Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/03/2005, Docket: RP05-534-000, Status: Effective

First Revised Sheet No. 683 First Revised Sheet No. 683 : Effective

Superseding: Original Sheet No. 683

GAS TRANSPORTATION AGREEMENT (continued)

(For Use Under NET-284 Rate Schedule)

ARTICLE XI

WARRANTIES

11.1 In addition to the warranties set forth in Article IX of the General Terms and

Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:

(a) Shipper warrants that all upstream and downstream transportation

arrangements are in place, or will be in place as of the requested effective

date of service, and that it has advised the upstream and downstream

transporters of the receipt and delivery points under this Agreement and any

quantity limitations for each point as specified on Exhibit "A" attached

hereto. Shipper agrees to indemnify and hold Transporter harmless for

refusal to transport gas hereunder in the event any upstream or downstream

transporter fails to receive or deliver gas as contemplated by this

Agreement.

(b) Shipper agrees to indemnify and hold Transporter harmless from all suits,

actions, debts, accounts, damages, costs, losses and expenses (including

reasonable attorneys fees) arising from or out of breach of any warranty by

Shipper herein.

11.2 Transporter shall not be obligated to provide or continue service hereunder in the

event of any breach of warranty.

ARTICLE XII

TERM

12.1 This contract shall be effective as of __________________, _____, and shall

remain in force and effect until __________________, _____ ("Primary Term") and

on a month to month basis thereafter unless terminated by either Party upon at

least thirty (30) days prior written notice to the other Party; provided,

however, that if the Primary Term is less than one year, then notice of

termination may be provided via PASSKEY; provided further, that if the Primary

Term is one year or more, then unless Shipper elects upon one year's prior

written notice to Transporter to request a lesser extension term, the Agreement

shall automatically extend upon the expiration of the Primary Term for a term of

five years and shall automatically extend for successive five year terms

thereafter unless Shipper provides notice described above in advance of the

expiration of a succeeding term; and provided further, that if the FERC or other

governmental body having jurisdiction over the service rendered pursuant to this

Agreement authorizes abandonment of such service, this Agreement shall terminate

on the abandonment date permitted by the FERC or such other governmental body.