Central Kentucky Transmission Company

Original Volume No. 1

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Effective Date: 05/01/2006, Docket: CP05- 48-002, Status: Effective

Original Sheet No. 57 Original Sheet No. 57 : Effective

GENERAL TERMS AND CONDITIONS

(Continued)

(c) Termination of Long-Term Service Agreements; Exercise of Right of

First Refusal.

(1)(a) If Shipper's long-term Service Agreement is at the

applicable Recourse Rate for that service and does not extend according

to its terms or otherwise continue as described at Section 4.1(b) above,

or Shipper declines to extend the contract under the provisions

described at Section 4.1(b) above, Shipper may continue service upon

termination of that Service Agreement by (i) agreeing to match the

highest value bid offered to Transporter for Shipper's firm service, or

any portion (volume but not geographic portion) thereof, through the

bidding process described at Section 4.2 below, and (ii) executing a new

Service Agreement incorporating the new rate and term. This right of

first refusal shall apply only to (1) firm Service Agreements with a

term of 12 or more consecutive months of service at the applicable

Recourse Rate for that service, or (2) firm multi-year seasonal Service

Agreements at the applicable Recourse Rate for that service. A "firm

multi-year seasonal Service Agreement" as used in this Section 4 is a

firm Service Agreement that has a multi-year term but does not provide

for 12 consecutive months of service.

(b) Notwithstanding the provisions of Section 4.1(c)(1)(a),

Columbia and its Shippers may mutually agree, on a not unduly

discriminatory basis, to include in discount rate or negotiated rate

firm Service Agreements that bear either a multi-year seasonal term or a

term of 12 or more consecutive months of service, a contractual right of

first refusal equivalent to the right of first refusal set forth from

time to time in this Section 4.