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First Revised Sheet No. 67 First Revised Sheet No. 67 : Superseded

Superseding: Substitute Original Sheet No. 67

GENERAL TERMS AND CONDITIONS

(Continued)

(c) Release By Replacement Shipper. A release of capacity by a Replacement

Shipper shall not relieve the Original Releasing Shipper, or any

Replacement Shipper in the sequence of releases between the Original

Releasing Shipper and the Replacement Shipper holding the capacity, of

their obligations under this Tariff or their respective Transportation

Agreements with U-TOS. Re-releases may be on the same terms terms and

conditions as the primary release (except as prohibited by F.E.R.C.

regulations).

(d) Changes in Receipt or Delivery Points. A Releasing Shipper may include in

its Release Proposal restrictions on the Replacement Shipper's ability to

modify primary receipt and delivery points in its Transportation Agreement

with U-TOS. In the absence of any such restrictions, the Releasing

Shipper shall be deemed to have amended its Transportation Agreement to

incorporate the changes to primary receipt and delivery points made

effective by any Replacement Shipper in the sequence of releases between

the Original Releasing Shipper and the Replacement Shipper holding the

capacity.

(e) Right of Recall. A Releasing Shipper that has released capacity subject

to a right of recall must provide U-TOS and the Replacement Shipper to

whom the capacity was released with notice of its intent to recall

capacity, to be effective for a gas day, no later than 8:00 a.m. Central

Time on the gas day prior to the gas day for which the recall will be

effective. The notice shall identify, by volume, receipt point, and

delivery point, the capacity being recalled, and state whether the recall

is permanent or temporary and, if the latter, the duration of the recall.

There shall be no partial day recalls of capacity. Any replacement

Shipper that wants to release capacity that was released to it, subject to

interruption or recall, must fashion its own release of the capacity so as

to accommodate the conditions of interruption or recall.

(f) Permanent Release. If a Releasing Shipper releases capacity for the

remaining term of its Transportation Agreement and the Replacement Shipper

has agreed to pay the maximum rates and executes a Transportation

Agreement with U-TOS whereunder all of the Releasing Shipper's obligations

have been assumed, the Releasing Shipper may request from U-TOS a release

from its obligations under the underlying Transportation Agreement;

subject to the approval of U-TOS' creditors to whom said Transportation

Agreement has been pledged, U-TOS shall act on Releasing Shipper's request

for release from its obligations on a non-discriminatory basis, and shall

not unreasonably withhold approval thereof. Inasmuch as the Replacement

Shipper must at all times meet U-TOS'creditworthiness standard under

Section 5 of the General Terms and Conditions, the criteria for creditors'

approval shall generally be satisfied thereby, absent extenuating

circumstances.

(g) Billing. U-TOS shall bill the Replacement Shipper the rate specified in

the Transportation Agreement and any other applicable charges and such

Replacement Shipper shall pay the billed amounts directly to U-TOS.

Further, the Replacement Shipper who has acquired capacity on a volumetric

reservation charge shall be billed the daily reservation charge plus the

commodity rate and all applicable surcharges times the volumes actually

transported. Releasing Shipper shall be billed the reservation charge and

reservation surcharge, if any, associated with the released capacity