Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Original Sheet No. 611 Original Sheet No. 611 : Effective

PIPELINE BALANCING AGREEMENT

(For Use at Interconnections with Qualifying Pipelines)

This Agreement dated and effective _____________, 1993 by and between Tennessee Gas

Pipeline Company, a Delaware Corporation, hereinafter referred to as "Transporter," and

___________, a ____________ Corporation, hereinafter referred to as "Pipeline."

Transporter and Pipeline shall be referred to collectively herein as "Parties."

WITNESSETH:

WHEREAS, the facilities operated by Transporter and by Pipeline interconnect at the

"Interconnection Point(s)" specified on Exhibit "A" attached hereto;

WHEREAS, Pipeline and Transporter have entered into one or more agreements

("Agreements") whereby both Pipeline and Transporter either receive gas which Pipeline and

Transporter cause to be delivered at the Interconnection Point(s), or deliver gas which

Pipeline and Transporter cause to be received at the Interconnection Point(s), and

Pipeline and Transporter have entered into agreements with others (hereinafter "Shippers")

whereby such Shippers cause gas to be delivered or received at the Interconnection Points.

WHEREAS, the Pipeline will provide 24 hour a day, 365 day a year dispatch and has the

resources to alter the flow at the Receipt and/or Delivery Points; and

WHEREAS, the Receipt and/or Delivery Points are subject to flow control and the flow

is measured and reported through equipment meeting Electronic Custody Transfer Standards.

NOW, THEREFORE, Pipeline and Transporter agree as follows:

ARTICLE I

NOMINATIONS AND CONFIRMATIONS

1.1 Confirmation of Nominations - Prior to the first day of each month, the Parties shall

reconcile and confirm electronically or in writing the transportation nominations

received by each from Shippers for whom the Parties would deliver or receive gas at

the Interconnection Point(s). The quantities determined through this reconciliation

and confirmation process shall be the "Scheduled Quantities". Any changes to such

confirmed and scheduled transportation quantities shall be effective only if agreed

to electronically or in writing by both Parties. Such communication regarding

changes shall be substantially in the form mutually agreeable to the Parties.