Alabama-Tennessee Natural Gas Company

Second Revised Volume No. 1

Effective Date: 09/01/1993, Docket: RS92- 27-003, Status: Effective

Original Sheet No. 230 Original Sheet No. 230 : Superseded

OPERATIONAL BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

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 for a primary term of one (1)

year and shall continue thereafter on a month-to-month basis

unless canceled by either Party upon thirty days' prior

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 provision 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 Continuing Obligations - Following the termination of this

Agreement, any remaining Operational Imbalance shall be

corrected in cash in accordance with Transporter's FERC Gas

Tariff, unless the parties mutually agree otherwise.

ARTICLE IV

MISCELLANEOUS

4.1 Warranties - The OBA Party warrants: (i) that as to any gas

which it delivers or causes to be delivered to Transporter

hereunder to correct an Operational Imbalance that it will

have good title to such gas, free and clear of all liens,

encumbrances and claims whatsoever; (ii) that it will at the

time of delivery have the right to deliver or cause to be

delivered such gas; (iii) that it has the right to allocate

all deliveries from the Delivery Points in accordance with

this Agreement; and (iv) that it will indemnify and save

Transporter harmless from suits, actions, debts, accounts,

damages, costs, losses and expenses arising from or out of