East Tennessee Natural Gas Company

Second Revised Volume No. 1

Effective Date: 06/01/1997, Docket: RP97- 58-003, Status: Effective

Original Sheet No. 296 Original Sheet No. 296 : Superseded

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT (Continued)

6.15. No Third Party Beneficiary. Any agreement to pay an amount or any

assumption of liability herein contained, express or implied, shall be only for the

benefit of the undersigned parties and their permitted successors and assigns, and such

agreements and assumption shall not inure to the benefit of the obligees of any other

party, whomsoever, it being the intention of the undersigned that no one shall be deemed

to be a third party beneficiary of this Agreement.

6.16. Drafting Party. This Agreement expresses the mutual intent of the parties

to this Agreement. Accordingly, the rule of construction against the drafting party

shall have no application to this Agreement.

6.17. Incorporation of Exhibits. All exhibits attached to this Agreement are

incorporated into this Agreement as fully as if stated within the body of this

Agreement.

6.18. No Partnership or Joint Venture. Nothing contained in this Agreement shall

be construed as creating a partnership, joint venture or other entity or combination

among the parties and each party shall remain solely responsible for the actions of its

own employees and representatives.

6.19. Good Faith Dispute Resolution Procedures. If a disagreement under this

Agreement arises between TGPC and/or TGPC's Affiliates and Trading Partner, prior to

sending a formal demand letter from counsel or filing a lawsuit, TGPC and/or TGPC's

Affiliates and Trading Partner will seek in good faith to resolve the dispute by

agreement. Agreement will not be considered unachievable until the matter has been

turned over to an officer of TGPC and/or TGPC's Affiliates and Trading Partner

respectively and they are unable to resolve the matter. Unreasonable delay on the part

of an officer to attend to a dispute will indicate that agreement is unachievable.

Agreement between TGPC and/or TGPC's Affiliates and Trading Partner in a dispute may

include disposition of the matter, agreement to submit the dispute to arbitration or

agreement upon a conciliatory method.

EXECUTED effective as provided above.

TENNESSEE GAS PIPELINE COMPANY

By: _______________________________________

Name: _______________________________________

Title: _______________________________________

TRADING PARTNER

By: _______________________________________

Name: _______________________________________

Title: _______________________________________