Kern River Gas Transmission Company

Second Revised Volume No. 1

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Effective Date: 10/01/2003, Docket: RP00-337-006, Status: Effective

Original Sheet No. 341 Original Sheet No. 341 : Effective

FORM OF PARK AND LOAN SERVICE AGREEMENT

(Applicable to Park and Loan Service Under Rate Schedule PAL)

(continued)

Nothing contained herein will 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 will 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 will 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 will also deliver such certificates, copies of corporate

documents and opinions of counsel as may be reasonably requested by such

permitted assignee relating to such party, this Agreement and any other

matters relevant thereto. No permitted assignment will relieve the

assigning party from any of its obligations under this Agreement.

Shipper hereby confirms that the rights of Transporter under the

Agreement that may be assigned include any right given or reserved to

Transporter in the Agreement to consent to any assignment or transfer by

Shipper of its rights and obligations thereunder.

ARTICLE VI - GOVERNMENTAL BODIES

6.1 Notwithstanding any other provision hereof, this Agreement will be

subject to all laws, statutes, ordinances, regulations, rules and court

decisions of governmental entities now or hereafter having jurisdiction.

ARTICLE VII - MISCELLANEOUS PROVISIONS

7.1 This Agreement will be amended only by an instrument in writing executed

by both parties hereto.

7.2 No waiver by any party of any one or more defaults by the other in the

performance of any provisions of this Agreement will operate or be

construed as a waiver of any future default or defaults, whether of a

like or of a different character.