Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 598 Substitute Original Sheet No. 598 : Effective

BALANCING AGREEMENT (continued)

(For Use at Points of Receipt)

3.3 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 VI of the General Terms and Conditions of Transporter's

Tariff.

ARTICLE IV

CHARGES

4.1 Current Charges - Commencing upon the date of execution, the rates, charges, and

surcharges to be paid by Balancing Party to Transporter for the service provided

herein shall be in accordance with Transporter's Rate Schedule LMS-PA and the

General Terms and Conditions of Transporter's FERC Gas Tariff.

4.2 Incidental Charges - Balancing Party agrees to reimburse Tennessee for any

filing or similar fees, which have not been previously paid for by Balancing

Party, that Transporter incurs in rendering service hereunder.

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

MISCELLANEOUS

5.1 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