Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-012, Status: Effective

Original Sheet No. 641 Original Sheet No. 641 : Effective

FIRM NATURAL GAS TRANSPORTATION AGREEMENT (continued)

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

ARTICLE XII

TERM OF AGREEMENT

This Agreement shall become effective on the date hereof; provided, however, that

Transporter shall be under no obligation to receive or to deliver any quantities of

natural gas hereunder prior to the Commencement Date as defined in Article VIII,

Section 8.1 hereof. This Agreement shall continue in force and effect until the

expiration of 20 years following the Commencement Date hereunder and from year to

year thereafter; provided, however, that either party may elect to terminate this

Agreement as of the end of such 20 year period or as of the end of any extended

annual period by giving 12 months prior written notice of such termination to be

effective on the expiration of such 20 year period or the applicable anniversary of

such period.

ARTICLE XIII

REGULATION

This Agreement shall be subject to all applicable governmental statutes and all

applicable and lawful orders, rules, and regulations.

ARTICLE XIV

WARRANTY

Shipper warrants that it will at the time of delivery of gas to Transporter hereunder

have good title to and the good right to deliver all gas so made available.

Transporter warrants that it will, at the time of delivery of gas for the account of

Shipper hereunder, have the right to deliver all such gas. Each party warrants to

the other and such other party's successors and assigns that the gas covered by its

warranty hereunder shall be free and clear of all liens, encumbrances, or claims

against the warranting party or its affiliates for use of property of such party or

its affiliates. Each party will indemnify the other and save it harmless from all

suits, actions, debts, accounts, damages, costs, losses, and expenses arising from

or out of any adverse claims regarding title and/or right to delivery of any or all

persons against the indemnifying party and/or to royalties, taxes, license fees, or

charges assessed against such party. Title to the gas received, transported, and

delivered