Valero Interstate Transmission Company

First Revised Volume No. 2

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

Original Sheet No. 36 Original Sheet No. 36 : Superseded

6. Interstate shall have the right from time to time to increase or

decrease the rates hereunder by the filing with the Federal Energy

Regulatory Commission, or any successor, of a new rate, to change the form

of the applicable rate schedule and to take such other and further action

with respect thereto without further consent by Buyer; provided, however,

Buyer shall have the right to intervene in any proceeding to oppose any

such higher rate, and in the case any such higher rate, is permitted, to

seek relief therefrom in any regulatory agency or in any court having

jurisdiction.

7. Notwithstanding anything in this Agreement to the contrary, in the

event that pursuant to a determination by the Federal Energy Regulatory

Commission, its successor or administrative agency or other governmental

authority having jurisdiction in the premises, Buyer is not permitted to

include the full price paid for gas delivered hereunder in its filed rates,

then said price shall be reduced to a price level equal to that which is

included, and prompt adjustments in amounts paid or to be paid shall be

made between Buyer and Interstate to reflect any such reduction.

ARTICLE VIII

GOVERNMENTAL REGULATIONS

1. This Agreement shall be subject to all valid applicable state,

federal and local laws, rules and regulations; provided that either party

shall be entitled to regard all laws, rules and regulations issued by any

federal or state regulatory body as valid and may act in accordance

therewith until such time as the same may be invalid by final judgment in

a court of competent jurisdiction.

2. Each Party hereto shall immediately make such filings with the

Federal Energy Regulatory Commission, hereinafter referred to as Commission,

for authorizations as may be required for the commencement of the deliveries

contemplated by this Agreement, and thereafter will use due diligence to

prosecute such filings to final decision, order or approval.

3. Each Party hereto shall submit copies of its filings or amendments

to such filings made with the Commission to the other Party and shall

promptly advise the other Party of any action taken by the Commission

with respect thereto.