Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 11/05/2005, Docket: RP06- 10-000, Status: Effective

Fifth Revised Sheet No. 593C Fifth Revised Sheet No. 593C : Effective

Superseding: Fourth Revised Sheet No. 593C

Agreement between Tennessee Gas

Pipeline Company ("Transporter") and

___________________________ ("Third Party Provider or TPP Contractor")

dated ________________________

TPP Agreement

This Agreement is entered into between Transporter and _________________, a

Third Party Provider ("TPP") that has entered into a Balancing Agreement in the form set

forth in Transporter's FERC Gas Tariff (hereinafter referred to as "TPP Contractor").

The individual facilities owned/operated by Transporter and by TPP Contractor

interconnect at ___________________ (the "TPP Service Point") and TPP Contractor has

entered into agreements with its customers providing for the receipt and delivery of gas

by TPP Contractor at the TPP Service Point.

TPP Contractor further desires to provide for the receipt or delivery of gas at

the TPP Service Point for its customers who have elected or may elect TPP Service

pursuant to Section 8 and/or Section 9 of Transporter's LMS-MA Rate Schedule. In

recognition of this desire, TPP Contractor and Transporter further agree as follows:

1. Information - TPP Contractor must have the ability to verify changes in flow by

real time validation to Transporter through electronic telemetry equipment.

2. Confirmation of Balancing Parties - No later than 5 business days prior to the

beginning of each month, TPP Contractor shall confirm with Transporter, either

through Transporter's PASSKEY or via fax, the identities of the Balancing

Parties using TPP Contractor to provide a swing service as part of the TPP

Service pursuant to Section 8 and/or Section 9 of Transporter's LMS-MA Rate

Schedule.

3. Confirmation of Nominations - In addition to the provisions of Article I of the

Balancing Agreement, each day the Parties shall reconcile and confirm, through

Transporter's PASSKEY or via fax, the quantities of gas scheduled for receipt or

delivery at the TPP Service Point ("TPP Quantities") on a prospective basis as

well as the quantities of gas allocated to the TPP Service Point through the TPP

Service ("Swing Quantities") on a retroactive basis. Two (2) business days

after actual flow, Transporter shall provide to TPP Contractor, via PASSKEY or

fax, its best available data as to the Swing Quantities allocated to the TPP

Service Point. Upon receipt of such data, TPP Contractor shall, within one (1)

hour, commence providing for receipt or delivery of gas at the TPP Service Point

to make-up for such Swing Quantities, in addition to the normal daily receipt or

delivery of gas for TPP Quantities and complete such make-up within twenty-four

(24) hours of commencement; provided that upon notice by Transporter,

Transporter and TPP Contractor may establish a longer period of time for such

make-up if operational conditions exist that warrant the extension. Any changes

to TPP Quantities shall be effective only if agreed to by both Parties. Such

communication regarding changes shall be substantially in the form mutually

agreeable to the Parties.