Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 617D Second Revised Sheet No. 617D : Effective

Superseding: First Revised Sheet No. 617D

Supply Aggregation Service Agreement (continued)

(For Use Under Rate Schedule SA)

8.2 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 IX

MISCELLANEOUS

9.1 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 the doctrines

governing choice of law.

9.2 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.

9.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff,

no modification or supplement to the terms and provisions stated in this Agreement

shall be or become effective until Aggregator has submitted a request for change

through PASSKEY and Aggregator has been notified through PASSKEY of Transporter's

agreement to such change. Such modifications or supplements shall be set forth on

Exhibit A attached to this Agreement.