Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-012, Status: Effective

Original Sheet No. 517 Original Sheet No. 517 : Effective

AGENCY AUTHORIZATION AGREEMENT

This Agreement is made, entered into and effective as of this ____ day of

__________, 19___, by and between Tennessee Gas Pipeline Company, a Delaware corporation

hereinafter called "Transporter," and _____________ a ___________ corporation hereinafter

referred to as "Shipper". Transporter and Shipper shall be referred to herein collectively

as "Parties".

WITNESSETH:

WHEREAS Shipper and Transporter have entered into certain agreements for the

transportation and/or storage of natural gas ("Underlying Agreement(s)"), as more fully

set forth on Exhibit "A" attached hereto; and

WHEREAS, Shipper has expressed its desire to assign its nominating, scheduling

and other administrative responsibilities pursuant to one or more of the Underlying

Agreements to one or more Shipper's Agent(s) by submitting to Transporter a Request for

Agency in accordance with Section 14.3 of Article III of Transporter's General Terms and

Conditions and by submitting a complete and executed Exhibit "A" for each Shipper's Agent;

NOW, THEREFORE the Parties agree as follows:

ARTICLE I - DEFINITIONS

The definitions found in Article I of Transporter's General Terms and Conditions are

incorporated herein by reference.

ARTICLE II - SCOPE

Shipper agrees that for the term of this Agreement the Shipper's Agent(s) shall have sole

and exclusive responsibility for nominating and scheduling on behalf of Shipper, pursuant

to the Agreement(s) listed on the attached Exhibits, quantities of gas up to the Delegated

Quantities shown on the attached Exhibits; provided that in emergency situations where

Shipper needs its capacity scheduled in a specific manner and cannot contact its Agent,

Shipper shall have the right to overrule its Agent's actions if Shipper timely notifies

Transporter of the revised nomination and Shipper specifically indicates to Transporter

that this Agency Authorization Agreement is temporarily suspended and the period of time

that such suspension shall last.