Kern River Gas Transmission Company

Second Revised Volume No. 1

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

Original Sheet No. 895 Original Sheet No. 895 : Effective

RATE SCHEDULE SH-1

Kern River Firm Transportation Services

(Continued)

ARTICLE 22 - MISCELLANEOUS (Continued)

22.7 Successor and Assigns. The Firm Transportation Service Agreement shall

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

their respective successors and assigns. Except as otherwise provided

in Section 22.6 of this Rate Schedule, no assignment or transfer of the

Firm Transportation Service Agreement 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 in this Rate Schedule 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 Firm Transportation Service

Agreement. As between the parties thereto, 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 assignment permitted by

this Rate Schedule and the Firm Transportation Service Agreement and the

right of any assignee thereunder (and any assignee upon enforcement of

any assignment made as security for indebtedness) to enforce the Firm

Transportation Service Agreement against such other party. With respect

to an assignment of the Firm Transportation Service Agreement by

Transporter for security of indebtedness, Shipper shall deliver such

certificates and other documents as may be reasonably requested by

Transporter's lenders, including but not limited to officer's and

secretary's' certificates, certificates of incorporation and good

standing, copies of by-laws and opinions of counsel to evidence the due

incorporation of Shipper; the validity, enforceability and binding

effect of the Agreement; and other similar matters. Any assignment

permitted by this Rate Schedule and the Firm Transportation Service

Agreement may include any right given or reserved to the assignor

thereunder to consent to any assignment or transfer by the other party

thereto of its rights and obligations under the Firm Transportation

Service Agreement. If Shipper assigns its interest thereunder to a

third party (Assignee) pursuant to the terms thereof, and Shipper

receives, within a reasonable period of time, written notice from

Transporter, alleging that such Assignee has, with respect to the

payment provisions of this Rate Schedule and the Firm Transportation