Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 08/01/1998, Docket: RP98- 99-003, Status: Effective

Substitute Original Sheet No. 574E Substitute Original Sheet No. 574E : Effective

GAS TRANSPORTATION AGREEMENT

(For Use By Replacement Shipper Under Rate Schedule FT-BH) continued

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. Replacement 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) Replacement 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 Replacement 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 Subject to the availability of this Rate Schedule, this Agreement shall be

effective as of _______________, ____ and shall remain in force and effect until

_________________, _____ (subject to recall).

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 Replacement 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 Replacement 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.