Enbridge Offshore Pipelines (Utos) LLC

FIFTH REVISED VOLUME NO. 1

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

First Revised Sheet No. 158 First Revised Sheet No. 158

Superseding: Original Sheet No. 158

GENERAL TERMS AND CONDITIONS

(Continued)

(d) Terms and Conditions of Assignment. A Replacement

Downstream Shipper that takes assigned capacity must

accept all of the terms and conditions of the

Assigning Shipper's Transportation Agreement with

UTOS, including the remaining primary term thereof. A

Replacement Downstream Shipper that takes assigned

capacity shall execute a Rate Schedule FT

Transportation Agreement with UTOS covering use of the

assigned capacity.

(e) Provision Regarding Continuing Obligation of Assigning

Shipper. The Assigning Shipper may request from UTOS

a release from its obligations under the Assigning

Shipper's Transportation Agreement with UTOS; subject

to the approval of UTOS' creditors to whom said

Transportation Agreement has been pledged, UTOS shall

act on Assigning Shipper's request for release from

its obligations on a non-discriminatory basis, and

shall not unreasonably withhold approval thereof.

Inasmuch as the Replacement Shipper must at all times

meet UTOS' creditworthiness standard under Section 5

of this Tariff, the criteria for creditors' approval

shall generally be satisfied thereby, absent

extenuating circumstances.

18.3 Communications With UTOS. Any communication with UTOS

under this Section 18, including any Assignment Proposal

under subsection 18.6, must be addressed to the following

official:

Enbridge Offshore Pipelines (UTOS) LLC

1100 Louisiana, Suite 3300

Houston, Texas 77002

Attention: Asset Management - Regulated