Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 560K Second Revised Sheet No. 560K : Effective

Superseding: First Revised Sheet No. 560K

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-BH 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 Subject to the availability of this Rate Schedule, this contract 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 subject to the availability of capacity and at

Shipper's election, Transporter shall require Shipper to exercise its right-of-

first refusal by making the capacity available in accord with the procedures

outlined in 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.