Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 614 Substitute Original Sheet No. 614 : Effective

PIPELINE BALANCING AGREEMENT (continued)

(For Use at Interconnections with Qualifying Pipelines)

ARTICLE III

TERM

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

Agreement shall be in full force and effect from the date hereof and shall remain in

full force and effect on a month-to-month basis unless terminated by either Party

giving thirty days' 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 This Agreement will terminate automatically upon written notice from Transporter in

the event that Pipeline 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.

ARTICLE IV

MISCELLANEOUS

4.1 Warranties - Pipeline warrants that as to any gas which it delivers or causes to be

delivered to Transporter hereunder to correct an Operational Imbalance (i) that it

will at the time of delivery have the right to deliver or cause to be delivered such

gas; (ii) that it has the right to allocate all deliveries from the Interconnection

Points in accordance with this Agreement; and (iii) that it will indemnify and save

Transporter harmless from suits, actions, debts, accounts, damages, cost, losses and

expenses arising from or out of adverse claims of any or all persons to said gas or

to royalties, overriding royalties, taxes, or other charges thereon or with regard

to the allocation of gas hereunder. Pipeline represents and warrants to Transporter

that all requisite authorizations, if any, have been obtained as to any gas which

Pipeline delivers or causes to be delivered hereunder.

4.2 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.