Destin Pipeline Company, L.L.C.

Original Volume No. 1

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Effective Date: 09/01/1998, Docket: GT00- 3-001, Status: Effective

Original Sheet No. 202 Original Sheet No. 202 : Effective







related to periods prior to the assignment which become due before

or after such date). In the event such assignment is to an affiliate

of Shipper, the provisions of this Section 8.4 (iii) shall apply and

not the provisions of Section 8.4 (i) or (ii).


Subject to the provisions of Section 18 of the General Terms and Conditions

applicable hereto, and except as provided in Sections 8.4(i) and 8.4 (iii)

hereof, no assignment of this Agreement or any of the rights or obligations

hereunder shall be made unless there first shall have been obtained the

written consent thereto of Shipper in the event of an assignment by Company,

or the written consent thereto of Company in the event of an assignment by

Shipper, such consent not to be unreasonably withheld.


The restrictions on assignment contained in this Section 8.4 (i) do not apply

to assignments of leases and (ii) shall not in any way prevent either party

to this Agreement from pledging or mortgaging its rights hereunder as

security for its indebtedness.


For purposes of this Agreement, an "affiliate" means, with respect to any

relevant entity, any other entity that directly or indirectly controls, is

controlled by, or is under common control with, such relevant entity in

question. As used herein, the term "control" (including its derivatives and

similar terms) means owning or holding, directly or indirectly, the power (i)

to vote 10% or more of the Voting Stock of any such relevant entity or (ii)

to direct or cause the direction of the management and policies of any such

relevant entity. "Voting Stock" means capital stock issued by a corporation,

or equivalent interests in any other entity, the holders of which are

ordinarily, in the absence of contingencies, entitled to vote for the

election of directors (or entity with management authority performing similar

functions) of such entity.