If, after performing the

aforementioned calculations, two or more bids are tied, a random and blind selection

process will be used to select the best bid.