Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 11/03/2001, Docket: RP02- 17-000, Status: Effective

Original Sheet No. 560V Original Sheet No. 560V : Effective

INCREMENTAL LATERAL TRANSPORTATION AGREEMENT (continued)

(For Use Under FT-IL 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. Either Party may, without relieving itself of its obligation under

this Agreement, assign any of its rights hereunder to a company with which it is

affiliated. 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 of Transporter's FERC Gas Tariff.

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 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.

15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a

part hereof for all purposes.