Midwestern Gas Transmission Company

Third Revised Volume No. 1

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Effective Date: 04/01/2007, Docket: RP07-318-000, Status: Effective

Second Revised Sheet No. 428 Second Revised Sheet No. 428 : Effective

Superseding: First Revised Sheet No. 428

MIDWESTERN GAS TRANSMISSION COMPANY

OPERATIONAL BALANCING AGREEMENT

(For Use at Delivery Points)

ARTICLE 5 - IMBALANCE CHARGES

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

surcharges to be paid by Balancing Party to Company shall be in accordance with

Company's Rate Schedule LMS-MA 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 which

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-MA, (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 Shipper 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

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 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 represents and warrants to Company that all requisite authorizations, if any,

have been obtained as to any gas that Balancing Party delivers or causes to be

delivered hereunder.

6.2 Governing Bodies - This Agreement shall be subject to all applicable laws, federal or

state, and to all applicable rules and regulations of any duly authorized federal,

state or other government agency having jurisdiction. THE INTERPRETATION AND

PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS

OF THE STATE OF OKLAHOMA WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.

6.3 Waivers - No waiver by either Party of any one or more defaults by the other in the

performance of this Agreement shall operate or be construed as a waiver of any future

default or defaults, whether of a like or of different character.

6.4 Invoicing and Payments - Company shall bill and Balancing Party shall pay for the

correction of Operational Imbalances and any charges assessed under Rate

Schedule LMS-MA in cash in accordance with the General Terms and Conditions specified

in Company's FERC Gas Tariff.