Sg Resources Mississippi, L.L.C

Original Volume No. 1

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

Original Sheet No. 247 Original Sheet No. 247 : Pending

FORM OF OPERATIONAL BALANCING AGREEMENT

(continued)

16. A waiver by either Party of any one or more

defaults by the other Party hereunder shall not operate as a

waiver of any future default or defaults, whether of like or

different character.

17. The "Effective Date" of this Agreement shall be the

date of this Agreement or the in-service date of the meter station

at the Location, whichever is earlier.

18. The primary term of this Agreement shall be from

the Effective Date until cancelled upon forty-eight (48) hours

prior written notice by either Party or by other provisions

herein.

19. This Agreement and the terms set forth herein are

confidential and the Parties agree not to disclose such terms

other than as set forth in this Agreement and as required by

applicable law or any securities exchange; provided that (i) each

Party may disclose the terms hereof to its officers, employees,

agents, lenders and other advisors and to each of its members,

affiliates and its respective members' or affiliates' officers,

employees, agents, lenders and other advisors that have a bona

fide need to know such information and that have agreed to use

this information only for the purposes intended herein and to

agreed to keep such information confidential, and (ii) each Party

may disclose the terms hereof (x) to FERC or other regulatory

authority having jurisdiction for the purpose of obtaining any

regulatory approval required for the construction or operation of

the Southern Pines Energy Center facility, and (y) to any lender,

underwriter or investor, their advisors and counsel, in connection

with the solicitation and consummation of the financing of the

Southern Pines Energy Center project, subject to each such

entity's undertaking in writing to keep such information

confidential. The provisions of this Section shall survive for a

period of one calendar year after the termination of this

Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed

duplicate originals of this Agreement on the date set forth herein

above.

SG RESOURCES MISSISSIPPI, L.L.C.

By _________________________

Title_______________________

PIPELINE ___________________

By _________________________

Title_______________________