Enbridge Pipelines (AlaTenn) Inc.

Third Revised Volume No. 1

Effective Date: 10/01/2001, Docket: GT01- 31-000, Status: Effective

Original Sheet No. 140 Original Sheet No. 140 : Effective

GENERAL TERMS AND CONDITIONS (continued)

(h) If multiple Bidders meeting the minimum conditions request

less than the total available capacity, then Transporter,

subject to any Prearranged Replacement Shipper's exercise of

its right of first refusal (matching) as set forth above,

shall award capacity, best bid first, until all offered

capacity is awarded.

(i) For informational purposes only, Transporter shall post on

its EBB system the terms of the successful bid within forty-

eight (48) hours of the awarding of such winning bid.

(j) If elected by the Releasing Shipper then prior to the

commencement of service pursuant to any Release Request, the

Releasing Shipper, Transporter and the Replacement Shipper

(which shall include a Prearranged Replacement Shipper, if

any) shall enter into a three-party contract for the

released capacity in the form set forth beginning at Sheet

No. 348 of this Tariff which shall incorporate an Exhibit

which states, among other things, all the terms of the

successful bid ("Released Transportation Service Contract").

(k) The Replacement Shipper shall submit to Transporter, in

accord with Section 3.1(f) of the applicable Rate Schedule

of this Tariff, including any applicable surcharges, a check

in an amount equal to the lesser of (1) $10,000, (2) the

total reservation charges under its Released Transportation

Service Contract applicable to the released service for the

lesser of a three month period or the term of the Contract,

or (3) if the release is based on a volumetric rate, the

volumetric rate less the usage portion of that rate,

multiplied by the total capacity to be released, multiplied

by the lesser of a three month period or the term of the

Contract. The applicable prepayment amount shall be

credited against the Replacement Shipper's first month's

invoice.