Midwestern Gas Transmission Company

Third Revised Volume No. 1

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

Second Revised Sheet No. 449 Second Revised Sheet No. 449

Superseding: First Revised Sheet No. 449

MIDWESTERN GAS TRANSMISSION COMPANY

THIRD PARTY BALANCING AGREEMENT

RATE SCHEDULE TPB

Article 7 - Applicable Law and Submission to Jurisdiction

This Agreement and Company's Tariff, and the rights and obligations of Company and

Balancing Provider thereunder are subject to all relevant and United States lawful

statutes, rules, regulations and orders of duly constituted authorities having

jurisdiction. Subject to the foregoing, this Agreement shall be governed by and

interpreted in accordance with the laws of the State of Oklahoma. For purposes of legal

proceedings, this Agreement shall be deemed to have been made in the State of Oklahoma and

performed there, and the Courts of that State shall have jurisdiction over all disputes

which may arise under this Agreement, provided always that nothing herein contained shall

prevent Company from proceeding at its election against Balancing Provider in the Courts

of any other State, Province or country.

At the Company's request, the Balancing Provider shall irrevocably appoint an agent in

Oklahoma to receive, for it and on its behalf, service of process in connection with any

judicial proceeding in Oklahoma relating to this Agreement. Such service shall be deemed

completed on delivery to such process agent (even if not forwarded to and received by the

Balancing Provider.) If said agent ceases to act as a process agent within Oklahoma on

behalf of Balancing Provider, the Balancing Provider shall appoint a substitute process

agent within Oklahoma and deliver to the Company a copy of the new agent's acceptance of

that appointment within 30 days.

Article 8 - Other Provisions

8.1 The service under this Agreement shall be conditioned upon the availability of

capacity sufficient to provide the service without detriment or disadvantage to

existing customers of Company.

8.2 Prior to initiation of service, Balancing Provider shall provide Company with any

information required by the FERC, as well as all information identified in

Company's General Terms and Conditions and as set forth in Rate Schedule TPB.

Article 9 - Exhibit A of Agreement, Rate Schedules and

General Terms and Conditions

Company's Rate Schedules and General Terms and Conditions, which are on file with the

Federal Energy Regulatory Commission and in effect, and Exhibit A hereto are all applicable

to this Agreement and are hereby incorporated in, and made a part of, this Agreement.

IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly executed as of

the day and year first set forth above.

MIDWESTERN GAS TRANSMISSION COMPANY

By: __________________________________

Title: _______________________________

(NAME OF BALANCING PROVIDER)

By: __________________________________

Title: _______________________________

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