Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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Effective Date: 06/01/1997, Docket: RP97- 59-003, Status: Effective

Original Sheet No. 232 Original Sheet No. 232 : Superseded

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT (Continued)

c. if requested by the receiving party, the Affected Party shall deliver a copy

of the Documents to the receiving party, saved on a computer storage diskette, and

identified in a manner which will allow the receiving party to attribute the copy to the

associated Transaction; and

d. when the communication failure has been corrected, the Affected Party may send

notice to the other parties (the "Noticed Parties") in the manner prescribed in this

Agreement, informing the Noticed Parties of the Affected Party's intention to resume EDM

Transactions. Within twenty-four (24) hours of the Noticed Parties' receipt of this

notice, the parties agree to resume normal EDM Transactions.

If the above procedure is followed, a binding contractual relationship will have formed

immediately upon the receipt by the Affected Party of an acknowledgment accepting the

Affected Party's offered terms, according to ordinary contract principles.

Section 5. Transaction Terms.

5.1. Terms and Conditions. This Agreement is to be considered part of any other

written agreement referencing it or referenced in the Appendix. In the absence of any

other written agreement applicable to any Transaction made pursuant to this Agreement,

such Transaction (and any related communication) also shall be subject to one of the

following (CHECK ONE):

[ ] those terms and conditions, including any terms for payment, included

in the Appendix.

[ ] the terms and conditions included on each party's standard printed

applicable forms attached to or identified in the Appendix [as the same may be amended

from time to time by either party upon written notice to the other]. The parties

acknowledge that the terms and conditions set forth on such forms may be inconsistent,

or in conflict, but agree that any conflict or dispute that arises between the parties

in connection with any such Transaction will be resolved as if such Transaction had been

effected through the use of such forms.

[ ] such additional terms and conditions as may be determined in

accordance with applicable law.

The terms of this Agreement shall prevail in the event of any conflict with any other

terms and conditions applicable to any Transaction. Notwithstanding the foregoing and

Section 6.1 of this Agreement, if any party determines that this Agreement is in

conflict with either that party's existing tariff or an obligation imposed by a

governmental entity exercising jurisdiction over that party, then the affected party

shall give immediate notice defining which terms of this Agreement are affected, and the

reasons therefor, and may provide notice of termination of this Agreement as provided in

Section 6.3, effective immediately upon receipt of such notice by the other party to

this Agreement.

5.2. Confidentiality. No information contained in any Document or otherwise

exchanged between the parties shall be considered confidential except to the extent

provided in sections 2.4 and 2.5, by written agreement between the parties, or by

applicable law.

5.3. Validity; Enforceability.

5.3.1. This Agreement has been executed by the parties to evidence their

mutual intent to create binding obligations pursuant to the electronic transmission and

receipt of Documents specifying certain of the applicable terms.

5.3.2. Any Documents properly transmitted pursuant to this Agreement shall

be considered in connection with (i) any Transaction, (ii) any other written agreement

described in Section 5.1, or (iii) this Agreement, to be a "writing" or "in writing";

and any such Document when containing, or to which there is affixed, a Signature Code

("Signed Documents") shall be deemed for all purposes to have been "signed" and to