Midwestern Gas Transmission Company

Third Revised Volume No. 1

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

Second Revised Sheet No. 448 Second Revised Sheet No. 448

Superseding: First Revised Sheet No. 448

MIDWESTERN GAS TRANSMISSION COMPANY

THIRD PARTY BALANCING (TPB) AGREEMENT

RATE SCHEDULE TPB

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

"Balancing Provider".

WHEREAS, Balancing Provider desires to engage Company to provide this balancing service;

and

WHEREAS, Company desires to provide this balancing service to Balancing Provider.

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

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

Article 1 - Points Under Agreement

The physical interconnection point(s) of receipt and delivery of gas and the Variable Load

Point, and the Balanced Point are as designated in Exhibit(s) A, attached hereto.

Balancing Provider shall authorize Company to deliver a quantity of gas up to Balancing

Provider's Maximum Balancing Quantity at a Variable Load Point, as set forth in

Exhibit(s) A attached hereto. Company shall receive and deliver gas in accordance with

the applicable terms and conditions of Rate Schedule TPB.

Article 2 - Rates

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

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

parties and set forth in the Exhibit A of this Agreement.

Article 3 - Payments

Balancing Provider shall pay Company each month the applicable rate for this service

multiplied by the applicable number of days in the calendar month multiplied by the Maximum

Balancing Quantity as specified in Exhibit A of this Agreement. Balancing Provider shall make

payments to Company in accordance with Rate Schedule TPB, other applicable terms and

provisions of this Agreement, and Section 6 of the General Terms and Conditions of Company's

FERC Gas Tariff.

Article 4 - Change in Tariff Provisions

Upon notice to Balancing Provider, 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 Agreements as Company may deem necessary, and to make such

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

Balancing Provider may protest any filed changes before the Federal Energy Regulatory

Commission and exercise any other rights it may have with respect thereto.

Article 5 - Cancellation of Prior Agreements

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

following agreements:

Article 6 - Term of Agreement

This Agreement shall become effective ____________, and shall continue in full force and

effect through ____________. Service rendered pursuant to this Agreement shall

automatically be abandoned upon termination of this Agreement.

Termination of this Agreement shall not relieve Company and Balancing Provider of the

obligation to correct any Imbalances hereunder, or Balancing Provider to pay money due

hereunder to Company and shall be in addition to any other remedies that Company may have.

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