Mississippi Canyon Gas Pipeline, LLC

First Revised Volume No. 1

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Effective Date: 09/01/2005, Docket: RP05-454-000, Status: Effective

First Revised Sheet No. 296 First Revised Sheet No. 296 : Effective

Superseding: Original Sheet No.296

FORM OF SERVICE AGREEMENT

FOR TEMPORARY RELEASES OF

FIRM TRANSPORTATION CAPACITY

(Cont'd)

Section 6.4 - (cont'd)

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 either Party hereto 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.

6.7 This Agreement is subject to all present and future

valid laws and orders, rules, and regulations of any

regulatory body of the federal or state government

having or asserting jurisdiction herein.

6.8 Acquiring Shipper grants to Transporter its permission

and approval to notify the Releasing Shipper, as

defined in Section 19.1 of the Tariff's General Terms

and Conditions, (even when such Releasing Shipper is an

Energy Affiliate of the Transporter) of certain credit-

related issues pursuant to the General Terms and

Conditions under Section 19.6 of the Transporter's

Tariff.

IN WITNESS WHEREOF, this Agreement has been executed as

of the date first written above by the Parties' respective

duly authorized officers.

[ACQUIRING SHIPPER] MISSISSIPPI CANYON GAS

PIPELINE, LLC

BY:_____________________________

BY:___________________________

____

TITLE:__________________________

TITLE:________________________

____

DATE:___________________________

DATE:_________________________

____