East Tennessee Natural Gas, LLC

Third Revised Volume No. 1

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Effective Date: 07/01/2004, Docket: RP04-362-000, Status: Effective

Original Sheet No. 555 Original Sheet No. 555 : Effective

BALANCING AGREEMENT

(For Use Under Rate Schedule LMS-PA)

4.3 Changes in Rates and Charges - Balancing Party agrees that Transporter

shall have the unilateral right to file with the appropriate regulatory

authority and make effective changes in (a) the rates and charges

applicable to service pursuant to Transporter's Rate Schedule LMS-PA,

(b) the rate schedule(s) pursuant to which service hereunder is

rendered, or (c) any provision of the General Terms and Conditions

applicable to those rate schedules. Transporter agrees that Balancing

Party may protest or contest the aforementioned filings, or may seek

authorization from duly constituted regulatory authorities for such

adjustment of Transporter's existing FERC Gas Tariff as may be found

necessary to assure Transporter just and reasonable rates.

ARTICLE V - TERM

5.1 Duration of Agreement - Subject to the other termination rights provided

herein, this Agreement shall be in full force and effect from

____________, __, for a term commensurate with the underlying converted

firm transportation agreement(s) and shall continue thereafter on a

month-to-month basis unless terminated by either Party giving thirty

days' prior written notice, with the termination to be effective at the

end of a calendar month. Notwithstanding the above, if any material

problems arise as a result of the provisions of this Agreement, then the

Parties will enter into good faith negotiations to amend this Agreement

to resolve such problems. If the Parties are unable to resolve such

problems as a result of such negotiations, then either Party may

terminate this Agreement upon forty eight (48) hours' prior written

notice with the termination to be effective at the end of a calendar

month.

5.2 Continuing Obligations - Following the termination of this Agreement,

any remaining Operational Imbalance shall be resolved in cash in

accordance with Rate Schedule LMS-PA of Transporter's FERC Gas Tariff,

unless the parties mutually agree otherwise; provided, however, that

Transporter has notified Balancing Party of such imbalance no later than

twelve months after the termination of this Agreement.

5.3 This Agreement will terminate automatically upon written notice from

Transporter in the event that Balancing Party fails to pay all of the

amount of any bill for service rendered by Transporter hereunder in

accord with the terms and conditions of Article 16 of the General Terms

and Conditions of Transporter's FERC Gas Tariff.

ARTICLE VI - MISCELLANEOUS

6.1 Warranties - Balancing Party warrants (i) that as to any gas that it

delivers or causes to be delivered to Transporter hereunder to correct

an Operational Imbalance that such gas will be free and clear of all

liens, encumbrances and claims whatsoever; (ii) that it will at the time

of delivery have the right to deliver or cause to be delivered such gas;

and (iii) that it will indemnify and save Transporter harmless from

suits, actions, debts, accounts, damages, costs, to said gas or to

royalties, overriding royalties, taxes, or other charges thereon or with

regard to