Enbridge Offshore Pipelines (Utos) LLC

FIFTH REVISED VOLUME NO. 1

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Effective Date: 08/01/2009, Docket: RP09-815-000, Status: Effective

First Revised Sheet No. 305 First Revised Sheet No. 305

Superseding: Original Sheet No. 305

ENBRIDGE OFFSHORE PIPELINES (UTOS) LLC

FORM OF OPERATIONAL BALANCING AGREEMENT

WHEREAS, Enbridge Offshore Pipelines (UTOS) LLC's (UTOS) pipeline

facilities and _______________'s Interconnecting Pipeline facilities

directly interconnect at the UTOS delivery point at Johnson's Bayou,

Cameron Parish, Louisiana (Delivery Point);

WHEREAS, UTOS has entered into one or more transportation

agreements whereby UTOS transports Gas which its Shippers desire to be

delivered at the Delivery Point;

WHEREAS, from time to time, total Gas quantities tendered by UTOS

at the Delivery Point are either greater than or lesser than the

aggregate of all Shippers' allocated quantities intended for delivery at

the Delivery Point, resulting in inadvertent over-or under-deliveries

relative to allocated quantities;

NOW THEREFORE, UTOS and ____________________________ ("The

Parties") agree that such over-or under-deliveries at the Delivery Point

be treated in the following manner:

(1) Prior to the first Day of each Month, the Parties shall confirm in

writing the nominations received by each Shipper and how these Gas

quantities are to be allocated each Day of the Month among those

Shippers for whom the Parties are delivering or receiving the Gas.

Any changes to such confirmed nominations shall be effective only

if agreed to in writing by both Parties. Such written

communication shall be substantially in the form set out on the

attached Exhibit 1 or in any other form mutually agreeable to the

Parties. By the tenth (10) Business Day of the Month, UTOS shall

furnish the Interconnecting Pipeline with a signed summary of the

agreed-upon allocations for the Shippers for the previous Month.

Interconnecting Pipeline shall sign and return a copy of such

monthly allocation summary evidencing Interconnecting Pipeline's

concurrence.

(2) The Parties intend that the Gas quantities actually delivered and

received each Day that the Delivery Point will equal Gas

quantities transported by UTOS and allocated in accordance with

the terms and conditions of UTOS' F.E.R.C. Gas Tariff and agree to

make all reasonable efforts on a daily basis to maintain the

actual quantity flowing through the Delivery Point at a level

equal to the allocated quantities. Daily variances in actual Gas

flow from the allocated transportation quantities shall not exceed

five percent (5%) of the daily allocated transportation quantities

with the total monthly variance from the allocated quantity not to

exceed five percent (5%) of the total Gas quantity allocated to

flow for that Month. If the imbalance under this Agreement

exceeds the variances set forth in this paragraph, either party

shall have the unilateral right to adjust the actual flow of Gas

at the Delivery Point or adjust nominations received and confirmed

at this point in order to correct for any differences.

(3) UTOS will allocate Gas quantities which are to be delivered at the

Delivery Point among UTOS' respective Shippers pursuant to the

terms of UTOS' F.E.R.C. Gas Tariff. Any imbalance created when

the actual physical flow is different than the allocated volumes,

expressed in Dth, will be the "Operational Imbalance."