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. 595 Original Sheet No. 595 : Effective

BALANCING AGREEMENT

(For Use by Aggregator at Points of Delivery)

those rate schedules. Transporter agrees that Shipper 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 VI

MISCELLANEOUS

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

delivers or causes to be delivered to Transporter hereunder to correct

an Operational Imbalance that it will have good title to such gas, 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; (iii) that it has the right to allocate all

deliveries from the Delivery Points in accordance with this Agreement;

and (iv) that it will indemnify and save Transporter 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 hereunder. Balancing Party

represents and warrants to Transporter that all requisite

authorizations, if any, have been obtained as to any gas that Balancing

Party delivers or causes to be delivered hereunder.

6.2 Governing Bodies - This Agreement shall be subject to all applicable

laws, federal or state, and to all applicable rules and regulations of

any duly authorized federal, state or other government agency having

jurisdiction over the transactions described herein.

THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN

ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TENNESSEE,

WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.

6.3 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 of a different character.

6.4 Incorporation of Tariff - This Agreement is subject to all terms,

conditions, and charges under Rate Schedule LMS-MA as such schedule may

be modified or superseded from time to time. Unless otherwise stated

herein, the General Terms and Conditions specified in Transporter's

FERC Gas Tariff are incorporated as part of this Agreement.

Transporter shall have the unilateral right to file and make effective

changes to its tariff affecting this Agreement.

6.5 Notices - Except as otherwise expressly provided in this Agreement or

the General Terms and Conditions applicable to this Agreement, any

notice under this Agreement shall be in writing and mailed to the

Party's address shown on Exhibit A hereto or such other address as

either party may designate by written notice to the other.