Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 03/13/2006, Docket: RP06-219-000, Status: Effective

First Revised Sheet No. 681 First Revised Sheet No. 681 : Effective

Superseding: Substitute Original Sheet No. 681

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under NET-284 Rate Schedule)

ARTICLE V

QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT

For all gas received, transported and delivered hereunder the Parties agree to the

Quality Specifications and Standards for Measurement as specified in the General Terms

and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new

measurement facilities are installed to provide service hereunder, measurement operations

will continue in the manner in which they have previously been handled. In the event

that such facilities are not operated by Transporter or a downstream pipeline, then

responsibility for operations shall be deemed to be Shipper's.

ARTICLE VI

RATES AND CHARGES FOR GAS TRANSPORTATION

6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates,

charges, and surcharges to be paid by Shipper to Transporter for the

transportation service provided herein shall be in accordance with Transporter's

Rate Schedule NET-284 and the General Terms and Conditions of Transporter's FERC

Gas Tariff. Except as provided to the contrary in any written or electronic

agreement(s) between Transporter and Shipper in effect during the term of this

Agreement, Shipper shall pay Transporter the applicable maximum rate(s) and all

other applicable charges and surcharges specified in the Summary of Rates in

Transporter's FERC Gas Tariff and in this Rate Schedule. Transporter and

Shipper may agree that a specific discounted rate will apply only to certain

volumes under the agreement. Transporter and Shipper may agree that a specified

discounted rate will apply only to specified volumes (MDQ, TQ, commodity

volumes, Extended Receipt and Delivery Service volumes, or Authorized Overrun

volumes) under the Agreement; that a specified discounted rate will apply only

if specified volumes are achieved (with the maximum rates applicable to volumes

above the specified volumes or to all volumes if the specified volumes are never

achieved); that a specified discounted rate will apply only during specified

periods of the year or over a specifically defined period of time; and/or that a

specified discounted rate will apply only to specified points, zones, markets or

other defined geographical area. Transporter and Shipper may agree to a

specified discounted rate pursuant to the provisions of this Section 6.1

provided that the discounted rate is between the applicable maximum and minimum

rates for this service.

In addition, a discount agreement may include a provision that if one rate

component which was at or below the applicable Maximum Rate at the time the

discount agreement was executed subsequently exceeds the applicable Maximum Rate

due to a change in Transporter's Maximum Rates so that such rate component must be

adjusted downward to equal the new applicable Maximum Rate, then other rate

components may be adjusted upward to achieve the agreed overall rate, as long as

none of the resulting rate components exceed the Maximum Rate applicable to that

rate component. Such changes to rate components shall be applied prospectively,

commencing with the date a Commission Order accepts revised tariff sheet rates.

However, nothing contained herein shall be construed to alter a refund obligation

under applicable law for any period during which rates that had been charged under

a discount agreement exceeded rates which ultimately are found to be just and

reasonable.

6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or

similar fees, which have not been previously paid for by Shipper, which

Transporter incurs in rendering service hereunder.