U-T Offshore System, L.L.C.

Third Revised Volume No. 1

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Effective Date: 06/01/1997, Docket: RP97-146-001, Status: Effective

Second Revised Sheet No. 111 Second Revised Sheet No. 111 : Superseded

Superseding: First Revised Sheet No. 111

U-T OFFSHORE SYSTEM

FORM OF OPERATIONAL BALANCING AGREEMENT

(Continued)

(6) All gas quantities hereunder shall be reported in Dths. Measurement of gas for all

purposes hereunder shall be in accordance with the provisions set forth in U-TOS' F.E.R.C.

Gas Tariff.

(7) This Agreement shall be effective ______________________________ and shall

continue until cancelled by either Party upon ten (10) days written notice. Any Operational

Imbalance existing between U-TOS and the Interconnecting Pipeline after Agreement termination

shall be corrected within thirty (30) days after the final Operational Imbalance is agreed

to in writing by the Parties, or within such other period of time as may be mutually agreed

to by the Parties.

The Parties' signatures below will evidence their agreement to this Operational

Agreement.

____________________________________ U-T OFFSHORE SYSTEM

By _________________________________ By ________________________________

Accepted and agreed to this ___________ day of ___________________________, ________.