Enbridge Offshore Pipelines (Utos) LLC

FIFTH REVISED VOLUME NO. 1

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Effective Date: 08/01/2009, Docket: RP09-815-000, Status: Effective

First Revised Sheet No. 140 First Revised Sheet No. 140

Superseding: Original Sheet No. 140

GENERAL TERMS AND CONDITIONS

(Continued)

(b) Within seven (7) Days following receipt of the

particulars forwarded by UTOS pursuant to subsection

16.9(a), the Existing Shipper may match the highest

bid(s) for the capacity by submitting a binding

written offer to UTOS, by mail or facsimile, to accept

the reservation charge and transaction term provisions

of the highest bid(s), for the amount of capacity

covered by the bid(s) that the Existing Shipper wishes

to retain, provided, however, that in order to retain

the capacity, the Existing Shipper need not match a

proposed transaction term in excess of 20 years in

duration. If the Existing Shipper matches the highest

bid(s), then the affected capacity shall be retained

by that shipper, and UTOS shall execute a

Transportation Agreement with the Existing Shipper

that contains the reservation charge, transaction

term, and other acceptable provisions of its matching

bid. If, following exercise of the Existing Shipper's

right of first refusal, the capacity that remains

available is greater than the capacity requested in

the highest Qualified Bid, then capacity shall be

awarded to such highest bid. The same procedure shall

be followed for the Qualified Bid with the next

highest Net Present Value. Such awards of available

capacity shall continue until the award of capacity to

a Qualified Bid with the next highest Net Present

Value would cause the remaining available capacity to

be exceeded. UTOS shall execute a Transportation

Agreement with any Qualified Bidder that is awarded

capacity, containing the reservation charge,

transaction term, and other acceptable provisions of

its Qualified Bid.

16.10 Continuation of Service Under Existing Agreement. Upon

completion of the posting, competitive bidding, and right of

first refusal procedures of this Section 16, if there is

remaining capacity under the existing Transportation

Agreement between UTOS and the Existing Shipper, and UTOS

and the Existing Shipper have not otherwise agreed on terms

for continued firm service that are different than the terms

in the existing Transportation Agreement, and neither UTOS

nor the Existing Shipper has given notice, or subsequently

gives notice, of termination of the existing Transportation

Agreement pursuant to the terms of that Agreement, then the

existing Agreement shall continue to apply to the remaining

capacity from year to year, in accordance with its terms,

provided, however, if no bids were received for the capacity

under the existing Transportation Agreement, then the

Existing Shipper, upon its written agreement to pay the

maximum reservation charge, may retain such capacity for

such additional fixed period as it designates and, at the

end of such additional fixed period, again exercise a right

of first refusal under this Section 16 for such capacity.

UTOS reserves the right to initiate the posting, competitive

bidding, and right of first refusal procedures of this

Section 16 in advance of any successive extension of the

existing Transportation Agreement.