Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 06/01/1997, Docket: RP97- 59-003, Status: Effective

First Revised Original Sheet No. 142 First Revised Original Sheet No. 142 : Effective

Superseding: Substitute Original Sheet No. 142

BALANCING AGREEMENT

(For Use at Receipt Points)

Balancing Party's designee agrees to take the necessary corrective action requested by

Transporter in accordance with this Agreement and shall perform all acts and duties

required to nominate, confirm and deliver gas hereunder. If the Balancing Party

fails to take such corrective action, then this Agreement shall terminate upon written

notice from Transporter at the end of that calendar month. Transporter may act, and

shall be fully protected in acting, in reliance upon any and all acts performed by

Balancing Party to nominate, confirm and deliver gas hereunder and to allocate

deliveries on behalf of any producers covered by this Balancing Agreement as though

they were done or executed by the Producers.

6.2 Governing Bodies - This Agreement shall be subject to all applicable laws, federal or

state, and to all applicable rules and regulations of any duly authorized federal,

state or other government agency having jurisdiction. THE INTERPRETATION AND

PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF

THE STATE OF TEXAS WITHOUT REGARD TO DOCTRINES GOVERNING CHOICE OF LAW.

6.3 Waivers - No waiver by either Party of any one or more defaults by the other in the

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

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

6.4 Billings and Payments - Transporter shall bill and Balancing Party shall pay for the

resolution of Operational Imbalances and any charges assessed under Rate Schedule LMS-

PA in cash in accordance with Articles V and VI, respectively, of the General Terms

and Conditions of Transporter's FERC Gas Tariff.

6.5 Incorporation of Tariff - Unless otherwise stated herein, Rate Schedule LMS-PA and the

General Terms and Conditions specified in Transporter's FERC Gas Tariff are

incorporated as part of this Agreement.

6.6 Notices - Except as otherwise provided in the General Terms and Conditions applicable

to this Agreement, any notice under this Agreement shall be in writing and mailed to

the Party's address shown on Exhibit A hereto or such other address as either Party

may designate by written notice to the other.

6.7 Receipt Points - Subject to the provisions of Transporter's FERC Gas Tariff and the

other provisions of this Agreement, Balancing Party may add or delete Receipt Points

to Exhibit A upon notice to Transporter and Balancing Party unless such Receipt Points

has previously been deleted from Exhibit A pursuant to Sections 2.1 or 2.4, in which

case Transporter's consent will be required.