Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

First Revised Sheet No. 682 First Revised Sheet No. 682 : Effective

Superseding: Original Sheet No. 682

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under NET-284 Rate Schedule)

6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the

unilateral right to file with the appropriate regulatory authority and make

effective changes in (a) the rates and charges applicable to service pursuant to

Transporter's Rate Schedule NET-284, (b) the rate schedule(s) pursuant to which

service hereunder is rendered, or (c) any provision of the General Terms and

Conditions applicable to those rate schedules. Transporter agrees that Shipper

may protest or contest the aforementioned filings, or may seek authorization

from duly constituted regulatory authorities for such adjustment of

Transporter's existing FERC Gas Tariff as may be found necessary to assure

Transporter just and reasonable rates.

ARTICLE VII

BILLINGS AND PAYMENTS

Transporter shall bill and Shipper shall pay all rates and charges in accordance with

Articles V and VI, respectively, of the General Terms and Conditions of the FERC Gas

Tariff.

ARTICLE VIII

GENERAL TERMS AND CONDITIONS

This Agreement shall be subject to the effective provisions of Transporter's Rate

Schedule NET-284 and to the General Terms and Conditions as incorporated therein, as the

same may be changed or superseded from time to time in accordance with the rules and

regulations of the FERC.

ARTICLE IX

REGULATION

9.1 This Agreement shall be subject to all applicable and lawful governmental

statutes, orders, rules and regulations and is contingent upon the receipt and

continuation of all necessary regulatory approvals or authorizations upon terms

acceptable to Transporter. This Agreement shall be void and of no force and

effect if any necessary regulatory approval is not so obtained or continued. All

Parties hereto shall cooperate to obtain or continue all necessary approvals or

authorizations, but no Party shall be liable to any other Party for failure to

obtain or continue such approvals or authorizations.

9.2 The transportation service described herein shall be provided subject to Subpart

G, Part 284 of the FERC Regulations.

ARTICLE X

RESPONSIBILITY DURING TRANSPORTATION

Except as herein specified, the responsibility for gas during transportation shall be as

stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.