Midwestern Gas Transmission Company

Third Revised Volume No. 1

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Effective Date: 12/01/2009, Docket: RP10-74-000, Status: Effective

Fourth Revised Sheet No. 479 Fourth Revised Sheet No. 479

Superseding: Third Revised Sheet No. 479





(Applicable to firm transportation rights

released pursuant to Section 21 of the

General Terms and Conditions of this Tariff)





3.1 This Agreement shall be subject to, shall be governed by, and shall incorporate the

applicable provisions of Company's Tariff, including, without limitation, Section 21

of the General Terms and Conditions thereof, the Governing Rate Schedule and special

terms and conditions stated in each Exhibit hereto with respect to the released

transportation rights described in such Exhibit. Subject to the terms, conditions

and limitations to this Agreement and Company's Tariff, Replacement Shipper shall be

deemed a Shipper for purposes of Company's Rate Schedule(s) FT-A, FT-B or FT-C and

the applicable provisions of Company's Tariff shall be subject to all obligations



3.2 With respect to the Release Quantity, Replacement Shipper shall have all of the

rights and obligations of "Shipper" and Company shall have all of the rights and

obligations of "Company" under the firm transportation agreement between Releasing

Shipper and Company listed on Exhibit A.


3.3 Company expressly reserves all rights granted to it by Company's Rate Schedule(s) FT-

A, FT-B or FT-C and the applicable provisions of its Tariff to file at the FERC and

place into effect unilaterally such changes as Company deems necessary or desirable

from time-to-time in the rates, charges, terms, and conditions applicable to service

under the Tariff or Rate Schedule(s) FT-A, FT-B or FT-C, in order to assure Company

just and reasonable rates, charges, and terms and conditions of service.





This Agreement shall become effective on the date first written above and shall remain in

force and effect until terminated by either Party upon thirty days prior written notice to

the other Party; provided however, no such termination may take effect during the term of

any release of transportation rights to Replacement Shipper hereunder.





This Agreement shall be binding upon and inure to the benefit of the parties hereto and

their respective successors and assigns. No assignment or transfer by either Party of any

of its rights hereunder, except for transfers pursuant to the release program set forth in

Company's Tariff, shall be made without the prior written consent of the other Party. Such

consent shall not be unreasonably withheld. No such consent of Company or Replacement

Shipper shall be required when an assignment by Replacement Shipper or Company is the

result of, and part of, a corporate acquisition, merger or reorganization. Nothing

contained herein shall prevent either Party from pledging, mortgaging or assigning its

rights hereunder as security for its indebtedness and either Party may assign to the

pledgee or mortgagee (or to a trustee for the holder of such indebtedness) any money due or

to become due under this Agreement. As between the parties hereto, such assignment shall

become effective on the first day of the month following written notice that such

assignment has been effectuated. Upon request of either Party, the other Party shall

acknowledge in writing any permitted assignment described herein and the right of any

permitted assignee (and any assignee upon enforcement of any assignment made as security

for indebtedness) to enforce this Agreement against such other Party, and shall also

deliver such certificates, copies of corporate documents and opinions and counsel as may be

reasonably requested by such permitted assignee relating to such Party, this Agreement and