Tennessee Gas Pipeline Company


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Effective Date: 08/01/1999, Docket: GT99- 58-000, Status: Effective

Second Revised Sheet No. 676 Second Revised Sheet No. 676 : Effective

Superseding: First Revised Sheet No. 676








This Agreement is entered into on this_______day of____________________, by and

between _________________________________________,("Contract Holder"),

_________________________________________, ("Limited Agent") and Tennessee Gas Pipeline

Company ("Transporter").




WHEREAS Contract Holder has rights and obligations under certain contracts with



WHEREAS, Limited Agent has executed an Electronic Data Interchange Trading Partner

Agreement ("TPA") with Transporter;


WHEREAS Contract Holder has expressed its desire to assign certain electronic

communication, linkage services and related administrative responsibilities to Limited



NOW THEREFORE, Contract Holder, Transporter, and Limited Agent agree as follows:



1. Agency: Contract Holder hereby agrees that for the term of this Agreement

Limited Agent shall have sole and exclusive responsibility on Contract

Holder's behalf for the electronic communication, linkage services and

related administrative responsibilities as described in the TPA between

Transporter and the Limited Agent for the data sets identified in Exhibit I

to this Agreement as those data sets are used for all the agreements entered

into between Contract Holder and Transporter (the "Contracts"). Except as

set forth in this Section 1, Contract Holder shall retain sole and exclusive

responsibility for all other forms of communication and related

administrative responsibilities with Transporter for the Contracts.


2. Indemnity: Transporter will rely on communications and actions of Limited

Agent for all purposes within the scope of the agency described in Section 1

above as such communications and actions relate to the Contracts. Contract

Holder agrees to indemnify and hold Transporter harmless against any and all

claims arising from Transporter's actions in reliance on communications with

Limited Agent. Limited Agent agrees to indemnify and hold Transporter

harmless against any and all claims that are brought by Contract Holder

against Transporter that arise from or relate to this Agency Authorization

Agreement, provided, however, nothing herein shall relieve Transporter of

liability for its own negligence.


3. Term: The term of this Agreement shall be for one month beginning ________

and will continue in full force month-to-month thereafter unless terminated

by Limited Agent, Contract Holder or Transporter by written notice from any

Party to all other Parties five (5) business days prior to the termination

taking effect.


4. Regulation: This Agreement shall be subject to all applicable 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 or authorization is

not so obtained or continued.


5. Waiver: No waiver by any Party of one or more defaults by the other in the

performance of any provision of this Agreement shall operate or be construed

as a waiver of any future default or defaults, whether of a like or

different character.