Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 05/01/2000, Docket: RP00-233-000, Status: Effective

Second Revised Sheet No. 126 Second Revised Sheet No. 126 : Superseded

Superseding: First Revised Sheet No. 126

FIRM GAS TRANSPORTATION AGREEMENT

(For Use Under Rate Schedule FT-A or FT-GS)

ARTICLE XI - ASSIGNMENTS

14.1 Either Party may assign or pledge this Agreement and all rights and obligations

hereunder under the provisions of any mortgage, deed of trust, indenture, or other

instrument that it has executed or may execute hereafter as security for

indebtedness. Either Party, without relieving itself of its obligations under this

Agreement, may assign any of its rights hereunder to a company with which it is

affiliated. Otherwise, Shipper shall not assign this Agreement or any of its

rights and obligations hereunder, except in accord with Article XXI of the General

Terms and Conditions of Transporter's FERC Gas Tariff.

14.2 Any person or entity that succeeds by purchase, merger, or consolidation to the

properties, substantially or as an entirety, of either Party hereto shall be

entitled to the rights and shall be subject to the obligations of its predecessor

in interest under this Agreement.

ARTICLE XV - MISCELLANEOUS

15.1 Except for changes specifically authorized pursuant to this Agreement, no

modification of or supplement to the terms and conditions hereof shall be or become

effective until Shipper has submitted a request for change through PASSKEY and

Shipper has been notified through PASSKEY of Transporter's agreement to such

change.

15.2 No waiver by any Party of any one or more defaults by the other in the performance

of any provision of this Agreement shall operate or be construed as a waiver of any

future default or defaults, whether of a like or of a different character.

15.3 The interpretation and performance of this Agreement shall be in accordance with

and controlled by the laws of the State of Texas, without regard to Choice of Law

doctrine that refers to the laws of another jurisdiction.

15.4 Exhibit A attached hereto is incorporated herein by reference and made a part of

this Agreement for all purposes.