Empire Pipeline, Inc.

Original Volume No. 1

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Effective Date: 04/21/2010, Docket: RP10-505-000, Status: Effective

First Revised Sheet No. 221 First Revised Sheet No. 221

Superseding: Original Sheet No. 221

GENERAL TERMS AND CONDITIONS

24. COMBINATION AND MUTUAL TERMINATION OF AGREEMENTS (Cont'd.)

24.2 Mutual Termination or Reduction of Service Agreements

Transporter may, on a not unduly discriminatory basis, agree

with a Shipper to terminate its service agreement prior to its

expiration date or to reduce the contract quantity thereunder.

The situations in which Transporter may so agree include,

without limitation, the following:

(a) where shipper responds to a solicitation for capacity

release offers in an open season for capacity requiring the

construction of new facilities pursuant to Section 17 of

these General Terms and Conditions, and the conditions set

forth in the solicitation have been satisfied;

(b) where shipper no longer qualifies for service pursuant to

Section 2.1 of these General Terms and Conditions;

(c) where the termination of the service agreement is part of a

restructuring of services between Transporter and Shipper,

involving the execution of one or more new service

agreements or the extension of one or more other existing

service agreements, which Transporter reasonably considers

financially beneficial to Transporter; or

(d) where shipper agrees to pay an exit fee that is sufficient,

taking into account the remaining term of the agreement and

the value and liquidity of the capacity subscribed under

the service agreement being terminated or reduced, to make

the termination or reduction financially beneficial to

Transporter, in Transporter's reasonable judgment;

provided, however, that Transporter may waive the exit fee

where Shipper's service agreement provides for a discounted

rate and Transporter concludes that the capacity subscribed

thereunder would be sold at a higher rate for the full

remaining term of such agreement.

An agreement under this Section 24.2 shall not constitute a

material deviation from the applicable form of service

agreement.