U-T Offshore System, L.L.C.

Third Revised Volume No. 1

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Effective Date: 11/02/1998, Docket: RP99- 57-000, Status: Effective

Second Revised Sheet No. 47 Second Revised Sheet No. 47 : Superseded

Superseding: First Revised Sheet No. 47

GENERAL TERMS AND CONDITIONS

(Continued)

7.4 Confirmation by Transporter. Nominations made in accordance

with Section 7.1 through 7.3 hereof shall not be scheduled

until U-TOS has confirmed the nominated receipts and deliveries

with the upstream and downstream parties. U-TOS will contact

the upstream and/or the downstream parties to confirm the

nominated supply at the designated U-TOS measurement point and

delivery points. Upstream and downstream parties shall provide

confirmations of timely nominations in accordance with Section

7.2 (2)-(4). Unless otherwise agreed to, U-TOS shall provide

Shippers and point operators, via U-TOS' Electronic Delivery

Mechanism, the quantities that have been scheduled to flow for

that Shipper and point operator in accordance with Section 7.2

(2)-(4). If U-TOS finds a discrepancy in such nominated supply

during confirmation of the nominated gas volumes, then U-TOS

shall so notify the Shipper(s) or Shipper's Nominating Agent,

and upon such notice, U-TOS has the right to change the

Shipper's nomination to match with the receipts and deliveries

confirmed by the upstream and downstream parties.

U-TOS will notify the Shipper(s) or Shipper's Nominating Agent

of any changes by U-TOS to its nomination because of

discrepancies with the receipts and deliveries confirmed by the

upstream parties and/or the downstream parties during the

confirmation process. By the end of each day, U-TOS shall

make available to the Shipper information containing its

scheduled quantities, including its scheduled intraday

nomination and any other scheduling changes.

7.5 Designated Allocator. U-TOS assumes that the production

operator at the specific U-TOS measurement point will be the

Designated Allocator, unless appropriately notified of an

alternate party. The production operator shall be the only

party allowed to appoint an alternate Designated Allocator

and shall do so by providing U-TOS with notification,

communicated by mail, facsimile, or U-TOS' Electronic Delivery

Mechanism, specifying the name, address, telephone number and

facsimile number of the alternate party. The alternate party

will remain as the Designated Allocator until revoked or

changed, in writing, by the production operator. The Designated

Allocator shall submit predetermined allocations (PDA's) to

U-TOS in accordance with this Section 7.

U-TOS shall use the PDA's submitted by the Designated

Allocator, and as acknowledged by U-TOS, to allocate underages

and overages in the gas volumes anticipated by U-TOS based on

confirmed nominations, at the designated Receipt Point for each

point of U-TOS measurement. In the event that the Designated

Allocator has not submitted an acceptable PDA, underages and

overages will be allocated pro rata, to the extent applicable,

based on confirmed nominations. U-TOS may rely exclusively on

the effective PDA's or on the pro rata allocation (based on

scheduled nominations) in the absence of an effective PDA, in

allocating the gas at each U-TOS measurement point, and such

allocations shall be binding on the Shipper. No retroactive

changes to the PDA may be made unless U-TOS, the Designated

Allocator, and all Shippers covered by the PDA agree. Further,

U-TOS shall not be liable to any Shipper as a result of U-TOS'

reliance on any PDA methodology provided herein and Shipper

shall indemnify U-TOS from and against any and all losses,

damages, expenses and claims as a result of U-TOS' reliance on

such PDA methodology.