Midwestern Gas Transmission Company

Third Revised Volume No. 1

Effective Date: 12/01/2009, Docket: RP10-74-000, Status: Effective

Third Revised Sheet No. 443 Third Revised Sheet No. 443

Superseding: Second Revised Sheet No. 443

MIDWESTERN GAS TRANSMISSION COMPANY

PARK AND LOAN ("PAL") AGREEMENT

THIS AGREEMENT (the Agreement) is made and entered into at Tulsa, Oklahoma as of

______________, 20__, by and between MIDWESTERN GAS TRANSMISSION COMPANY, hereinafter

referred to as "Company" and __________________________________, hereinafter referred to as

"Buyer."

WHEREAS, Buyer desires to engage Company to provide interruptible park and loan service;

and

WHEREAS, Company desires to provide interruptible park and loan service to Buyer;

NOW THEREFORE, in consideration of their respective covenants and agreements hereinafter

set out, the parties hereto covenant and agree as follows:

Article 1 - Basic Receipts

On any day after the Commencement of Service Date on the Exhibit(s) A attached hereto,

Buyer shall be entitled to nominate a quantity of gas up to Buyer's Maximum Park and Loan

Quantity set forth in the Exhibit(s) A attached hereto at a Parking Point. Once scheduled

by Company, Company shall receive gas in accordance with the applicable terms and

conditions of Rate Schedule PAL.

Article 2 - Basic Deliveries

On any day after the Commencement of Service Date on the Exhibit(s) A attached hereto,

Buyer shall be entitled to nominate a quantity of gas up to Buyer's Maximum Park and Loan

Quantity set forth in the Exhibit(s) A attached hereto at a Lending Point. Once scheduled

by Company, Company shall deliver gas in accordance with the applicable terms and

conditions of Rate Schedule PAL.

Article 3 - Rates

Rates for service under this Agreement shall be at Company's Maximum Rate plus all

applicable surcharges in effect under Rate Schedule PAL unless otherwise agreed to by the

parties and set forth in the Exhibit(s) A attached hereto.

Article 4 - Payments

Buyer shall make payments to Company in accordance with the terms and conditions specified

on the Exhibit(s) A attached hereto, Rate Schedule PAL, Section 6 of the General Terms and

Conditions, and the other applicable terms and provisions of this Agreement.

Article 5 - Change in Tariff Provisions

Upon notice to Buyer, Company shall have the right to file with the Federal Energy

Regulatory Commission any changes in the terms of any of its Rate Schedules, General Terms

and Conditions or Form of Agreement as Company may deem necessary, and to make such changes

effective at such times as Company desires and is possible under applicable law. Buyer may

protest any filed changes before the Federal Energy Regulatory Commission and exercise any

other rights it may have with respect thereto.

Article 6 - Cancellation of Prior Agreements

When this Agreement becomes effective, it shall supersede, cancel and terminate the

following Agreements:

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