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. 664 First Revised Sheet No. 664 : Effective

Superseding: Original Sheet No. 664

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT (Continued)

4.2 Severability. Any provision of this Agreement which is determined by any court or

regulatory body having jurisdiction over this Agreement to be invalid or unenforceable

will be ineffective to the extent of such determination without invalidating the

remaining provisions of this Agreement or affecting the validity or enforceability of

such remaining provisions.

4.3 Entire Agreement. This Agreement and the Exhibit(s) constitute the complete

agreement of the parties relating to the matters specified in this Agreement and

supersede all prior representations or agreements, whether oral or written, with respect

to such matters. No oral modification or waiver of any of the provisions of this

agreement shall be binding on either party. No obligation to enter into any transaction

is to be implied from the execution or delivery of this Agreement.

4.4 No Third Party Beneficiaries. This Agreement is solely for the benefit of, and

shall be binding solely upon, the parties, their agents and their respective successors

and permitted assigns. This Agreement is not intended to benefit and shall not be for

the benefit of any party other than the parties hereto and no other party shall have any

right, claim or action as aresult of this Agreement.

4.5 Governing Law. This Agreement shall be governed by and interpreted in accordance

with the laws of ______________ [specify state, commonwealth, province, etc.] of

_____________________, excluding any conflict-of-law rules and principles of that

jurisdiction which would result in reference to the laws or law rules of another

jurisdiction.

4.6 Force Majeure. No party shall be liable for any failure to perform its

obligations in connection with any transaction or any Document, where such failure

results from any act of God or other cause beyond such party's reasonable control

(including, without limitation, any mechanical, electronic or communications failure)

which prevents such party from transmitting or receiving any documents and which, by the

exercise of due diligence, such party is unable to prevent or overcome.

4.7 Exclusion of Certain Damages. Neither party shall be liable to the other for any

special, incidental, exemplary or consequential damages arising from or as a result of

any delay, omission or error in the electronic transmission or receipt of any Data

Communications pursuant to this Agreement, even if either party has been advised of the

possibility of such damages and REGARDLESS OF FAULT. Any limitation on direct damages

to software and hardware arising from Data Communications under this Agreement shall be

set forth in the Exhibit(s).

4.8 Notices. All notices required or permitted to be given with respect to this

Agreement shall be given by mailing the same postage prepaid, or given by fax or by

courier, or by other methods specified in the Exhibit(s) to the addressee party at such

party's address as set forth in the Exhibit(s). Either party may change its address for

the purpose of notice hereunder by giving the other party no less than five days prior

written notice of such new address in accordance with the preceding provisions.

4.9 Assignment. This Agreement may not be assigned or transferred by either party

without the prior written approval of the other party, which approval shall not be

unreasonably withheld; provided, any assignment or transfer, whether by merger or

otherwise, to a party's affiliate or successor in interest shall be permitted without

prior consent if such party assumes this Agreement.

4.10 Waivers. No forbearance by any party to require performance of any provisions of

this Agreement shall constitute or be deemed a waiver of such provision or the right

thereafter to enforce it.