Northern Natural Gas Company

Fifth Revised Volume No. 1

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Effective Date: 02/23/2003, Docket: GT02- 38-000, Status: Suspended

Second Revised Sheet No. 284 Second Revised Sheet No. 284 : Suspended

Superseding: First Revised Sheet No. 284

GENERAL TERMS AND CONDITIONS

45. WARRANTY

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In the event Northern does not have title to the gas being transported,

Shipper warrants that Shipper at the time of delivery of gas to Northern

will have good title to all such gas pursuant to contractual arrangements

entered into prior to commencement of service, and that it will deliver, or

cause to be delivered, such gas free from all liens, encumbrances and claims

whatsoever; provided, however, that pursuant to Section 44, of these

General Terms and Conditions, Shipper or its designee may elect to retain

the right to process such gas for the removal of liquids and liquifiable

hydrocarbons, but in such instances Shipper warrants that it or its designee

has good right to do so pursuant to contractual arrangements entered into

prior to commencement of service. Shipper will indemnify Northern and save

it harmless from all suits, actions, debts, liabilities, accounts, damages,

costs, losses, and expenses (including attorneys' fees and court costs)

arising out of the adverse claim of any person or persons claiming ownership

of any interest in the gas or for any taxes, licenses, royalties, fees, or

charges which are applicable prior to the time of delivery of such gas to

Northern. In the event any adverse claim of any character whatsoever is

asserted with respect to any of said gas, Northern shall have the right to

suspend service under the Service Agreement until such time as Shipper's

title or right to deliver is free from question.

46. CREDIT WORTHINESS

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Prior to execution of a Service Agreement, providing for service under any

Rate Schedule, a Shipper or a prospective shipper (hereinafter in this

section jointly referred to as "Shipper") shall be required to establish

creditworthiness with Northern. Northern shall not be required to:

(i) execute a Service Agreement providing for service under the applicable

Rate Schedule on behalf of any Shipper who fails to meet Northern's

standards for creditworthiness; or (ii) initiate service to a Shipper who

fails to meet Northern's standards for creditworthiness; or (iii) continue

transportation service on behalf of any Shipper who is or has become

insolvent or who, at Northern's request, fails within a reasonable period to

demonstrate creditworthiness.

For purposes herein, the determination of Shipper's creditworthiness shall

be based upon the level of service requested by Shipper and Shipper's

estimated financial strength as defined by a credit rating of investment

grade, defined as a rating of at least "BBB-" by Standard & Poor's

Rating Group (Standard & Poor's), a rating of at least "Baa3" by Moody's

Investors Service, Inc. (Moody's), or for Canadian Shippers not rated by

Standard & Poor's or Moody's, a rating of at least "BBB(low)" by Dominion

Bond Rating Service (Dominion) or a rating of at least "B++(low)" by

Canadian Bond Rating Service (CBRS) (or their successors). To the extent

Shipper is rated by multiple agencies, the lower rating applies. If Shipper

is not rated by Standard & Poor's, Moody's, Dominion or CBRS, a

determination of a Shipper's creditworthiness shall be based upon (i) the

credit rating assigned to the Shipper's parent company (if the parent

company is creditworthy it must provide a written guarantee in a form

satisfactory to Northern), or (ii) a credit rating, as evaluated by

Northern, based upon the level of service requested by Shipper and financial

analysis criteria and ratios which are generally acceptable in the natural

gas industry. If Northern determines that Shipper does not have an

acceptable rating as set forth above, Shipper may, at its own expense,

obtain a private rating from Standard & Poor's, Moody's, Dominion or CBRS,

or, as an alternative, request that an independent certified public

accountant, mutually acceptable to Shipper and Northern, prepare an

equivalent evaluation based on the financial analysis criteria and ratios

which are generally acceptable in the natural gas industry. In addition, to

establish creditworthiness Shipper must: (i) confirm in writing that Shipper

is not operating under any chapter of the bankruptcy laws and is not subject

to liquidation or debt reduction procedures under state laws, such as an

assignment for the benefit of creditors, or any informal creditors'