U-T Offshore System, L.L.C.

Third Revised Volume No. 1

Effective Date: 11/01/1993, Docket: RS92- 88-006, Status: Effective

Original Sheet No. 28 Original Sheet No. 28 : Superseded

FORM OF TRANSPORTATION AGREEMENT

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(For Use Under Transporter's Rate Schedule IT)

(Continued)

ARTICLE VII

7.1 Waivers. No waiver by either Shipper or Transporter of any one or more defaults in the

performance of any provision hereunder shall operate or be construed as a waiver of any future

default or defaults, whether of a like or a different character.

ARTICLE VIII

8.1 Regulations. This Agreement, and all terms and provisions contained herein, and the respective

obligations of the parties hereunder are subject to valid laws, orders, rules, and regulations

of duly constituted authorities having jurisdiction.

ARTICLE IX

9.1 Assignments. Any company which shall succeed by purchase, merger, or consolidation to the

properties, substantially as an entirety, of Shipper, or of Transporter, as the case may be,

shall be entitled to the rights and shall be subject to the obligations of its predecessor in

title under this Agreement; and either of the parties may assign or pledge this Agreement under

the provisions of any mortgage, deed of trust, indenture, or similar instrument which it has

executed or may execute hereafter covering substantially all of its properties; otherwise

neither of the parties shall assign this Agreement or any of their rights hereunder unless it

first shall have obtained the consent thereto in writing of the other party, provided further,

however, that neither of the parties shall be released from its obligations hereunder without

the consent of the other.

ARTICLE X

10.1 Limitation on Liability of Partner. The parties hereto hereby agree that any claim

against the Transporter which may arise hereunder shall be made only against the

Transporter and all rights to proceed against the Partners therein, individually, or

against their assets as a result of such claim or any obligation arising therefrom, is

hereby waived.

10.2 Indemnification of Operator. Shipper shall indemnify and save harmless any Operator of

the System, designated by Transporter to operate the System for Transporter as an

independent contractor, and such Operator's officers, agents and employees from any claim,

demand or expense for loss, damage or injury arising out of or in any way connected with

the quality, use or condition of the Gas and Associated Liquids after the delivery from

the System.

10.3 Applicable Law. This Agreement shall be governed by and interpreted in accordance with

the laws of the State of Delaware.