Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Third Revised Sheet No. 650 Third Revised Sheet No. 650 : Effective

Superseding: Second Revised Sheet No. 650

SYSTEM LICENSE AGREEMENT (continued)

4.2 Subscriber agrees to protect, defend, indemnify, and hold harmless Pipeline against

any and all loss, costs, damages, and expenses of any nature whatsoever (including

court costs and reasonable attorney's fees), resulting from or otherwise related

to any claim, demand, or action asserted against Pipeline, arising from or

connected with Subscriber's use of the System except for the negligence, bad faith,

fraud or willful misconduct of Pipeline.

ARTICLE V - TERM

This Agreement shall be and continue in full force and effect from the date of execution

hereof until twelve (12) months after implementation of restructured services pursuant

to Order No. 636 by Pipeline and shall continue thereafter on a month to month basis

unless terminated by Pipeline for due cause or at the request of Subscriber. Subscriber

agrees that Pipeline shall have the unilateral right to file with the appropriate

regulatory authority to make changes in the rates, charges, terms and conditions

applicable to service pursuant to this Agreement or any provisions of the General Terms

and Conditions applicable to this Agreement. Pipeline agrees that Subscriber may protest

or contest the aforementioned filings and that Subscriber does not waive any rights it

may have with respect to such filings.

ARTICLE VI - NOTICE

Except as otherwise provided in the General Terms and Conditions applicable to this

Agreement, any notice under this Agreement shall be in writing and mailed to the post

office address of the party intended to receive the same, as follows:

Pipeline: Tennessee Gas Pipeline Company

(As Appropriate) Midwestern Gas Transmission Company

P. O. Box 2511

Houston, Texas 77252-2511

Attention: Director, Transportation Services