Alabama-Tennessee Natural Gas Company

Second Revised Volume No. 1

Effective Date: 06/01/1997, Docket: RP97-165-004, Status: Effective

1st Sub. First Revised Sheet No. 101A 1st Sub. First Revised Sheet No. 101A : Superseded

Superseding: SUB. FIRST REVISED SHEET NO. 101a

GENERAL TERMS AND CONDITIONS (continued)

Transporter receives any bids for such capacity during

the Bidding Period the Right of First Refusal

provisions set forth in Section 3.14(e)(i) below shall

apply.

i) Within one business day after the close of the

Bidding Period, Transporter shall present the

existing Customer any offer(s) received during

the Bidding Period and, in the event of more than

one offer received, such offer which reflects the

highest present value as computed in accordance

with Section 3.13 of the General Terms and

Conditions. Upon receipt of the offer

information, the existing Customer shall have the

Right of First Refusal consisting of twenty-five

(25) business days to match such offer(s). In

any event, prior to the commencement of service

the successful Bidder: (1) shall enter into a

Released Transportation Contract for such

capacity in the form included beginning at Tariff

Sheet No. 190 which shall incorporate among other

things all the terms of the successful bid, (2)

shall submit to Transporter, in accord with

Section 3.1(f) of the applicable Rate Schedule of

Transporter's Tariff, a check in an amount equal

to the lesser of $10,000 or the total reservation

charges under its Transportation Service Contract

applicable to the released service for the lesser

of a three month period or the term of the