Overthrust Pipeline Company

First Revised Volume No. 1-A

Effective Date: 10/01/1997, Docket: RP97-507-000, Status: Effective

First Revised Sheet No. 56 First Revised Sheet No. 56 : Superseded

Superseding: Original Sheet No. 56

received by Overthrust and may not be withdrawn by the

bidding Shipper.

(b) The bidding Shipper's bid must include all

information included in 7 of these General Terms and

Conditions.

9.4 Overthrust shall not be obligated to accept any

bid for the capacity at less than the maximum applicable

tariff rate or for a term greater than 20 years. Upon

acceptance of a bid, Overthrust shall inform the existing

Shipper of the terms of the bid to permit Shipper to

exercise its right of first refusal. A Shipper exercising

its right of first refusal must match the highest bid but

only up to the maximum term of five years. The existing

Shipper shall have five days to inform Overthrust that it

agrees to match the bid.

If the existing Shipper notifies Overthrust that it

elects to match the terms of price and duration of the

accepted bid, Overthrust shall contract with the existing

Shipper. If the existing Shipper does not elect to match

the terms of the replacement Shipper's bid, Overthrust will

contract with the replacement Shipper according to the terms

and conditions of the tariff.

9.5 If no bids are received and the existing Shipper

is willing to pay the maximum rate, the existing Shipper

will be entitled to continue to receive service for whatever

term it chooses. At the end of the term, the existing

Shipper may again exercise its right of first refusal to

retain the capacity.

9.6 If Overthrust and an existing shipper enter into a

contract to continue service that was not subject to an

evergreen clause or the right of first refusal, the bidding

requirements of 7 will apply. However, any Shipper that

acquires available capacity according to this section will

not be required to repeat the bidding procedures outlined in

7 of this tariff.

10. CREDITWORTHINESS

10.1 Acceptance of a request for transportation

service and performance of that service is contingent upon a

satisfactory credit appraisal by Overthrust of Shipper's

creditworthiness. All required credit information shall be

evaluated by Overthrust on a uniform basis for all similarly