Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 03/13/2006, Docket: RP06-219-000, Status: Effective

Third Revised Sheet No. 540 Third Revised Sheet No. 540 : Effective

Superseding: Second Revised Sheet No. 540

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-G Rate Schedule)

ARTICLE V

QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT

For all gas received, transported and delivered hereunder the Parties agree to

the Quality Specifications and Standards for Measurement as specified in the

General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To

the extent that no new measurement facilities are installed to provide service

hereunder, measurement operations will continue in the manner in which they have

previously been handled. In the event that such facilities are not operated by

Transporter or a downstream pipeline, then responsibility for operations shall

be deemed to be Shipper's.

ARTICLE VI

RATES AND CHARGES FOR GAS TRANSPORTATION

6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates,

charges and surcharges to be paid by Shipper to Transporter for the

transportation service provided herein, including compensation for system fuel

and losses, shall be in accordance with Transporter's Rate Schedule FT-G and

the General Terms and Conditions of Transporter's FERC Gas Tariff. Except as

provided to the contrary in any written or electronic agreement(s) between

Transporter and Shipper in effect during the term of this Agreement, Shipper

shall pay Transporter the applicable maximum rate(s) and all other applicable

charges and surcharges specified in the Summary of Rates in Transporter's FERC

Gas Tariff and in this Rate Schedule. Transporter and Shipper may agree that a

specific discounted rate will apply only to certain volumes under the

agreement. Transporter and Shipper may agree that a specified discounted rate

will apply only to specified volumes (MDQ, TQ, commodity volumes or Authorized

Overrun volumes) under the Agreement; that a specified discounted rate will

apply only if specified volumes are achieved (with the maximum rates applicable

to volumes above the specified volumes or to all volumes if the specified

volumes are never achieved); that a specified discounted rate will apply only

during specified periods of the year or over a specifically defined period of

time; that a specified discounted rate will apply only to specified points,

zones, markets or other defined geographical area; and/or that a specified

discounted rate will apply only to production or reserves committed or

dedicated to Transporter. Transporter and Shipper may agree to a discounted

rate pursuant to the provisions of this Section 6.1 provided that the

discounted rate is between the applicable maximum and minimum rates for this

service.

In addition, a discount agreement may include a provision that if one rate

component which was at or below the applicable Maximum Rate at the time the

discount agreement was executed subsequently exceeds the applicable Maximum Rate

due to a change in Transporter's Maximum Rates so that such rate component must

be adjusted downward to equal the new applicable Maximum Rate, then other rate

components may be adjusted upward to achieve the agreed overall rate, as long as

none of the resulting rate components exceed the Maximum Rate applicable to that

rate component. Such changes to rate components shall be applied prospectively,

commencing with the date a Commission Order accepts revised tariff sheet rates.

However, nothing contained herein shall be construed to alter a refund obligation

under applicable law for any period during which rates that had been charged

under a discount agreement exceeded rates which ultimately are found to be just

and reasonable.