Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 05/01/2000, Docket: RP00- 229-000, Status: Effective

Second Revised Sheet No. 536 Second Revised Sheet No. 536 : Effective

Superseding: First Revised Sheet No. 536

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-A Rate Schedule)

or to such other address as either Party shall designate by formal written notice to the

other.

ARTICLE XIV

ASSIGNMENTS

14.1 Either Party may assign or pledge this Agreement and all rights and obligations

hereunder under the provisions of any mortgage, deed of trust, indenture, or other

instrument which it has executed or may execute hereafter as security for

indebtedness. Either Party may, without relieving itself of its obligation under

this Agreement, assign any of its rights hereunder to a company with which it is

affiliated. Otherwise, Shipper shall not assign this Agreement or any of its

rights hereunder, except in accord with Article III, Section 11 of the General

Terms and Conditions of Transporter's FERC Gas Tariff.

14.2 Any person which shall succeed by purchase, merger, or consolidation to the

properties, substantially as an entirety, of either Party hereto shall be entitled

to the rights and shall be subject to the obligations of its predecessor in

interest under this Agreement.

ARTICLE XV

MISCELLANEOUS

15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH

AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE

DOCTRINES GOVERNING CHOICE OF LAW.

15.2 If any provision of this Agreement is declared null and void, or voidable, by a

court of competent jurisdiction, then that provision will be considered

severable at either Party's option; and if the severability option is exercised,

the remaining provisions of the Agreement shall remain in full force and effect.

15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas

Tariff, no modification of or supplement to the terms and provisions stated in

this Agreement shall be or become effective until Shipper has submitted a

request for change through PASSKEY and Shipper has been notified through PASSKEY

of Transporter's agreement to such change.

15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part

hereof for all purposes.