Millennium Pipeline Company, L. L. C.

Original Volume No. 1

Effective Date: 12/22/2008, Docket: CP98-150-011, Status: Effective

Original Sheet No. 610 Original Sheet No. 610

OPERATIONAL BALANCING AGREEMENT

(Continued)

ARTICLE IV

OTHER AGREEMENTS

4.1 In the event that any provision of this Agreement conflicts with any

provision of the Parties' respective FERC Gas Tariffs or transportation

agreements, the applicable provision of the Parties' FERC Gas Tariffs or

transportation agreements shall take precedence over the conflicting

provisions of this Agreement; provided, however, that no Party or Daily or

Monthly Operational Imbalance, estimated or actual, shall be subject to (i) a

cash-in or cash-out, or (ii) an operational flow order, unless specifically

provided for in this Agreement.

ARTICLE V

NO THIRD PARTY BENEFICIARIES

5.1 This Agreement shall not create any rights in third parties, and no

provision of this Agreement shall be construed as creating any obligations

for the benefit of, or rights in favor of, any person or entity other than

the Parties.

ARTICLE VI

STANDARD OF PERFORMANCE

6.1 The Parties understand and agree that performance under this Agreement

shall occur only on a good faith basis. In the event of nonperformance or

noncompliance by either Party with respect to one or more

of the conditions set forth herein, such Party shall not be liable in any

manner to the other Party or to any third parties for such nonperformance or

noncompliance; except that, the Parties shall be legally obligated to

reconcile any outstanding actual Operational Imbalance under this Agreement

and which may exist upon termination of this Agreement consistent with the

relevant terms and conditions set forth in this Agreement.