Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 41-003, Status: Effective

Original Sheet No. 76 Original Sheet No. 76 : Effective

GENERAL TERMS AND CONDITIONS

penalties if such charges or penalties would not have been incurred but

for Shipper's/Balancing Party's compliance with an Action Alert or

Balancing Alert, including any preliminary action taken by

Shipper/Balancing Party in response to a warning issued by Transporter as

a precondition to an Action Alert. A Shipper/Balancing Party shall not

incur any penalties if the Action or Balancing Alert was necessitated

exclusively by Transporter's negligence or willful misconduct.

(i) Liability of Transporter: Transporter shall not be liable for any costs

incurred by any Shipper/Balancing Party in complying with an OFO.

Transporter shall not be responsible for any damages that result from any

interruption in Shipper's/Balancing Party's service that is a result of a

Shipper's/Balancing Party's failure to comply promptly and fully with an

OFO, and the noncomplying Shipper/Balancing Party shall indemnify

Transporter against any claims of responsibility. However, Transporter

shall use reasonable efforts to minimize any such costs or damages, and

nothing herein shall exempt Transporter from liability in the event of

Transporter's negligence or willful misconduct.

(j) Unilateral Action: In the event that (1) Shipper/Balancing Party does not

respond to an OFO, or (2) the actions taken thereunder are insufficient to

correct the system problem for which the OFO was issued, or (c) there is

insufficient time to carry out the procedures with respect to Action

Alerts or Balancing Alerts, Transporter may periodically take unilateral

action, including the curtailment of firm service, to maintain the

operational integrity of Transporter's system (or any portion thereof).

For purposes of this section, the operational integrity of Transporter's

system shall encompass the integrity of the physical system and the

preservation of physical assets and their performance, the overall

operating performance of the entire physical system as an entity (or any

portion thereof), and the maintenance (on a reliable and operationally

sound basis) of total system deliverability and the quality of gas

delivered.

IX. WARRANTY OF TITLE TO GAS

This Article shall apply to all transportation service unless otherwise provided in

the applicable Rate Schedule or service agreement. Shipper warrants for itself, its

successors and assigns, that it will have, at the time of delivery of gas hereunder,

good title and/or the good right to deliver the gas, that the gas it delivers

hereunder shall be free and clear of all liens, encumbrances and claims whatsoever,

that Shipper will indemnify Transporter and save Transporter harmless from all suits,

actions, debts, accounts, damages, costs, losses, and expenses arising from or out

of any adverse claims of any and all persons to said gas and/or to royalties, taxes,

license fees, or charges thereon that are applicable for such delivery of gas and

that Shipper will indemnify Transporter and save Transporter harmless from all taxes