Mississippi Canyon Gas Pipeline, LLC

First Revised Volume No. 1

Effective Date: 11/01/2009, Docket: RP10-12-000, Status: Pending

Original Sheet No. 158 Original Sheet No. 158

GENERAL TERMS AND CONDITIONS

33. SUCCESSORS AND ASSIGNS

Any company which shall succeed by purchase, merger or

consolidation to the properties, substantially as an entirety, of

Shipper or Transporter shall be entitled to the rights and shall

be subject to the obligations of its predecessor in title under

the Transportation Service Agreement ("Agreement"); provided,

however, that Transporter reserves the right to evaluate and

approve the creditworthiness of the new entity in accordance with

the Creditworthiness section of these General Terms and

Conditions. Except as provided in Section 8 of Rate Schedule FTS-

2 and in Section 14 of the FT-2 Transportation Service Agreement,

no other assignment of an Agreement or any of the rights or

obligations thereunder shall be made by Shipper unless there first

shall have been obtained the written consent thereto of

Transporter. Shipper or Transporter may pledge or assign their

respective right, title and interest in and to and under the

Agreement to a trustee or trustees, individual or corporate, as

security for bonds or other obligations or securities without the

necessity of such trustee or trustees becoming in any respect

obligated to perform the obligations of the assignor under the

Agreement and, if any such trustee be a corporation, without its

being required to qualify to do business in any State in which

performance of the Agreement may occur.