Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 06/15/1994, Docket: RP94-187-000, Status: Effective

Original Sheet No. 560D Original Sheet No. 560D : Effective

GAS TRANSPORTATION AGREEMENT

(For Use Under Rate Schedule IT-X) continued

ARTICLE X

WARRANTIES

10.1 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. 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.

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

event of any breach of warranty.

ARTICLE XI

TERM

11.1 This Agreement shall be effective from the date hereof and shall remain in full force

and effect on a month to month basis unless terminated by either Party upon at least

thirty (30) days prior written notice to the other Party.

11.2 Any portions of this Agreement necessary to resolve or cash-out imbalances under this

Agreement as required by the General Terms and Conditions of Transporter's FERC Gas

Tariff Volume No. 1, shall survive the other parts of this Agreement until such time

as such balancing has been accomplished; provided, however, that Transporter notifies

Shipper of such imbalance no later than twelve months after the termination of this

Agreement.

11.3 This Agreement will terminate automatically in the event Shipper fails to pay all of

the amount of any bill for service rendered by Transporter hereunder in accord with

the terms and conditions of Article VI of the General Terms and Conditions of

Transporter's FERC Tariff.