Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-012, Status: Effective

Original Sheet No. 603 Original Sheet No. 603 : Effective

BALANCING AGREEMENT

(For Use by Aggregator at Points of Delivery)

This Agreement dated and effective ________________________, ____ by and between

Tennessee Gas Pipeline Company a Delaware Corporation, hereinafter referred to as

"Transporter" and ______________________ a _________________ Corpoaration, 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 at the delivery point(s) specified in

Exhibit "A" attached hereto (Delivery Points);

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

than the quantities scheduled to be purchased and/or 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 the 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; and

WHEREAS, Transporter and Balancing Party desire to implement operating rules designed

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

facilitates the movement of gas for sales and transportation purposes.

WHEREAS, Balancing Party has all requisite legal authority to perform balancing and

scheduling at the delivery points on Exhibit "A" attached.

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