Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/03/2005, Docket: RP05-534-000, Status: Effective

Third Revised Sheet No. 542 Third Revised Sheet No. 542 : Effective

Superseding: Second Revised Sheet No. 542

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-G Rate Schedule)

ARTICLE XI

WARRANTIES

11.1 In addition to the warranties set forth in Article IX of the General Terms and

Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:

(a) Shipper warrants that all upstream and downstream transportation

arrangements are in place, or will be in place as of the requested

effective date of service, and that it has advised the upstream and

downstream transporters of the receipt and delivery points under this

Agreement and any quantity limitations for each point as specified on

Exhibit "A" attached hereto. Shipper agrees to indemnify and hold

Transporter harmless for refusal to transport gas hereunder in the event

any upstream or downstream transporter fails to receive or deliver gas as

contemplated by this Agreement.

(b) Shipper agrees to indemnify and hold Transporter harmless from all suits,

actions, debts, accounts, damages, costs, losses and expenses (including

reasonable attorneys fees) arising from or out of breach of any warranty

by Shipper herein.

11.2 Transporter shall not be obligated to provide or continue service hereunder in

the event of any breach of warranty.

ARTICLE XII

TERM

12.1 This Agreement shall be effective as of ______________, _____, and shall remain

in force and effect, unless modified as per Exhibit B, until _______________,

_____ ("Primary Term") and on a month to month basis thereafter unless

terminated by either Party upon at least thirty (30) days prior written notice

to the other Party; provided, however, that if the Primary Term is less than one

year, then notice of termination may be provided via PASSKEY; provided further,

that if the Primary Term is one year or more, then any rights to Shipper's

extension of this Agreement after the Primary Term shall be governed by Article

III, Section 10.4 of the General Terms and Conditions of Transporter's FERC Gas

Tariff; and provided further, that if the FERC or other governmental body having

jurisdiction over the service rendered pursuant to this Agreement authorizes

abandonment of such service, this Agreement shall terminate on the abandonment

date permitted by the FERC or such other governmental body.