Destin Pipeline Company, L.L.C.

Original Volume No. 1

Effective Date: 09/01/1998, Docket: CP96-655-003, Status: Effective

Original Sheet No. 235 Original Sheet No. 235 : Effective

PRO FORMA

OPERATIONAL BALANCING AGREEMENT

(Continued)

for a primary term through ______________, and shall continue thereafter on a

month-to-month basis unless canceled by either Party upon at least forty-

eight (48) hours prior written notice to the other Party prior to the

effective date of termination.

3.2 Continuing Obligations - Following the termination of this Agreement, any

remaining Monthly Operational Imbalance accrued during the term of the

Agreement shall be corrected by the imbalance resolution procedures set forth

in Section 2.2 above.

ARTICLE IV

NONRECOURSE OBLIGATIONS

Operator acknowledges and agrees that (a) Destin is a Delaware limited liability

company; (b) Operator shall have no recourse against any member of Destin with

respect to Destin's obligations under this agreement and its sole recourse shall be

against the assets of Operator, irrespective of any failure to comply with applicable

law or any provision of this Agreement; (c) no claim shall be made against any member

of Destin under or in connection with this Agreement; (d) Operator shall have no

right of subrogation to any claim of Destin for any Capital Contribution from any

member of Destin; and (e) this representation is made expressly for the benefit of

the members in Destin.

ARTICLE V

MISCELLANEOUS

5.1 Warranties - Operator warrants (i) that it has the right to allocate all

receipts and/or deliveries at the Point(s) in accordance with this Agreement,

and (ii) that it will indemnify and save Destin harmless from suits, actions,

debts, accounts, damages, costs, losses and expenses arising from or out of

adverse claims of any or all persons to said gas or to royalties, overriding

royalties, taxes, or other charges thereon or with regard to the allocation

of gas on Operator's system hereunder. Destin warrants (i) that it has the