Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

First Revised Sheet No. 226 First Revised Sheet No. 226 : Superseded

Superseding: Substitute Original Sheet No. 226

AGENCY AUTHORIZATION AGREEMENT (continued)

(b) Amendment Rights and Capacity Release: Agent is authorized to freely amend

the contracts, including but not limited to the right to change primary

receipt or delivery points, and the right to release capacity to third

parties on a short-term or long-term basis for a term which may exceed the

term of this Agency Authorization Agreement. Contract Holder and Agent

understand and agree that it is Contract Holder's responsibility to determine

whether Agent is authorized to release capacity for a term which exceeds the

term of this Agency Authorization Agreement. Contract Holder may delegate

the Contract Level Functions in this section (b) to only one Agent per

Contract listed in Exhibit A;

(c) Billing Rights: Agent is authorized to make all payments to Transporter for

services rendered pursuant to the Contracts listed in Exhibit A, governing

rate schedules and Transporter's General Terms and Conditions; provided that

if Agent does not make all payments due, the Contract Holder shall be held

liable for payment and if payment has not been received by Transporter from

Agent within 10 days after the payment due date, the invoice for amounts due

shall be sent to the Contract Holder; and

(d) Access to Reports: Agent is granted access to all reports for the Contracts

listed on Exhibit A.

With the exception of the Contract Level Functions in (b) above, Contract Holder

may assign the foregoing Contract Level Functions to one or more agents for the

Contracts listed on Exhibit A.

Contract Holder and Agent also understand and agree that Agent is required to

comply with all provisions of the Contract(s) and of Transporter's FERC Gas Tariff

governing the transportation, storage, supply aggregation and/or balancing of gas.

2. This Agency Authorization Agreement shall be executed pursuant to Article III,

Section 15 of the General Terms and Conditions and shall not take effect until

Contract Holder has provided Transporter with a completed Exhibit A. Exhibit A

shall be incorporated by reference and made a part of this Agreement for all

purposes.

3. Indemnity: Transporter will rely on communications and actions of Agent for all

specified purposes related to the specified Contracts as set forth in Exhibit A.

Contract Holder agrees to indemnify and hold Transporter harmless against any and

all claims arising from Transporter's actions in reliance on communications with

Agent. Agent agrees to indemnify and hold Transporter harmless against any and all

claims that are brought by Contract Holder against Transporter and that arise from

or relate to this Agency Authorization Agreement or the Contracts, provided,

however, nothing herein shall relieve Transporter of liability for its own

negligence.

4. Term: The term of this Agreement shall be for a term beginning ___________ and

will continue in full force thereafter unless terminated by Agent, Contract Holder

or Transporter by written notice from any Party to all other Parties two (2)

business days prior to the effective date of the termination.

5. Regulation: This Agreement shall be subject to all applicable governmental

statutes, orders, rules, and regulations and is contingent upon the receipt and

continuation of all necessary regulatory approvals or authorizations upon terms

acceptable to Transporter. This Agreement shall be void and of no force and effect

if any necessary regulatory approval or authorization is not so obtained or

continued.

6. Waiver: No waiver by any Party of one or more defaults by the other in the

performance of any provision of this Agreement shall operate or be construed as a

waiver of any future default or defaults, whether of a like or different character.