Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

First Revised Sheet No. 574G First Revised Sheet No. 574G : Effective

Superseding: Original Sheet No. 574G

GAS TRANSPORTATION AGREEMENT

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

or to such other address as either Party shall designate by formal written notice to the

other.

ARTICLE XIII

ASSIGNMENTS

13.1 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. Otherwise, Replacement 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.

13.2 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 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 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 Tariff, no

modification of or supplement to the terms and provisions stated in this Agreement

shall be or become effective, until Replacement Shipper has submitted a request for

change through PASSKEY and Replacement Shipper has been notified through PASSKEY

of Transporter's agreement to such change.