Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Second Revised Sheet No. 151 Second Revised Sheet No. 151 : Superseded

Superseding: First Revised Sheet No. 151

BALANCING AGREEMENT

(For Use at Delivery Points)

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 correction of Operational Imbalances and any charges assessed under Rate

Schedule LMS-MA in cash in accordance with of the General Terms and Conditions

specified in Transporter's FERC Gas Tariff.

6.5 Incorporation of Tariff - Unless otherwise stated herein, Rate Schedule LMS-MA 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 Conflicts - If there is any conflict or discrepancy between this Agreement and any

other agreement between Transporter and Balancing Party with regard to allocations

of deliveries at Delivery Points, the terms of this Agreement shall govern and

control. If there is any conflict or discrepancy between this Agreement and Rate

Schedule LMS-MA, the terms of Rate Schedule LMS-MA shall govern. If there is any

conflict or discrepancy between this Agreement and the General Terms and Conditions

specified in Transporter's FERC Gas Tariff, the General Terms and Conditions shall

govern.

6.8 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 Balancing Party has submitted a request for change through PASSKEY

and Balancing Party has been notified through PASSKEY of Transporter's agreement

to such change.

The Parties' signatures below will evidence their agreement to this Balancing Agreement.

________________________________________

BY:_____________________________________

TITLE:__________________________________

MIDWESTERN GAS TRANSMISSION COMPANY

BY:_____________________________________

TITLE:__________________________________