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. 435 First Revised Sheet No. 435 : Effective

Superseding: Original Sheet No. 435

MIDWESTERN GAS TRANSMISSION COMPANY

OPERATIONAL BALANCING AGREEMENT

(For Aggregator at Delivery Points)

ARTICLE 6 - MISCELLANEOUS

(Continued)

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

correction of Operational Imbalances in cash in accordance with the General Terms and

Conditions specified in Company's FERC Gas Tariff.

6.5 Incorporation of Tariff - Unless otherwise stated herein, Rate Schedule LMS-MA and

the General Terms and Conditions specified in Company's FERC Gas Tariff are

incorporated as part of this Agreement.

6.6 Notices - Except as otherwise expressly provided in this Agreement or the General

Terms and Conditions applicable to this Agreement, any notice under this Agreement

shall be in writing and mailed to the Party's address shown on Exhibit A hereto or

such other address as either Party may designate by written notice to the other.

6.7 Conflicts - If there is any conflict or discrepancy between this Agreement and any

other Agreement between Company and Balancing Party with regard to allocations of

deliveries at Delivery Points, the terms of this Agreement shall govern and control.

If there is any conflict of discrepancy between this Agreement and Rate

Schedule LMS-MA, the terms of Rate Schedule LMS-MA shall govern. If there is any

conflict or discrepancy between this Agreement and the General Terms and Conditions

specified in Company's FERC Gas Tariff, the General Terms and Conditions shall

govern.

6.8 Except for changes specifically authorized pursuant to this Agreement, no

modification of or supplement to the terms and conditions hereof shall be or become

effective until Balancing Party has submitted a request for change and Balancing

Party has been notified of Company's agreement to such change.

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

Agreement.

MIDWESTERN GAS TRANSMISSION COMPANY

BY: ___________________________________________

TITLE:_________________________________________

Balancing Party

BY: ___________________________________________

TITLE:_________________________________________