Destin Pipeline Company, L.L.C.

Original Volume No. 1

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

Original Sheet No. 236 Original Sheet No. 236 : Superseded

PRO FORMA

OPERATIONAL BALANCING AGREEMENT

(Continued)

right to allocate all deliveries and/or receipts at the Point(s) in

accordance with this Agreement, and (ii) that it will indemnify and save

Operator 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 Destin's system

hereunder.

5.2 Governing Bodies - This agreement shall be subject to all applicable laws,

Federal or State, and to all applicable rules, orders, statutes and

regulations of any duly authorized Federal, State or other government agency

having jurisdiction.

5.3 Waivers - No waiver by either Party of any one or more defaults by the other

in the performance of this Agreement shall operate or be construed as a

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

character.

5.4 Billings and Payments - Bills and payments which are due hereunder shall be

tendered in accordance with the billing and payment terms of the billing

Party's FERC Gas Tariff, unless the Parties agree otherwise.

5.5 Third Party Beneficiaries - No person, firm or corporation which is not a

party hereto shall have any legal or equitable right, remedy or claim under

this Agreement or any provision herein. Nothing herein is intended to or

shall establish any third party beneficiaries to this Agreement.

5.6 Operations - Neither Party shall have any obligation to alter its system

pressures, provide compression or modify its operations to eliminate any

Operational Imbalance hereunder.

5.7 Incorporation of Tariff - Unless otherwise stated herein, the General Terms

and Conditions specified in the currently effective Volume No. 1 of Destin's

FERC Gas Tariff shall be incorporated as part of this Agreement