Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 41-003, Status: Effective

Original Sheet No. 163 Original Sheet No. 163 : Effective

PIPELINE BALANCING AGREEMENT

(For Use at Interconnections with Interstate Pipelines)

ARTICLE V - MISCELLANEOUS

5.1 Warranties - Pipeline warrants that as to any gas that it delivers or causes to

be delivered to Tennessee hereunder to correct an Operational Imbalance (i) that

it will at the time of delivery have the right to deliver or cause to be delivered

such gas: (ii) that it has the right to allocate all deliveries from the

Interconnection Points in accordance with this Agreement, and (iii) that it will

indemnify and save Transporter harmless from suits, actions, debts, accounts,

damages, cost, 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. Pipeline

represents and warrants to Transporter that all requisite authorizations, if any,

have been obtained as to any gas that Pipeline delivers or causes to be delivered

hereunder.

5.2 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 choice of law doctrine that refers to the laws of

another state.

5.3 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.

5.4 Billings and Payments - If required, the Parties shall invoice and pay for the

correction of Operational Imbalances in cash in accordance with Articles V and VI,

respectively, of the General Terms and Conditions specified in Transporter's FERC

Gas Tariff.

5.5 Incorporation of Tariff - Unless otherwise stated herein, the General Terms and

Conditions specified in Transporter's FERC Gas Tariff are incorporated as part of

this Agreement.