Midwestern Gas Transmission Company

Third Revised Volume No. 1

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Effective Date: 05/10/2010, Docket: RP10-587-000, Status: Pending

Original Sheet No. 410R Original Sheet No. 410R

MIDWESTERN GAS TRANSMISSION COMPANY

FIRM TRANSPORTATION AGREEMENT (Conditional)

Rate Schedule FT-D

ARTICLE 10 - REGULATION

10.1 This Agreement shall be subject to all applicable and lawful United States

governmental statutes, orders, rules and regulations of duly constituted

authorities having jurisdiction and is contingent upon the receipt and

continuation of all necessary regulatory approvals or authorization upon

terms acceptable to Company. This Agreement shall be void and of no force

and effect if any necessary regulatory approval or authorization is not so

obtained or continued. All Parties hereto shall cooperate to obtain or

continue all necessary approvals or authorizations, but no Party shall be

liable to any other Party for failure to obtain or continue such approvals

or authorizations.

10.2 In the event the Parties are unable to obtain all necessary and satisfactory

regulatory approvals for service on facilities prior to the expiration of

two (2) years from the effective date hereof, then, prior to receipt of such

regulatory approvals, either Party may terminate this Agreement by giving

the other Party at least thirty (30) days prior written notice, and the

respective obligations hereunder, except for the provisions of Article 6.2

herein, shall be of no force and effect from and after the effective date of

such termination.

ARTICLE 11 - WARRANTIES

Shipper agrees to indemnify and hold Company harmless from all suits, actions,

debts, accounts, damages, costs, losses and expenses (including reasonable

attorneys fees) arising from or out of breach of any warranty, express or

implied, by Shipper herein. Company shall not be obligated to provide or

continue service hereunder in the event of any breach of warranty by Shipper.

ARTICLE 12 - TERM OF AGREEMENT

12.1 This Agreement shall become effective upon its execution and shall, under

all circumstances, continue in effect in accordance with Company's FERC Gas

Tariff after the Billing Commencement Date as set forth in Exhibit A or through

______________. If the primary term of this Agreement shall be one year or more,

then this Agreement shall continue in effect thereafter until extended or terminated

in accordance with Section 16 of the General Terms and Conditions of Company's FERC

Gas Tariff. Service rendered pursuant to this Agreement shall be abandoned upon

termination of this Agreement.

12.2 Termination of this Agreement shall not relieve Company and Shipper of the

obligation to resolve or cash-out any imbalances hereunder, or Shipper of

its obligation hereunder to Company and shall be in addition to any other

remedies that Company may have.

12.3 In addition to any other remedy Company may have, this Agreement will

terminate automatically in the event Shipper fails to pay the entire amount

of any invoice for service rendered by Company hereunder when that amount is

due, provided Company shall give Shipper thirty days notice prior to any

termination of service. Service may continue hereunder if within the thirty

day notice period satisfactory assurance of payment is made in accordance

with the terms and conditions of Section 6 of the General Terms and

Conditions of Company's FERC Tariff.