MidContinent Express Pipeline LLC

Original Volume No. 1

Effective Date: 04/10/2009, Docket: RP09-136-000, Status: Effective

Original Sheet No. 230 Original Sheet No. 230

GENERAL TERMS AND CONDITIONS

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(d) (1) Within one (1) week after the end of the ten

(10) day period during which the Capacity Announcement is posted, MEP

shall convey to the existing Shipper a term sheet for the best bid

(based on price and term) which would qualify for such service in all

respects (including meeting applicable credit criteria), which is a

bona fide bid and which MEP is willing to accept. MEP may, but is not

required to, accept any bid which reflects a discount from the

applicable maximum rate. In assessing which is the best bid if more

than one bid is received, MEP shall apply the same criteria as are

utilized to allocate firm capacity pursuant to Section 2.1 of these

General Terms and Conditions, except that contract terms in excess of

five (5) years shall not increase the value of any bid.

(2) MEP's term sheet shall contain any and all

terms of the bid but shall not identify the bidder; provided,

however, such bid sheet shall indicate if the best bid was submitted

by an affiliate of MEP. Except for the providing of such term sheet

to the existing Shipper, all terms and conditions of any bid and the

identity of the bidder shall remain confidential; provided that the

Commission may on request have access to such information on a

confidential basis.

(3) The existing Shipper shall have two (2)

weeks to notify MEP whether or not it desires to match the best bid.

To match the best bid, the existing Shipper must agree to both a

price (up to the applicable maximum rate or Recourse Rate) and a term

which at least equals the bid on all or any portion of the service

the existing Shipper desires to retain; provided, however, a) if the

existing Shipper seeks to retain only a portion of its MDQ, the

analysis of whether the existing Shipper has matched the best bid may

take into account the MDQ requested under the best bid relative to

the MDQ the existing Shipper seeks to retain; and b) if the best bid

is for more than five (5) years, the existing Shipper need only match

the net present value associated with the first five (5) years

covered by the bid.

(e) (1) If the existing Shipper matches the best

bid, it shall be entitled to continuation of service and shall be

obligated to sign an Agreement tendered by MEP which reflects the

best bid or any counteroffer by the existing Shipper which matches

such best bid.