Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 11/06/1994, Docket: RP95- 4-000, Status: Effective

First Revised Sheet No. 639 First Revised Sheet No. 639 : Effective

Superseding: Original Sheet No. 639

FIRM NATURAL GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under "NET-Niagara", "NET-Northeast" and "NET-Elgen" Rate Schedules)

8.3 Fuel and Use Quantity - Prior to the commencement Date (as defined in Section

8.1 hereof) and from to time thereafter Transporter and Shipper shall mutually

agree whether Transporter or Shipper shall supply the fuel required for

transportation hereunder. In the event Transporter and Shipper agree that

Transporter shall supply the fuel required for fuel and losses ("Fuel and Use

Quantity"), Transporter shall charge Shipper an amount equal to the product of

(a) the amount specified for the cash out of delivery point imbalances in the

0-5% range under Rate Schedule LMS-MA of Transporter's FERC Gas Tariff, Volume

No. I, and (b) the Fuel and Use Quantity. Transporter's provision of the fuel

required for transportation hereunder is subject to termination on 30 days'

written notice, at the option of either Transporter in its sole discretion or

Shipper in its sole discretion. In the event that Transporter does not provide

the Fuel and Use Quantity as stated above, then Shipper shall furnish the

quantity of gas required for fuel and losses. The quantity of gas retained by

Transporter for fuel and losses shall be equal to the quantity of gas scheduled

for delivery to Transporter multiplied by the applicable percentage shown for

Shipper's service in Article 7 of Transporter's NET Rate Schedule.

8.4 Rate Changes - Shipper agrees that Transporter shall have the unilateral right

pursuant to this Article VIII to file and make effective changes in (a) the

rates, charges, and conditions applicable to service pursuant to the Rate

Schedule under which this service is rendered (b) the rate schedule(s) pursuant

to which service hereunder is rendered, and/or (c) any provisions of the General

Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1 as such

Tariff may be revised or replaced from time to time. 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.