Valero Interstate Transmission Company

First Revised Volume No. 1

Effective Date: 11/01/1991, Docket: GT91- 42-000, Status: Effective

Original Sheet No. 26 Original Sheet No. 26 : Superseded

RATE SCHEDULE FTS-1

Firm Transportation Service

---------------------------

(continued)

good and sufficient indemnity bond or otherwise, then such notice shall

be withdrawn and the agreement shall continue in full force and effect.

In case the party in default does not so remedy and remove the cause or

causes or does not so indemnify the party giving the notice for any and

all consequences of such breach, within said period of 30 days, then,

after any necessary authorization by regulatory bodies having jurisdic-

tion, the agreement shall become null and void from and after the

expiration of said period, provided that notice of termination has not

been withdrawn prior thereto. Any termination of such agreement

pursuant to the provisions of this paragraph shall be without prejudice

to the right of Vitco to collect any amounts then due to it and shall

be without prejudice to the right of Shipper to receive any gas which

it has delivered to Vitco but which Vitco has not delivered back to

Shipper, although entitled thereto, and without waiver of any remedy to

which the party not in default may be entitled for violations of such

agreement.

9. ASSIGNMENT

----------

Neither party to any service agreement under this rate schedule shall

assign such service agreement or any interest therein or any property,

real or personal, acquired in connection therewith, without the prior

written consent of the other, except that either may assign all of its

rights and obligations thereunder to a corporation which shall succeed

by purchase, merger or consolidation to the properties substantially as

an entirety of the assigning party and which shall assume and agree in

writing to perform all of its duties and obligations under such service

agreement. The foregoing notwithstanding, Vitco and Shipper may assign

or pledge its right, title and interest in, and by virtue of, any

service agreement under this rate schedule, including any and all

extensions, renewals, and amendments, and supplements thereto, to a

trustee or trustees, individual or corporate, as security for bonds or

other obligations or securities, without the consent of the other

party, and without such trustee or trustees assuming or becoming in any

respect obligated to perform any of the obligations of the assignor,

and, if any such trustee be a corporation, without its being required

by the parties to such service agreement to qualify to do business in

the state in which the performance of the service agreement may occur.