Empire Pipeline, Inc.

Original Volume No. 1

Effective Date: 12/10/2008, Docket: CP06-5-010, Status: Effective

Original Sheet No. 199 Original Sheet No. 199

GENERAL TERMS AND CONDITIONS

15. PREGRANTED ABANDONMENT AND RIGHT OF FIRST REFUSAL (Cont'd.)

15.6 Notification of and Right to Match Best Bid

Upon receipt from Transporter of notice of the Best Bid(s),

Shipper shall have the right for a period of ten (10) Business

Days period to notify Transporter whether the Shipper is willing

to match the Best Bid(s). This right to match the Best Bid(s)

shall be referred to herein as the "Right of First Refusal" or

"ROFR". Failure to notify Transporter within said ten (10)

Business Day period constitutes an irrevocable waiver of

Shipper's ROFR. In order to exercise its ROFR, Shipper must

agree to a rate equal to or greater than the rate set forth in

the Best Bid(s) and agree to execute a service agreement for a

contract term equal to the contract term set forth in the Best

Bid(s).

If the Best Bid(s) apply to a quantitative portion of Shipper's

contract quantity, Shipper need only match the Best Bid(s) with

respect to such quantitative portion, in which case, the

remaining quantitative portion of Shipper's contract quantity

will be subject to Section 15.7 hereof.

Shipper may also match a Best Bid(s) with respect to a

quantitative portion of the capacity bid upon. If a Shipper

elects to exercise its ROFR as to only a quantitative portion of

its capacity, its rights under its service agreement shall be

reduced as follows: (i) Shipper's maximum entitlement shall be

reduced in the same proportion on each Day that Shipper is

entitled to receive service during the year; and (ii) Shipper

may specify the allocation of the reduction among primary

receipt and delivery points, provided however, that Transporter

may require a different allocation among receipt and/or delivery

points if Shipper's proposal is operationally infeasible or

would adversely affect system operations and Transporter

provides a written explanation to Shipper of that result. If

Shipper does not specify a particular allocation of the

reduction among primary receipt and delivery points, Shipper

shall retain the same points with a proportionate reduction at

each point.