Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 157 Substitute Original Sheet No. 157 : Effective

BALANCING AGREEMENT

(For Use by Aggregator at Delivery Points)

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 that as to any gas that it delivers or

causes to be delivered to Transporter hereunder to correct an Operational

Imbalance, and (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 and represents that all delivery

points covered by this Agreement will have not a maximum daily quantity from the

Transporter's system exceeding 10,000 Dth.

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 over the

transactions described herein. 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.

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 in cash in accordance with the General

Terms and Conditions specified in Transporter's FERC Gas Tariff.