Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 559 Second Revised Sheet No. 559 : Effective

Superseding: First Revised Sheet No. 559

GAS TRANSPORTATION AGREEMENT

(For Use Under Rate Schedule IT) continued

ARTICLE XIII

ASSIGNMENT

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.

Otherwise, this Agreement shall not be assigned.

ARTICLE XIV

MISCELLANEOUS

14.1 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.

14.2 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.

14.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC 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.