Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 12/01/1994, Docket: RP95-100-000, Status: Effective

First Revised Sheet No. 102 First Revised Sheet No. 102 : Effective

Superseding: Original Sheet No. 102

GENERAL TERMS AND CONDITIONS

of the Replacement Shipper. The Replacement Shipper will indemnify

Transporter against any claim or suit by the Releasing Shipper, its

successors or assigns, arising from any action taken by Transporter in

reliance upon the nominations and scheduling instructions of the Replacement

Shipper and will hold Transporter harmless for any actions taken by

Transporter in reliance upon the instructions of the Releasing Shipper.

XXII. DISPOSITION OF EXCESS GAS

Transporter may make interruptible sales of gas from time-to-time pursuant to the

cash-out procedures of Section 6 of Rate Schedules LMS-MA and LMS-PA. Further,

under the cash-out procedures of the LMS Rate Schedules and in order to alleviate

conditions that threaten the integrity of its system, Transporter may periodically

acquire quantities of gas that are excess to system needs. Transporter shall have

the right to make interruptible sales of such excess gas and gas for cash-outs

from time to time at system receipt points pursuant to the terms of the blanket

certificate of public convenience and necessity granted to Transporter pursuant to

18 C.F.R. Section 284.284(6) and Order No. 636 of the Federal Energy Regulatory

Commission. Such sales shall be made under rates, terms and conditions mutually

agreed upon between Transporter and purchasers, provided, however, that all such

sales shall be fully interruptible and shall be curtailable pro rata without

regard to transportation arrangements made by purchasers.

XXIII. TAKE OR PAY DEMAND SURCHARGE

Transporter shall adjust the rates for Affected Services from time to time to

reflect Shipper's allocable share of the Transition Costs assessed to Transporter

by Tennessee Gas Pipeline Company (Tennessee) as shown in the Summary of Rates and

Charges of Volume No. 1 of Transporter's FERC Gas Tariff.

1. Affected Services

1.1 The Affected Services for Demand Surcharges shall include services under

Rate Schedule FT-A and FT-GS, that were converted from sales services as

of June 15, 1988.