Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-019, Status: Effective

Substitute Original Sheet No. 586 Substitute Original Sheet No. 586 : Effective

BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

ARTICLE I

NOMINATIONS AND CONFIRMATIONS

1.1 Confirmation of Nominations - Prior to the beginning of the month in which

service is to commence, Balancing Party shall confirm the quantities nominated

to be transported by Transporter at the Delivery Point(s) commencing on the

first day of the month following the confirmation. The quantities confirmed

through this process shall become the "Scheduled Quantities". Any modification

to such scheduled quantities shall be re-confirmed by Transporter and Balancing

Party prior to the commencement of the revised service. Transporter shall

notify Balancing Party of any problems regarding the scheduling of gas in

accordance with confirmation hereunder within one business days after such

confirmation, unless mutually agreed to otherwise. Balancing Party shall notify

Transporter of any errors in the quantity scheduled pursuant to its

confirmations within one business day of receipt of such information from

Transporter. If Balancing Party fails to confirm the quantities to be

transported and/or purchased at any Delivery Point(s) in accordance with the

above, and such failure continues for two business days or more (whether or not

such days are consecutive) after 24 hour written notice to the Balancing party

by Transporter for each occurrence of Balancing party's failure to confirm, then

the affected Delivery Points shall be deleted from Exhibit A upon written notice

from Transporter at the end of that calendar month.

1.2 Allocations Based on Scheduled Quantities - The Parties intend that the quantity

actually delivered at the Delivery Point(s) will be equal to the Scheduled

Quantities. Balancing Party shall use all reasonable efforts to ensure that the

quantities actually delivered at the Delivery Point(s) are equal to the

Scheduled Quantities. Unless prohibited by applicable law or regulation, all

transportation services and/or gas sales by Transporter shall be allocated each

day based upon the Scheduled Quantities or by such other methods as may be

mutually agreed to by both Parties.

1.3 Allocation of Variances - The difference on any day between the Scheduled

Quantities and the actual quantity delivered at the Delivery Point(s) shall be

the Daily Variance and shall be allocated to this Agreement. The difference

between the sum of the Scheduled Quantities during a calendar month and the

total actual quantity delivered at the Delivery Point(s) during the calendar

month shall be the Monthly Operational Imbalance. Any Monthly Operational

Imbalances will be resolved in accordance with Article II.