Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 11/01/1994, Docket: RP94-411-001, Status: Effective

Substitute Original Sheet No. 659D Substitute Original Sheet No. 659D : Effective

GAS TRANSPORTATION AGREEMENT (continued)

FOR USE UNDER RATE SCHEDULE PAT

(a) Shipper warrants that all upstream and downstream transportation arrangements

are in place, or will be in place as of the requested effective date of

service, and that it has advised the upstream and downstream transporters of

the receipt and delivery points under this Agreement and any quantity

limitations for each point. Shipper agrees to indemnify and hold Transporter

harmless for refusal to transport gas hereunder in the event any upstream or

downstream transporter fails to receive or deliver gas as contemplated by

this Agreement.

(b) Shipper agrees to defend, indemnify, and hold Transporter harmless from all

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

(including court costs and reasonable attorneys' fees) arising from or out of

breach of any warranty by Shipper in connection with the service provided

hereunder.

10.2 Transporter shall not be obligated to provide or continue service hereunder in the

event of any breach of warranty by Shipper.

ARTICLE XI

TERM

11.1 This Agreement shall be effective from the date hereof and shall remain in full

force and effect on a month to month basis unless terminated by either Party upon

at least one (1) year prior written notice to the other Party, or unless

otherwise terminated in accordance with the provisions of this Agreement, Rate

Schedule PAT, or the General Terms and Conditions of Transporter's effective FERC

Gas Tariff. Service provided hereunder will only be provided during the Winter

Season.

11.2 Any portions of this Agreement necessary to resolve or cash-out imbalances under

this Agreement as required by the General Terms and Conditions of Transporter's

FERC effective Gas Tariff shall survive the other parts of this Agreement until

such time as such resolution or cash-out has been accomplished; provided,

however, that Transporter shall notify Shipper of any such imbalance no later than

twelve months after the date of termination of this Agreement.