Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

 Contents / Previous / Next / Main Tariff Index

Effective Date: 12/04/1997, Docket: RP97-386-000, Status: Effective

First Revised Sheet No. 585 First Revised Sheet No. 585 : Effective

Superseding: Original Sheet No. 585

BALANCING AGREEMENT

(For Use at Points of Delivery)

This Agreement is dated ____________________, _____ by and between Tennessee Gas

Pipeline Company, a Delaware Corporation, hereinafter referred to as "Transporter" and

__________, a __________ Corporation, hereinafter referred to as "Balancing Party."

Transporter and Balancing Party shall be referred to collectively herein as "Parties.

W I T N E S S E T H:

WHEREAS, Transporter transports natural gas to the delivery point(s) specified in

Exhibit "A" attached hereto (Delivery Points) and Balancing Party receives such gas from

Transporter;

WHEREAS, the gas actually received at the Delivery Point(s) is at times different

than the quantities scheduled to be transported by Transporter to those points;

WHEREAS, Transporter and Balancing Party desire to aggregate all quantities

delivered at all of the Delivery Points for balancing purposes and to allocate the

transportation of natural gas from to Delivery Point(s) based upon scheduled quantities

and to allocate any difference between such scheduled quantities and actual deliveries

at the Delivery Point(s) (Operational Imbalance) to this Agreement;

WHEREAS, Transporter and Balancing Party desire to correct the Operational

Imbalances in subsequent periods in cash, unless the Parties mutually agree otherwise;

WHEREAS, Transporter and Balancing Party desire to implement operating rules

designed to encourage conduct that maintains Transporter's system balance in a manner

that facilitates the movement of gas for sales and transportation purposes;

NOW, THEREFORE, Transporter and Balancing Party covenant and agree as follows: