Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 150 Substitute Original Sheet No. 150 : Effective

BALANCING AGREEMENT

(For Use at Delivery Points)

ARTICLE V - DDS AND IMBALANCE CHARGES

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

surcharges (including those for any DDS services that has been elected) to be paid

by Balancing Party to Transporter shall be in accordance with Transporter's Rate

Schedule LMS-MA and the General Terms and Conditions of Transporter's FERC Gas

Tariff.

5.2 Incidental Charges - Balancing Party agrees to reimburse Transporter for any

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

which 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-MA, (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 Shipper

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 it will have good title to such gas, 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 deliveries from the Delivery 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 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.

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 THE DOCTRINES GOVERNING CHOICE OF

LAW.