Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 608 Substitute Original Sheet No. 608 : Effective

BALANCING AGREEMENT

(For Use by Aggregator at Points of Delivery)

5.2 Governing Bodies - This Agreement shall be subject to all applicable laws, federal

or state, and to all applicable rules and regulations of any duly authorized federal,

state or other government agency having jurisdiction over the transactions described

herein. THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE

WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE

DOCTRINES GOVERNING CHOICE OF LAW.

5.3 Waivers - No waiver by either Party of any one or more defaults by the other in the

performance of this Agreement shall operate or be construed as a waiver of any future

default or defaults, whether of a like or of different character.

5.4 Billings and Payments - Transporter shall bill and Balancing Party shall pay for the

correction of Operational Imbalances in cash in accordance with Articles V and VI,

respectively, of the General Terms and Conditions specified in Transporter's FERC Gas

Tariff; provided that Transporter shall have the right, but not the obligation, to

delay invoicing for such matters until the 15th day of the month following the month

of deliveries.

5.5 Incorporation of Tariff - This Agreement is subject to all terms, conditions, and

charges under Rate Schedule LMS-MA as such schedule may be modified or superseded

from time to time. Unless otherwise stated herein, the General Terms and Conditions

specified in Transporter's FERC Gas Tariff are incorporated as part of this

Agreement. Transporter shall have the unilateral right to file and make effective

changes to its Tariff affecting this Agreement.

5.6 Notices - Except as otherwise expressly provided in this Agreement or the General

Terms and Conditions applicable to this Agreement, any notice under this Agreement

shall be in writing and mailed to the post office address of the Party intended to

receive the same, as follows:

TRANSPORTER:

NOTICES: Tennessee Gas Pipeline Company

P. O. Box 2511

Houston, Texas 77252-2511

Attention: Volume Control

BILLINGS: Tennessee Gas Pipeline Company

P. O. Box 2511

Houston, Texas 77252-2511

Attention: Accounting

BALANCING PARTY:

NOTICES:

BILLINGS: