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. 439 Second Revised Sheet No. 439 : Effective

Superseding: First Revised Sheet No. 439

MIDWESTERN GAS TRANSMISSION COMPANY

OPERATIONAL BALANCING AGREEMENT FOR PIPELINES

(For Use at Interconnections with Interstate Pipelines)

ARTICLE 4 - TERM

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 terminated by

either Party giving thirty days' 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 provisions 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.

ARTICLE 5 - MISCELLANEOUS

5.1 Warranties - Pipeline warrants that as to any gas that it delivers to causes to be

delivered to Company hereunder to correct an Operational Imbalance (i) that it will

at the time of delivery have the right to deliver or cause to be delivered such gas:

(ii) that it has the right to allocate all deliveries from the Interconnection Points

in accordance with this Agreement, and (iii) that it will indemnify and save Company

harmless from suits, actions, debts, accounts, damages, cost, 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. Pipeline represents and warrants to Company that

all requisite authorizations, if any, have been obtained as to any gas that Pipeline

delivers or causes to be delivered hereunder.

5.2 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 over the transactions described

herein. 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 choice of

law doctrine that refers to the laws of another state.

5.3 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.

5.4 Invoicing and Payments - If required, the Parties shall invoice and pay for the

correction of Operational Imbalances in cash in accordance with Sections 5 and 6,

respectively, of the General Terms and Conditions specified in Company's FERC Gas

Tariff.

5.5 Incorporation of Tariff - Unless otherwise stated herein, the General Terms and

Conditions specified in Company's FERC Gas Tariff are incorporated as part of this

Agreement.

5.6 Notices - Except as otherwise 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 the Party's address shown on the attached Exhibit A or such other

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

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

other Agreement between Company and Pipeline with regard to allocations at

Interconnects Points, the terms of this Agreement shall govern and control.