Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Original Sheet No. 574J Original Sheet No. 574J : Effective

INCREMENTAL LATERAL TRANSPORTATION AGREEMENT

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

THIS AGREEMENT is made and entered into as of the ________ day of _____________,

_____, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,

hereinafter referred to as "Transporter" and _________________________________, a

________________ Corporation, hereinafter referred to as "Replacement Shipper."

Replacement Shipper receives rights under this contract as assignment from

_______________________, a _____________________ Corporation, under _______________'s

FT-IL contract number ________ with Transporter. Transporter and Replacement Shipper

shall collectively be referred to herein as the "Parties."

ARTICLE I

DEFINITIONS

1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which

Transporter agrees to receive and transport on a firm basis on a specified

lateral, subject to Article II herein, for the account of Replacement Shipper

hereunder on each day during each year during the term hereof which shall be

____________ dekatherms. Any limitations of the quantities to be received from

each Point of Receipt and/or delivered to each Point of Delivery shall be as

specified on Exhibit "A" attached hereto.

1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and

Conditions of Transporter's FERC Gas Tariff.

ARTICLE II

TRANSPORTATION

Transportation Service - Transporter agrees to accept and receive daily on a firm basis,

at the Point(s) of Receipt from Replacement Shipper or for Replacement Shipper's account

such quantity of gas as Replacement Shipper makes available up to the Transportation

Quantity, and to deliver to or for the account of Replacement Shipper to the Point(s) of

Delivery an Equivalent Quantity of gas on a specified lateral.

ARTICLE III

POINT(S) OF RECEIPT AND DELIVERY

The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit

"A" attached hereto.

ARTICLE IV

All facilities are in place to render the service provided for in this Agreement and

Transporter shall have no obligation to build facilities to perform this service.

(If facilities are contemplated to be constructed, a brief description of the facilities

will be included, as well as who is to construct, own and/or operate such facilities.)

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