Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 41-004, Status: Effective

Substitute Original Sheet No. 141 Substitute Original Sheet No. 141 : Effective

BALANCING AGREEMENT

(For Use at Receipt Points)

ARTICLE V - CHARGES

5.1 Current Charges - Commencing upon the date of execution, the rates, charges, and

surcharges to be paid by Balancing Party to Transporter for the service provided

herein shall be in accordance with Transporter's Rate Schedule LMS-PA and the

General Terms and Conditions of Transporter's FERC Gas Tariff.

5.2 Incidental Charges - Balancing Party agrees to reimburse Tennessee for any filing

or similar fees, which have not been previously paid for by Balancing Party that

Transporter incurs in rendering service hereunder.

5.3 Changes in Rates and Charges - Balancing Party agrees that Transporter shall have

the unilateral right to file with the appropriate regulatory authority and make

effective changes in (a) the rates and charges applicable to service pursuant to

Transporter's Rate Schedule LMS-PA, (b) the rate schedule(s) pursuant to which

service hereunder is rendered, or (c) any provision of the General Terms and

Conditions applicable to those rate schedules. Transporter agrees that Balancing

Party may protest or contest the aforementioned filings, or may seek authorization

from duly constituted regulatory authorities for such adjustment of Transporter's

existing FERC Gas Tariff as may be found necessary to assure Transporter just and

reasonable rates.

ARTICLE VI - MISCELLANEOUS

6.1 Warranties - Balancing Party warrants (i) that as to any gas that it delivers or

causes to be delivered to Transporter hereunder to correct an Operational

Imbalance that such gas will be free and clear of all liens, encumbrances and

claims whatsoever; (ii) that it will at the time of delivery have the right to

deliver or cause to be delivered such gas; (iii) that it has the right to allocate

all (of its) deliveries from the Receipt Points in accordance with this Agreement;

and (iv) that it will indemnify and save Transporter harmless from suits,

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

of adverse claims of any or all persons to said gas or to royalties, overriding

royalties, taxes, or other charges thereon or with regard to the allocation of gas

hereunder. Balancing Party will pay or cause to be paid, all royalties,

overriding royalties, taxes or other charges due on the gas delivered to

Transporter and will file all necessary reports with federal or state agencies

associated with the gas delivered to Transporter. If the federal or state law or

taxing agency requires Transporter to pay such charges directly to the agency or

other person and to file any reports on such deliveries, Balancing Party will act

as Transporter's agent in paying the necessary charges and filing the necessary

reports. Balancing Party represents and warrants to Transporter that all

requisite authorizations, if any, have been obtained as to any gas that Balancing

Party delivers or causes to be delivered hereunder. The Balancing Party or