Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/03/1998, Docket: RP98-368-000, Status: Effective

First Revised Sheet No. 199 First Revised Sheet No. 199 : Effective

Superseding: Substitute Original Sheet No. 199

SYSTEM LICENSE AGREEMENT

4.2 Subscriber agrees to protect, defend, indemnify, and hold harmless Pipeline

against any and all loss, costs, damages, and expenses of any nature whatsoever

(including court costs and reasonable attorney's fees), resulting from or

otherwise related to any claim, demand, or action asserted against Pipeline,

arising from or connected with Subscriber's use of the System except for claims

involving rights in the System or involving the negligence, bad faith, fraud or

willful misconduct of Pipeline.

ARTICLE V - TERM

This Agreement shall be and continue in full force and effect form the date of execution

hereof until twelve months after implementation of restructured services pursuant to

Order No. 636 by Tennessee Gas Pipeline Company and shall continue thereafter on a month

to month basis unless terminated by Pipeline for the due cause or at the request of

Subscriber. Subscriber agrees that Pipeline shall have the unilateral right to file

with the appropriate regulatory authority to make changes in the rates, charges, terms

and conditions applicable to service pursuant to this agreement or any provisions of the

General Terms and Conditions applicable to this Agreement. Pipeline agrees that

Subscriber may protest or contest the aforementioned filings and that Subscriber does

not waive any rights it may have with respect to such filings.