Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 10/01/2003, Docket: RP00-477-005, Status: Effective

First Revised Sheet No. 606 First Revised Sheet No. 606 : Effective

Superseding: Substitute Original Sheet No. 606

BALANCING AGREEMENT

(For Use by Aggregator at Points of Delivery) (continued)

2.3 Corrections in Subsequent Periods - As soon as practicable following the close of

each month, Transporter will send Balancing Party a statement setting forth the

accrued Daily Imbalance Charges and the Operational Imbalance existing at the end

of the prior month. Any Monthly Operational Imbalance shall be corrected in cash

in accordance with Rate Schedule LMS-MA, unless the Parties mutually agree

otherwise.

2.4 Measurement of Operational Imbalance - Measurement of gas for all purposes shall

be in accordance with Transporter's FERC Gas Tariff.

2.5 Operational Integrity - Nothing in this Article II shall limit Transporter's right

to take action as may be required to adjust deliveries of gas in order to

alleviate conditions that threaten the integrity of its system.

ARTICLE III

TERM

3.1 Duration of Agreement - Subject to the other termination rights provided herein,

this Agreement shall be in full force from the date hereof for a primary term of

one month and shall continue thereafter on a month-to-month basis unless cancelled

by either Party upon thirty days' prior written notice with the termination to be

effective at the end of a calendar month. Notwithstanding the above, if any

material problems arise as a result of the provisions of this Agreement, then the

Parties will enter into good faith negotiations to amend this Agreement to resolve

such problems. If the Parties are unable to resolve such problems as a result of

such negotiations, then either Party may terminate this Agreement upon forty-eight

(48) hours' prior written notice, with the termination to be effective at the end

of a calendar month.

3.2 Continuing Obligations - Following the termination of this Agreement, any

remaining Operational Imbalance shall be corrected in cash in accordance with Rate

Schedule LMS-MA of Transporter's FERC Gas Tariff, unless the Parties mutually

agree otherwise; provided, however, that Transporter has notified Balancing Party

of such imbalance no later than twelve months after the termination of this

Agreement.

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.