Central Kentucky Transmission Company

Original Volume No. 1

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

Original Sheet No. 59 Original Sheet No. 59 : Effective

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. If Shipper does not elect to match the offer within

15 days after receiving Transporter's notice, Shipper's right of first

refusal will immediately terminate.

(5) If no acceptable offers meeting Transporter's minimum terms

are received, Transporter will notify Shipper within two business days

after the close of the capacity auction periods as set forth in Section

4.2(a) below. Shipper may, thereafter, consistent with the terms of this

Tariff, continue to receive all or a portion (volume but not geographic

portion) of its 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

shall execute any new Service Agreement prior to the termination of the

existing long-term Service Agreement. Shipper continuing service under

either (i) or (ii) retains its right of first refusal on the portion

continued, 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, or is a firm multi-year seasonal Service Agreement at the

applicable Recourse Rate for that service. If Shipper does not continue all

or a portion (volume but not geographic portion) of its service pursuant to

the provisions of (i) or (ii) above, within 20 business days following

Transporter's two day notification period as described in this Section

4.1(c)(4) above, or such other period as may be mutually agreed to between

Transporter and Shipper on a not unduly discriminatory basis, Shipper's

right of first refusal will immediately terminate.