Nautilus Pipeline Company, LLC

Original Volume No. 1

Effective Date: 12/01/1997, Docket: CP96-790-003, Status: Effective

Original Sheet No. 273 Original Sheet No. 273 : Effective

FORM OF SERVICE AGREEMENT

FOR RATE SCHEDULE FT-3

ARTICLE X

ASSIGNMENTS

Any company which succeeds by purchase, merger, or

consolidation to the properties, substantially as an

entirety, of Shipper or of Transporter will be entitled to

the rights and will be subject to the obligations of its

predecessor in title under this Service Agreement. Either

Shipper or Transporter may assign or pledge this Service

Agreement under the provisions of any mortgage, deed of

trust, indenture, bank credit agreement, assignment,

receivable sale, or similar instrument which it has executed

or may execute hereafter. Shipper may assign this Service

Agreement to an assignee(s) of Shipper's interest in the

Commitment set forth in Exhibit "A" hereto which is an

Affiliate of Shipper and which satisfies the requirements of

Rate Schedule FT-3. None of Shipper's right or interest in

the Commitment set forth on Exhibit "A" hereto shall be

assigned to an unrelated third party without the prior

written consent of Transporter, which consent shall not be

unreasonably withheld.

ARTICLE XI

NONRECOURSE OBLIGATION OF

LIMITED LIABILITY COMPANY,

MEMBERS AND OPERATOR

Shipper acknowledges and agrees that (a) Transporter is a

Delaware limited liability company; (b) Shipper shall have no

recourse against any member of Transporter with respect to

Transporter's obligations under this Service Agreement and

its sole recourse shall be against the assets of Transporter,

irrespective of any failure to comply with applicable law or

any provision of this Service Agreement; (c) no claim shall