Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 646 Second Revised Sheet No. 646 : Effective

Superseding: First Revised Sheet No. 646

SYSTEM LICENSE AGREEMENT

This System License Agreement is entered into this ______ day of _________________,

_____, by and between Tennessee Gas Pipeline Company, Midwestern Gas Transmission Company

("Pipeline") and __________________________ ("Subscriber"). Pipeline and Subscriber

shall be collectively referred to as the "Parties."

ARTICLE I - SCOPE OF AGREEMENT

Pipeline shall make available for use by Subscriber Pipeline's interactive computer

system, ("the System"). Subscriber shall use the System to (1) request new services

under applicable rate schedules; (2) request and execute amendments of existing service

agreements; (3) nominate quantities for receipt and delivery by Pipeline pursuant to an

existing service agreement under any of Pipeline's rate schedules; (4) effect changes in

nominations of quantities for receipt and delivery by Pipeline pursuant to an existing

service agreement in accord with the rate schedule pursuant to which service is rendered;

(5) participate in Pipeline's capacity release program (e.g., post release requests, bid

on capacity) in accord with provisions of the General Terms and Conditions of Pipeline's

FERC Gas Tariff; and (6) use the Pipeline Mapping System. Subscriber may also use the

System to request and receive from Pipeline such other information as Pipeline may from

time to time make available to Subscriber through the System.

ARTICLE II - TERMS AND CONDITIONS OF AUTHORIZED USE

2.1 Upon Subscriber's request, Pipeline will make available to Subscriber any software

necessary to operate the System. Pipeline and Subscriber will agree on the number

of copies which Pipeline will make available to Subscriber, not to exceed five (5)

copies. Subscriber is not authorized to make any additional copies without the

express written consent of Pipeline. Any System software remains the property of

Pipeline, and Subscriber shall return to Pipeline any software issued by Pipeline

within five (5) days of the expiration or termination of this Agreement or within

five (5) days of any demand by Pipeline for the return of such software upon breach

by Subscriber of its obligations hereunder.