Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RP94-297-000, Status: Effective

Second Sub. Original Sheet No. 109 Second Sub. Original Sheet No. 109 : Effective

GENERAL TERMS AND CONDITIONS

For purposes herein, the insolvency of a Shipper shall be conclusively

demonstrated by the filing by Shipper or any parent entity thereof (hereinafter

collectively referred to as "the Shipper") of a voluntary petition in bankruptcy

or the entry of a decree or order by a court having jurisdiction in the premises

adjudging the Shipper bankrupt or insolvent, or approving, as properly filed,

a petition seeking reorganization, arrangement, adjustment or composition of or

in respect of the Shipper under the Federal Bankruptcy Act or any other

applicable federal or state law, or appointing a receiver, liquidator, assignee,

trustee, sequestrator (or other similar official) of the Shipper or of any

substantial part of its property, or the ordering of the winding-up or

liquidation of its affairs, with said order or decree continuing unstated and

in effect for a period of sixty (60) consecutive days.

XXVI. PERMANENT ASSIGNMENT OF FIRM TRANSPORTATION CAPACITY ON

UPSTREAM PIPELINES

1. Unless assigned prior to the Implementation Date, on the Implementation Date,

each Shipper shall take assignment of its full allocated share of Transporter's

upstream firm transportation capacity. Each former firm sales customer's full

commensurate share shall be calculated as a percentage of Transporter's upstream

capacity entitlements, which percentage is attained by dividing each former firm

sales customer's sales contract demand or maximum delivery obligation on

Transporter's system established pursuant to the Stipulation and Agreement as

amended in Docket Nos. RP91-78 and CP92-108 under Transporter's former Rate

Schedule CD-1, SR-1, or SR-T as of the date immediately preceding the

Implementation Date by the sum of all such sales contract demands and maximum

delivery obligations of former sales customers on Transporter's system.

2. All assignments pursuant to Section 1 of this Article XXVI (Initial Assignments)

will be permanent and will be effective on the Implementation Date. Upon the

effective date of such assignment, Transporter shall be relieved of all rights

and obligations associated with the assigned upstream capacity, including but

not limited to any and all charges, and Transporter shall have no further

liability of any kind with respect to either the upstream capacity or the

assignment unless such liability was the result of negligence or error

prior to the assignments. Shippers taking assignments ofcapacity on Tennessee

pursuant to Section 1 of this Article shall be subject to any Order No. 636

transition costs (other than PGA costs) billed by Tennessee through reservation

surcharges applicable to the firm capacity assigned hereunder by Tennessee after

the effective date of the assignments. The effective date of such surcharges

and the date of such assignment of capacity on Tennessee pursuant to Section 1

of this Article, rather than the date when Tennessee incurs the costs giving

rise to such Order No. 636 transition cost surcharges, shall be dispositive for

the purposes of determining liability under this Article XXVI. If, for any