Nautilus Pipeline Company, LLC

Original Volume No. 1

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

Original Sheet No. 285 Original Sheet No. 285 : Effective

FORM OF SERVICE AGREEMENT

FOR RATE SCHEDULE IT-1

ARTICLE X

ASSIGNMENTS

Any company which succeeds by purchase, merger, or

consolidation to the properties, substantially as an

entirety, of Shipper or of Transporter, as the case may be,

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. Except as set forth

above, neither Shipper nor Transporter shall assign this

Service Agreement or any of its rights hereunder without the

prior written consent of the other party; provided, however,

that neither Shipper nor Transporter shall be released from

its obligations hereunder without the consent of the other.

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

be made against any member of Transporter under or in

connection with this Service Agreement; (d) no claims shall

be made against the Operator, its officers, employees, and