Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 659F Second Revised Sheet No. 659F : Effective

Superseding: First Revised Sheet No. 659F

GAS TRANSPORTATION AGREEMENT (continued)

FOR USE UNDER RATE SCHEDULE PAT

BILLING:

Attention:

ARTICLE XIII

ASSIGNMENT

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

substantially in their 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. This Agreement may not be otherwise assigned by either Party.

ARTICLE XIV

MISCELLANEOUS

14.1 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN ACCORDANCE WITH

AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY PRINCIPLES

CONCERNING CONFLICTS OF LAW.

14.2 If any provision of this Agreement is declared null and void, or voidable, by a

court of competent jurisdiction, then such provision will be considered severable

at either Party's option. To the extent that any such provision is severed from

this Agreement, the remaining provisions of this Agreement shall nevertheless

remain in full force and effect.

14.3 Unless otherwise expressly provided in this Agreement or in Transporter's effective

FERC Gas Tariff, no modification of or supplement to the terms and conditions

stated in this Agreement shall be or become effective, until Shipper has submitted

a request for change through PASSKEY and Shipper has been notified through of

Transporter's agreement to such change.