Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 604 Substitute Original Sheet No. 604 : Effective

BALANCING AGREEMENT

(For Use by Aggregator 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, Transporter and Balancing Party shall confirm or cause to be

confirmed the quantities nominated to be transported by Transporter to 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".

Balancing Party shall re-confirm any modification to such confirmations or cause such

modification to be re-confirmed prior to the commencement of the revised service.

Transporter shall notify Balancing Party or Balancing Party's designee of any

problem(s) regarding the scheduling of gas in accordance with confirmations made

hereunder within one business day after such confirmation, unless mutually agreed to

otherwise. Balancing Party shall notify Transporter or cause Transporter to be

notified of any errors in the quantities scheduled pursuant to its confirmation

within one business day of receipt of such information from Transporter. If

Balancing Party fails to confirm the quantities to be transported to any Delivery

Point(s) in accordance with the above, and such failure continues for two 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

respond, 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 Sheduled 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

set forth in Section 1.1 above 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 corrected in accordance with Article II.