Midwestern Gas Transmission Company

Third Revised Volume No. 1

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Effective Date: 07/09/2004, Docket: RP04-325-000, Status: Effective

First Revised Sheet No. 420 First Revised Sheet No. 420 : Effective

Superseding: Original Sheet No. 420

MIDWESTERN GAS TRANSMISSION COMPANY

OPERATIONAL BALANCING AGREEMENT

(For Use at Receipt Points)

ARTICLE 4 - TERM

(Continued)

4.2 Continuing Obligations - Following the termination of this Agreement, any remaining

Operational Imbalance shall be resolved in cash in accordance with Rate

Schedule LMS-PA of Company's FERC Gas Tariff Volume No. 1, unless the Parties

mutually agree otherwise.

4.3 This Agreement will terminate automatically in the event that Balancing Party fails

to pay the entire amount of any bill for service rendered by Company in accordance

with Company's General Terms and Conditions.

ARTICLE 5 - CHARGES

5.1 Current Charges - Commencing upon the date of execution, the rates, charges, and

surcharges to be paid by Balancing Party to Company for the service provided herein

shall be in accordance with Company's Rate Schedule LMS-PA and the General Terms and

Conditions of Company's FERC Gas Tariff.

5.2 Incidental Charges - Balancing Party agrees to reimburse Company for any filing or

similar fees, which have not been previously paid for by Balancing Party that Company

incurs in rendering service hereunder.

5.3 Changes in Rates and Charges - Balancing Party agrees that Company shall have the

unilateral right to file with the appropriate regulatory authority and make effective

changes in (a) the rates and charges applicable to service pursuant to Company's Rate

Schedule LMS-PA, (b) the rate schedule(s) pursuant to which service hereunder is

rendered, or (c) any provision of the General Terms and Conditions applicable to

those rate schedules. Company agrees that Balancing Party may protest or contest the

aforementioned filings, or may seek authorization from duly constituted regulatory

authorities for such adjustment of Company's existing FERC Gas Tariff as may be found

necessary to assure Company just and reasonable rates.

ARTICLE 6 - MISCELLANEOUS

6.1 Warranties - Balancing Party warrants (i) that as to any gas that it delivers or

causes to be delivered to Company hereunder to correct an Operational Imbalance that

such gas will be 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 (of its) deliveries

from the Receipt Points in accordance with this Agreement; and (iv) that it will

indemnify and save Company harmless from suits, actions, debts, accounts, damages,

costs, losses and expenses arising from or out of adverse claims of any or all

persons to said gas or to royalties, overriding royalties, taxes, or other charges

thereon or with regard to the allocation of gas hereunder. Balancing Party will pay

or cause to be paid, all royalties, overriding royalties, taxes or other charges due

on the gas delivered to Company and will file all necessary reports with federal or

state agencies associated with the gas delivered to Company. If the federal or state

law or taxing agency requires Company to pay such charges directly to the agency or

other person and to file any reports on such deliveries, Balancing Party will act as