Destin Pipeline Company, L.L.C.

Original Volume No. 1

Effective Date: 01/14/2005, Docket: RP05-123-000, Status: Effective

First Revised Sheet No. 237 First Revised Sheet No. 237 : Effective

Superseding: Original Sheet No. 237

PRO FORMA

OPERATIONAL BALANCING AGREEMENT

(Continued)

Notwithstanding anything in this Agreement to the contrary,

this Agreement is not intended to modify or waive any rights

or obligations either Party may have under its FERC Gas

Tariff, as such may be revised from time to time.

5.8 Creditworthiness - Destin or Operator may make an inquiry

into the other Party's creditworthiness and obtain adequate

assurances of each's solvency and ability to perform under this

Agreement. In this regard, upon request, Operator and Destin

agree to supply each other with credit information from time to

time including, but not limited to, three (3) credit references

and either their most recent audited or otherwise verified

financial statement, or alternate credit information sufficient

to demonstrate that they will be able to meet their financial

obligations under this Agreement. The Parties acknowledge that

Destin or Operator may terminate this Agreement at the end of the

current calendar month upon prior written notice to the other

Party hereto if they do not receive the information sought by the

requesting Party which assures that Party of Operator's or

Destin's solvency and ability to continue to perform its

obligations under this Agreement.

5.9 Assignability - This Agreement shall not be assignable by

either Party.

5.10 Governing Law - The validity and interpretation of this

Agreement shall be governed by the laws of the State of Texas

(excluding choice of law provisions).

5.11 Superseding Agreement - The terms of this Agreement shall

supersede the terms of any other balancing agreement between

Destin and Operator with regard to the allocation of gas at the

Point and the resolution of the Monthly Operational Imbalance.

No modifications or amendments to this Agreement shall be valid

or enforceable unless such modifications or amendments are stated

in writing and validly executed by both Parties.