Crossroads Pipeline Company

First Revised Volume No. 1

Effective Date: 11/01/2001, Docket: RP02- 14-000, Status: Effective

Original Sheet No. 64 Original Sheet No. 64 : Superseded

GENERAL TERMS AND CONDITIONS

(Continued)

(4) If Transporter receives an offer for all or a portion (volume but not geographic

portion) of the service rights under Shipper's long-term Service Agreement, Transporter, within two

business days after the last day for receiving offers, shall notify Shipper through the EBB of the

offer having the greatest economic value to Transporter. For purposes of comparing the respective

values of offers under this section, Transporter shall evaluate all bids in accordance with the

criteria set forth at Section 4.2(c) below. If Shipper elects to match the offer, Shipper shall

notify Transporter of such election through the EBB within 15 days after receiving Transporter's

notice and shall execute a new Service Agreement matching the offer prior to the termination of the

existing long-term Service Agreement. The highest rate and longest term that Shipper must match to

continue such service are the Recourse Rate, and five years, respectively. If no acceptable offers

meeting Transporter's minimum terms are received, Shipper may, consistent with the terms of this

Tariff, continue to receive service (i) on a month-to-month basis or for such other term and rate

agreed to by Transporter and Shipper, or (ii) at the applicable Recourse Rate for a term to be

specified by Shipper. Shipper continuing under either (i) or (ii) retains its right of first

refusal, if it is under a Service Agreement with a term of 12 or more consecutive months of service,

at the applicable Recourse Rate for that service.

(5) If no acceptable offers satisfying Transporter's stated minimum terms are received,

and no new long-term Service Agreement has been reached between Transporter and the Shipper holding

the capacity under the expiring Service Agreement, Transporter shall post such capacity for an

indefinite period as Generally Available Capacity. Transporter will post minimum price and other

terms for such Generally Available Capacity, as described at Section 4.2 below. Transporter may

change those minimum price and other terms, or may withdraw the posting of such Generally Available

Capacity, at any time prior to receipt of a bid satisfying the posted minimum terms for that

capacity. If Transporter receives an acceptable bid for such Generally Available Capacity that meets

its stated minimum conditions but is at less than the Recourse Rate, Transporter will have the

authority to accept the bid without reposting that capacity for bidding on its EBB. Any such minimum

price or other terms shall be subject to the same limitations applicable to other available capacity,

as set forth in this Section 4.

(d) Termination of Other Long-Term Service Agreements. If a long-term Service Agreement is not

continued by its own terms or by reason of the Shipper's exercise of its right of first refusal, such long-

term Service Agreement shall be subject to pregranted abandonment unless otherwise specified in the Service

Agreement and shall terminate as specified therein and Transporter shall have no further obligation to

Shipper.