Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Third Revised Sheet No. 655 Third Revised Sheet No. 655 : Effective

Superseding: Second Revised Sheet No. 655

AGENCY AUTHORIZATION AGREEMENT (continued)

3. Indemnity: Transporter will rely on communications and actions of Agent for all

specified purposes related to the specified Contracts as set forth in Exhibit A.

Contract Holder agrees to indemnify and hold Transporter harmless against any and

all claims arising from Transporter's actions in reliance on communications with

Agent. Agent agrees to indemnify and hold Transporter harmless against any and all

claims that are brought by Contract Holder against Transporter and that arise from

or relate to this Agency Authorization Agreement or the Contracts, provided,

however, nothing herein shall relieve Transporter of liability for its own

negligence.

4. Term: The term of this Agreement shall be for a term beginning ___________ and

will continue in full force thereafter unless terminated by Agent, Contract Holder

or Transporter by written notice from any Party to all other Parties two (2)

business days prior to the effective date of the termination.

5. Regulation: This Agreement shall be subject to all applicable governmental

statutes, orders, rules, and regulations and is contingent upon the receipt and

continuation of all necessary regulatory approvals or authorizations upon terms

acceptable to Transporter. This Agreement shall be void and of no force and effect

if any necessary regulatory approval or authorization is not so obtained or

continued.

6. Waiver: No waiver by any Party of one or more defaults by the other in the

performance of any provision of this Agreement shall operate or be construed as a

waiver of any future default or defaults, whether of a like or different character.

7. The interpretation and performance of this Agreement shall be in accordance with

the laws of the state of Texas without regard to choice of law doctrine that

refers to the laws of another jurisdiction.

8. Conflicts: In the event of a conflict between the provisions of this Agreement and

the General Terms and Conditions of Transporter's FERC Gas Tariff, the General

Terms and Conditions shall govern.