Honeoye Storage Corporation

Original Volume No. 1A

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Effective Date: 04/01/2007, Docket: RP07-182-001, Status: Effective

Substitute Original Sheet No. 99A Substitute Original Sheet No. 99A : Effective


c) Exercise of Right of First Refusal


(i) Not less than three (3) months prior to the termination or

expiration of an FSS Agreement subject to a negotiated right of first

refusal or, if applicable, the regulatory right of first refusal, an open season

will be held for the purpose of awarding the capacity that is to become

available upon such FSS Agreement’s termination or expiration. This

open season will be conducted pursuant to the terms and conditions set

forth in the General Terms and Conditions of Seller’s currently effective



(ii) Bids from qualified successor customers who desire, in whole or in

part, the capacity to be made available upon the expiration or termination

of such FSS Agreement must be received by Seller no later than thirty (30)

days after commencement of the open season. Upon expiration of the

open season, Seller will select the highest acceptable bid received from a

qualified successor customer and, within three (3) Business Days of such

selection, communicate the terms of the highest acceptable bid to the

current capacity holder, who may elect, within ten (10) Business Days or

such greater time as Seller may specify, to execute a renewal FSS

Agreement upon the same terms, whether for a part or the entirety of the

capacity subject to the current holder’s right of first refusal. The current

capacity holder’s right of first refusal under this Section shall attach

irrespective of which party provides written notice of termination of the

current capacity holder’s existing Service Agreement. In determining

which bid for the capacity is the highest, Seller will use the evaluation

method specified in the notice of the open season posted on its Internet

Web site.


(iii) If the current capacity holder does not elect to match the terms of

such highest acceptable bid or the current capacity holder and Seller do not

agree on terms or service pursuant to Section 10.2(d) below, then its FSS

Agreement will expire at the conclusion of its term and Seller will be

deemed to have all necessary abandonment authorization under the NGA

with respect to such service. Seller may enter into a new FSS Agreement

with the qualified successor customer who submitted the highest

acceptable bid.


(iv) Seller shall retain the right to require a minimum rate, which shall

be market-based, for bids during any such open season.