Kinder Morgan Louisiana Pipeline LLC

Original Volume No. 1

Effective Date: 03/01/2009, Docket: RP09-257-000, Status: Effective

Original Sheet No. 216 Original Sheet No. 216

GENERAL TERMS AND CONDITIONS

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(b) To exercise the Right of First Refusal, the existing

Shipper must provide KMLP with notice of its intent to do so in a form

specified by KMLP and must submit such notice at least nine (9) Months

prior to the expiration of the existing Agreement. KMLP shall advise

Shipper in writing of the date by which such notice must be submitted

at least one (1) Month prior to the last day on which such notice can

be made on a timely basis. Such notice must specify a desired term of

service, the desired MDQ and the desired Point MDQ at each Receipt and

Delivery Point. If the requested MDQ is greater than the existing MDQ

and/or if the Point MDQ is greater than the existing Point MDQ at any

Receipt and Delivery Point, any such increase shall be treated as a

request for new service under the applicable Rate Schedule and only

the original quantity shall be subject to the Right of First Refusal

under this Section. The Right of First Refusal may apply to a portion

of the Original Shipper's then effective service. Any notice

specifying a decrease in MDQ or Point MDQ shall not affect the

existing Agreement during its remaining term.

under Section 16.2(b), KMLP shall post on the Informational Postings

portion of its Interactive Website an Announcement of Capacity

Availability Subject to Right of First Refusal (Capacity Announcement)

which shall: (1) specify the existing Shipper's service rights; (2)

indicate the availability of such service as of the date the existing

Agreement expires, subject to the Right of First Refusal; (3) state

the maximum rate applicable to such service; (4) set out any other

information required by this Section; and (5) solicit bids for such

service. Such Capacity Announcement shall be maintained, and bids

accepted via KMLP's Interactive Website, for a period of at least ten

(10) days from the initial posting.

(d) (1) Within one (1) week after the end of the ten

(10) day period during which the Capacity Announcement is posted, KMLP

shall convey to the existing Shipper a term sheet for the best bid

(based on price and term) which would qualify for such service in all

respects (including meeting applicable credit criteria), which is a

bona fide bid and which KMLP is willing to accept. KMLP may, but is

not required to, accept any bid which reflects a discount from the

applicable maximum rate. In assessing which is the best bid if more

than one bid is received, KMLP shall apply the same criteria as are

utilized to allocate firm capacity pursuant to Section 2.1 of these

General Terms and Conditions.