Crossroads Pipeline Company

Original Volume No. 1

Effective Date: 06/01/1997, Docket: RP97-145-001, Status: Effective

Substitute Original Sheet No. 68 Substitute Original Sheet No. 68 : Effective

Superseding: Original Sheet No. 68

(e) Replacement Shipper shall have no Right of First

Refusal with respect to the released capacity, unless

such release is permanent.

32.11 Rights and Obligations of Crossroads

Crossroads shall determine, in its sole discretion, the best

bid based upon the best bid criteria established pursuant

to Section 32.4(a)(14) or Section 32.8 herein. Crossroads

shall have the right, but not the obligation,to reject, in

whole or in part, the terms of any Shipper's notice or bid

which is discriminatory or conflicts with any order or

regulation issued by the FERC, or provision of the Service

Agreement, Rate Schedule or General Terms and Conditions.

Such Shipper's notice shall be rejected in its entirety

unless Shipper, pursuant to Section 32.4(a)(14), permits a

partial rejection. Crossroads shall notify Shipper in

writing of the reason for such rejection within 24 hours.

Crossroads shall not have any liability to any Shipper,

Releasing Shipper, Replacement Shipper, bidder or any other

party as a result of Crossroad's performance of its

obligations under its capacity release program, and such

Shippers, Releasing Shippers, Replacement Shippers, and

bidders shall indemnify Crossroads from and against any and

all losses, damages, expenses, claims, suits, actions and

proceedings whatsoever threatened, incurred or initiated

as a result of Crossroads' performance hereunder, except

to the extent such loss, damage, expense, claim, suit, action

or proceeding is the result of Crossroads' negligence, bad

faith or willful misconduct.

32.12 Term

Any release under this Section shall be for a maximum term

expiring on the earlier of:

(a) The last date of this Tariff provision shall be

effective;

(b) The expiration data of Releasing Shipper's Service

Agreement when the release is for the full term of

such agreement; or

in the Shipper's notice.

32.13 Billing Adjustments to Releasing Shipper

(a) Crossroads shall credit Releasing Shipper's monthly

bill to reflect the Reservation Charge and any other

applicable charges (including