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First Revised Sheet No. 227 First Revised Sheet No. 227 : Superseded

Superseding: Original Sheet No. 227

AGENCY AUTHORIZATION AGREEMENT (continued)

7. The interpretation and performance of this Agreement shall be in accordance with

the laws of the state of Texas without regard to choice of law doctrine that

refers to the laws of another jurisdiction.

8. Conflicts: In the event of a conflict between the provisions of this Agreement and

the General Terms and Conditions of Transporter's FERC Gas Tariff, the General

Terms and Conditions shall govern.

9. The Parties agree and stipulate that the services to be performed pursuant to this

Agreement by each Party are uniquely tied to the Parties performing the services.

Therefore the rights and obligations pursuant to this agreement may not be

assigned.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as

of the date first hereinabove written.

Contract Holder: _____________________________________

By: _____________________________________

Title: _____________________________________

Agent: _____________________________________

By: _____________________________________

Title: _____________________________________

Tennessee Gas Pipeline Company

Midwestern Gas Transmission Company

By: _____________________________________

Title: _____________________________________