Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 08/01/1999, Docket: GT99- 58-000, Status: Effective

First Revised Sheet No. 663 First Revised Sheet No. 663 : Effective

Superseding: Original Sheet No. 663

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT (Continued)

[A] those terms and conditions, including any terms for payment, included

in the Exhibit(s);

and

[B] such additional terms and conditions as may be determined in accordance

with applicable law.

3.3 Change in Terms and Conditions. Notwithstanding Section 4.1 of this Agreement, if

any party determines that Data Communications under this Agreement are altered by a

subsequent change to a party's tariff or obligation imposed by a governmental entity

exercising jurisdiction over that party, then the affected party shall give immediate

notice defining which Data Communications under this Agreement are affected, and the

reasons therefore, and may provide notice of termination of this Agreement as provided

in Section 4.8, effective immediately upon receipt of such notice by the other party to

this Agreement.

3.4. Confidentiality. No information contained in any Document or otherwise exchanged

between the parties shall be considered confidential, except to the extent provided in

Section 1.5 or in the Exhibit(s), by written agreement between the parties, or by

applicable law.

3.5. Validity: Enforceability

3.5.1 This Agreement has been executed by the parties to evidence their mutual

intent to be bound by the terms and conditions set forth herein relating to the

electronic transmission and receipt of Data Communications.

3.5.2 Any Document properly transmitted pursuant to this Agreement shall be

considered, in connection with any transaction, any other written agreement described in

Section 3.1, or this Agreement, to be a "writing" or "in writing"; and any such Document

when containing, or to which there is applied, a Digital Signature ("Signed Documents")

shall be deemed for all purposes (a) to have been "signed" and (b) to constitute an

"original" when printed from electronic files or records established and maintained in

the normal course of business.

3.5.3 The parties agree not to contest the validity or enforceability of Signed

Documents under the provisions of any applicable law relating to whether certain

agreements are to be in writing or signed by the party to be bound thereby. Signed

Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or

administrative proceedings, will be admissible as between the parties to the same extent

and under the same conditions as other business records originated and maintained in

documentary form. Neither party shall contest the admissibility of copies of Signed

Documents under either the business records exception to the hearsay rule or the best

evidence rule on the basis that the Signed Documents were not originated or maintained

in documentary form.

Section 4. Miscellaneous

4.1 Term. This Agreement shall be effective as of the date first set forth above and

shall remain in effect until terminated by either party with not less than 30 days prior

written notice specifying the effective date of termination; provided, however, that

written notice for purposes of this paragraph shall not include notice provided pursuant

to an EDI transaction; further provided, however, that any termination shall not affect

the respective obligations or rights of the parties arising under any Documents or

otherwise under this Agreement prior to the effective date of termination.