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

Third Revised Volume No. 1

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Effective Date: 06/01/1997, Docket: RP97-146-001, Status: Effective

First Revised Sheet No. 55 First Revised Sheet No. 55 : Superseded

Superseding: Original Sheet No. 55

GENERAL TERMS AND CONDITIONS

(Continued)

16. RIGHT OF FIRST REFUSAL

16.1 Purpose of Section. Subject to the procedures and conditions set forth in the

following subsections of this Section 16, an existing firm shipper that is

served by U-TOS pursuant to a Transportation Agreement under Rate Schedule FT

of this tariff with a primary term of one year or longer shall be afforded a

right of first refusal, at the end of such primary term or any extension thereof

of one (1) year or longer, to continue its firm capacity entitlements under the

Transportation Agreement. Any such existing firm shipper is hereinafter

referred to as an "Existing Shipper."

16.2 Limitation on Applicability of Section. If U-TOS and the Existing Shipper agree

on the terms and conditions of continued service before the posting of available

capacity described in subsection 16.4 of this Section 16, or if U-TOS is willing

to permit the automatic extension of the Transportation Agreement in accordance

with its terms, or if the Existing Shipper has given notice of termination of

the Transportation Agreement in accordance with its terms, then U-TOS shall

forego the posting, competitive bidding, and right of first refusal procedures

of this Section 16.

16.3 Communications With U-TOS. Any communication with U-TOS under this Section 16,

including any Qualified Bid under subsection 16.5, must be addressed to the

following official:

Manager, Business Operations

U-T Offshore System

c/o ANR Pipeline Company, Operator

500 Renaissance Center

Detroit, Michigan 48243

Attention: Manager, Business Operations

16.4 Posting of Available Capacity. Not less than 180 days nor more than 270 days

prior to the end of the primary term of a Transportation Agreement between U-TOS

and an Existing Shipper, or any extension thereof for one year or longer, U-TOS

may post notice, on its industry standard Electronic Delivery Mechanism, of the

forthcoming availability of the firm capacity covered by the Transportation

Agreement, without revealing the identity of the Existing Shipper. The posted

information shall include:

(a) The date upon which the capacity would become available;

(b) The amount of the available capacity, by receipt point, delivery point,

and in total;

(c) The maximum reservation charge stated on the then-effective Sheet No. 4 of

this tariff;

(d) Any other terms or conditions that would attend use of the capacity; and

(e) A statement that any bid for the capacity shall be subject to the right of

first refusal of the Existing Shipper, as specified in this Section 16.

The information specified in this subsection 16.4 shall be posted on U-TOS'

Electronic Delivery Mechanism until 150 days prior to the end of the primary

term of the existing Transportation Agreement.