Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-019, Status: Effective

Substitute Original Sheet No. 626 Substitute Original Sheet No. 626 : Effective

______________________PLANT(S)

PTR TRANSPORTATION AGREEMENT (continued)

7.4 CHANGES IN RATES AND CHARGES - Transporter shall have the unilateral right to

file with the appropriate regualtory authority and make effective changes in (a)

the rates and charges applicable to service pursuant to Transporter's Rate

Schedule IT or any successor rate schedule, (b) the rate schedule(s) pursuant

to which service hereunder is rendered and/or any provisions of the General

Terms and Conditions in Transporter's FERC Gas Tariff Volume No. 1 that are

incorporated by reference herein and are applicable to this service.

Transporter agrees that Shipper may protest or contest the aforementioned

filings, or may seek authorization from duly constituted regulatory authorities

for such adjustment of Transporter's existing FERC Gas Tariff as may be found

necessary to assure Transporter's just and reasonable rates.

7.5 INDEMNIFICATION - Shipper agrees to indemnify and save Transporter harmless from

all losses, damages and expenses which occur or result from Shipper or Shipper's

Agent's operations in facilities utilized for the processing of such Liquefiable

Hydrocarbons and helium gas, except to the extent that such losses, damages and

expenses are the result of Transporter's own operations, negligence or fault.

7.6 PTR TRANSPORTATION IMBALANCE - PTR will be nominated, confirmed and scheduled

pursuant to the General Terms and Conditions of Transporter's FERC Gas Tariff

Volume No. 1. Scheduled PTR quantities will be adjusted to actual as soon as

available. The difference between scheduled and actual PTR quantities will be

cashed out as follows:

(a) If the imbalance is the result of a differential between the amount

of PTR which Shipper schedules for receipt at the Receipt Points and

the actual amount of PTR received, then the imbalance will be cashed

out at the 0-5% tolerance level contained in the cash out mechanism

in Transporter Tariff.

(b) If the imbalance results from Shipper having PTR extracted for its

account without nominating PTR transportation, then all unnominated

PTR quantities shall be cashed out at the 10-15% tolerance level

under the cash out mechanism in Transporter's Tariff.

ARTICLE VIII

RIGHTS AND DUTIES OF TENNESSEE

8.1 Exclusive Right to Conduct Operations - Transporter, or its Designee, shall

have the exclusive right and obligation to conduct operations involving

Transporter's System and the handling of the PTR Transportation Quantity

committed thereto; provided that this provision does not supersede or limit any

obligations Transporter may have to deliver such Liquefiable Hydrocarbons in

accordance with any agreements between Transporter and the owner of any

processing facilities. Subject to the above, Shipper expressly specifies that

Transporter, or its Designee, shall have, and it hereby does confer thereupon: