Kern River Gas Transmission Company

Second Revised Volume No. 1

Effective Date: 07/01/2000, Docket: RP00-288-000, Status: Effective

Original Sheet No. 649 Original Sheet No. 649 : Effective

RATE SCHEDULE UP-1

Kern River Firm Transportation Services

(Continued)

ARTICLE XVII - MISCELLANEOUS

17.1 Successors and Assigns. The Transportation Service Agreement shall be

binding upon and inure to the benefit of the parties thereto and their

respective successors and assigns. No assignment or transfer by either

party thereunder shall be made without written approval of the other

party. Such approval shall not be unreasonably withheld. No such

consent of Transporter or Shipper shall be required when an assignment

by Shipper or Transporter 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

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 the Transportation

Service 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

(including any assignee upon enforcement of any assignment made as

security for indebtedness) to enforce the Transportation Service

Agreement against such other party, and shall 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, the Transportation Service Agreement and any other matters

relevant thereto. Unless otherwise agreed by the parties hereto in a

separate writing or pursuant to any provision of the Transportation

Service Agreement that expressly allows Shipper to be relieved of its

obligations thereunder in connection with an assignment, no permitted

assignment shall relieve the assigning party from any of its obligations

under the Transportation Service Agreement; provided however that if

Shipper assigns its rights thereunder to an Eligible Assignee and

otherwise complies with the foregoing provisions of this Section 17.1,

then effective upon such assignment the Shipper shall be relieved of its

obligations thereunder to the extent of such assignment with respect to

any period beginning on or after the date of such assignment. As used

in the preceding sentence, Eligible Assignee means an entity that (i) at

the time of such assignment (A) has senior unsecured long term public

debt that has a rating by Standard & Poor's Corporation ("S&P")