Dauphin Island Gathering Partners

Original Volume No. 1

Effective Date: 12/23/1997, Docket: CP97-300-002, Status: Effective

Original Sheet No. 331 Original Sheet No. 331 : Effective

5.2 Acquiring Shipper agrees that Transporter shall have the

unilateral right to file with the appropriate regulatory

authority and make effective changes in (a) the rates and

charges applicable to service pursuant to Transporter's

Rate Schedule FT-1 (DI) and FT-2 (DI), (b) the Rate

Schedule pursuant to which service hereunder is rendered,

or (c) any provision of the General Terms and Conditions

applicable to those Rate Schedules. Transporter agrees

that Acquiring Shipper may protest or contest the

aforementioned filings, or may seek authorization from duly

constituted regulatory authorities for such adjustment of

Transporter's existing FERC Gas Tariff as may be found

necessary to assure Transporter just and reasonable rates.

ARTICLE VI

MISCELLANEOUS

6.1 This Agreement constitutes the entire Agreement between the

Parties and no waiver by either Party of any default under

this Agreement shall operate as a waiver of any subsequent

default whether of a like or different character.

6.2 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL

BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE

STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING

CHOICE OF LAW.

6.3 Except for the Addendum generated by Acquiring Shipper's

successful bids for released capacity, no modification of

or supplement to the terms and provisions hereof shall be

or become effective except by execution of a supplementary

written agreement between the Parties.

6.4 Transporter may, without relieving itself of its

obligations under this Agreement, assign any of its rights

hereunder to a company with which it is affiliated.

Shipper shall not assign this Agreement or any of its

rights hereunder, except in accord with Section 19 of the

General Terms and Conditions of Transporter's FERC Gas

Tariff.

6.5 Any person which shall succeed by purchase, merger, or

consolidation to the assets, substantially as an entirety,

of Shipper or to Transporter's DI Facility, shall be

entitled to the rights and shall be subject to the

obligations of its predecessor in interest under this

Agreement.

6.6 Each Addendum and Exhibit "A" attached to this Agreement

constitute part of this Agreement and are incorporated

herein.