Sg Resources Mississippi, L.L.C

Original Volume No. 1

Effective Date: 03/01/2008, Docket: RP08-184-000, Status: Effective

Original Sheet No. 244 Original Sheet No. 244 : Pending

FORM OF OPERATIONAL BALANCING AGREEMENT

(continued)

(a) The reference spot price ("Reference Spot

Price") for each month shall be the monthly average spot price,

expressed in units of $/Dth for gas delivered to

___________________ as published for such month in Platts Gas

Daily (published by Platts, a division of the McGraw-Hill

Companies). In the event that Gas Daily is no longer published,

the successor McGraw-Hill publication shall be utilized. In the

event that McGraw-Hill no longer publishes such spot price index

or in the event that either Party reasonably believes that the

McGraw Hill index is no longer reasonably representative of spot

prices at the Location, SGRM and PIPELINE shall meet and enter

into good faith negotiations toward an agreement as to an

alternative spot price index or alternate pricing mechanism. If

the Parties are unable to negotiate an agreement as to an

alternative price index or pricing mechanism within thirty (30)

days, this Agreement shall terminate and any remaining Operational

Imbalance shall be cashed out at the last available Reference Spot

Price.

(b) Billing and payment of the cash-out amounts

shall be as follows: (i) Measuring Party shall, within twenty-

five (25) calendar days from the end of each month, render a

statement, in the form of an invoice or payment statement, for any

cash-out payments owed by either SGRM or PIPELINE for balances

occurring during the preceding month; and (ii) payments under this

provision shall be tendered within ten (10) days from the other

Party's receipt of Measuring Party's statement by wire transfer,

which shall include a reference to the invoice number and which

shall be transmitted to the receiving Party's account as indicated

in Section 14. Prior period adjustments, errors and billing

disputes will be handled in accordance with Section 15 of the

General Terms and Conditions of Measuring Party's FERC Gas Tariff.

the amount of any invoice rendered by Measuring Party when due

pursuant to Section 5(b), interest on any unpaid amounts shall

accrue from the due date of such invoice, until the date of

payment received by the Party that is owed the payment. Such

interest shall accrue at the lower of the effective prime rate

charged by Chase Bank, N.A., plus two percent, or the maximum

allowable interest rate permitted by applicable law, calculated on

a compounded monthly basis. Additionally, if either Party fails

to make payments owed to the other Party, the owed Party, in its

sole discretion, may terminate this Agreement and pursue any and

all remedies available at law.