Empire Pipeline, Inc.

Original Volume No. 1

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

Original Sheet No. 200 Original Sheet No. 200

GENERAL TERMS AND CONDITIONS

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

If Shipper notifies Transporter that it is exercising its ROFR

with respect to Shipper's entire contract quantity, the

Shipper's service agreement shall be deemed to be amended in

accordance with the terms of the Best Bid(s) so matched by

Shipper. If Shipper notifies Transporter that it is exercising

its ROFR with respect to a quantitative portion of Shipper's

contract quantity, or that it is matching a quantitative portion

of the capacity bid upon, Transporter shall send Shipper an

executable service agreement in the Form of Service Agreement

set forth in this tariff, reflecting the reduction of Shipper's

contract quantity and the allocation of that reduction among

receipt and delivery points. Shipper must execute and return

this service agreement to Transporter within ten (10) Business

Days after it is tendered by Transporter. Shipper's failure to

abide in a timely manner with this requirement shall constitute

an irrevocable waiver of its ROFR.

15.7 Absence of Acceptable Bids

In the event Transporter does not receive any bids pursuant to

Section 15.3 or Transporter rejects all bids received due to the

fact that such bids were premised on rate discount levels or

rate discount periods unacceptable to Transporter, Transporter

shall notify Shipper to such effect, and Transporter and Shipper

may mutually agree upon the terms and conditions under which

Shipper shall be entitled to retain its capacity and continue to

receive service, provided that in such event Shipper may retain

its capacity (or a quantitative portion thereof) and continue

to receive service at the applicable maximum rates, or at a rate

between the minimum and maximum negotiated by Transporter and

Shipper, for a term specified by Shipper. In the event

Transporter and Shipper have not reached agreement on the terms

and conditions under which service will be extended for Shipper

before the date which is twenty (20) days following the date of

Transporter's notice to Shipper that no acceptable bids have

been received, then Transporter shall have all necessary

abandonment authorization under the Natural Gas Act as of the

date of termination of the long-term service agreement.