Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Original Sheet No. 642 Original Sheet No. 642 : Effective

FIRM NATURAL GAS TRANSPORTATION AGREEMENT (continued)

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

hereunder shall at all times remain with Shipper and shall not pass to Transporter;

provided that title to the gas delivered by Shipper hereunder for fuel and use

requirements of Transporter as set forth in Article VIII herein, shall pass to

Transporter upon delivery of said gas to Transporter at the Point(s) of Receipt.

ARTICLE XV

ASSIGNMENTS

15.1 Either party may assign or pledge this Agreement and all rights and obligations

hereunder under the provisions of any mortgage, deed of trust, indenture, or

other instrument which it has executed or may execute hereafter as security for

indebtedness. Either party may without relieving itself of its obligations

under this Agreement, assign any of its rights hereunder to a wholly owned

affiliate, but otherwise no assignment of this Agreement or any of the rights

or obligations hereunder shall be made unless there first shall have been

obtained the written consent thereto of the other party, which consent shall not

be unreasonably withheld.

15.2 Any entity which shall succeed by purchase, merger, or consolidation to the

properties, substantially or 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 XVI

MISCELLANEOUS

16.1 Unless otherwise expressley provided for in this Agreement or Transporter's FERC

Gas Tariff, no modification of or supplement to the terms and provisions hereof

shall be or become effective, except by the execution of supplementary written

consent by both parties.