Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Original Sheet No. 574L Original Sheet No. 574L : Effective

INCREMENTAL LATERAL TRANSPORTATION AGREEMENT

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

ARTICLE IX

RESPONSIBILITY DURING TRANSPORTATION

Except as herein specified the responsibility for gas during transportation shall be as

stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.

ARTICLE X

WARRANTIES

10.1 In addition to the warranties set forth in Article IX of the General Terms and

Conditions of Transporter's FERC Gas Tariff, Replacement Shipper warrants the

following:

(a) Replacement 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. 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 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.