Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 544 Second Revised Sheet No. 544 : Effective

Superseding: First Revised Sheet No. 544

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-G 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. 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.

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.