T.W. Phillips Pipeline Corp.

Original Volume No. 1

Effective Date: 01/01/2010, Docket: RP10-141-000, Status: Effective

Original Sheet No. 72 Original Sheet No. 72

GENERAL TERMS AND CONDITIONS

(Continued)

23. RIGHT OF FIRST REFUSAL

23.1. Except for negotiated rate contracts, if an FT Agreement at the maximum Recourse

Rate for a term of twelve (12) or more consecutive months of service contains no

automatic extension provision, Shipper shall be entitled to a ROFR to the renewal

of its Transportation Quantity in accordance with the procedures set forth in

this section. Prior to the termination of any FT Agreement and prior to Trans-

porter posting the availability of capacity under this section, if applicable,

Transporter and Shipper may mutually agree to modify or extend such agreement,

with respect to all or a portion of the underlying MDQ, on a case-by-case basis

and in a not unduly discriminatory manner.

23.2. Unless otherwise agreed to in Shipper’s FT Agreement, Shipper must provide

written notice to Transporter at least 180 days prior to the termination date if

the Shipper wants to exercise its ROFR.

23.3. Transporter shall post the capacity for bidding on its Website no later than 180

days prior to the expiration of Shipper’s FT Agreement. The capacity will remain

posted on the Website for a minimum of twenty (20) days (“ROFR Bidding Period”),

with such posting containing the following information with respect to the capa-

city:

a) Daily Transportation Quantity;

b) Receipt and Delivery Points;

c) Maximum reservation charge;

d) Any applicable restrictions; and

e) The last day of the ROFR Bidding Period.

Transporter may require bidders to insure that offers are bona fide by providing

financial assurances satisfactory to Transporter.

23.4. A Shipper may elect to retain a portion of its Contracted Capacity subject to ROFR

rights, in which case Transporter’s pre-granted abandonment authority shall apply

to the remainder of the service.