GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
            11.2  Warranty.  Customer or Replacement Customer warrants for
                  itself, its successors, and assigns, that it has, or
                  will have, at the time of delivery of the Gas for
                  injection hereunder good title to such Gas and/or good
                  right to cause the Gas to be delivered to Seller for
                  Storage.  Customer or Replacement Customer warrants for
                  itself, its successors, and assigns, that the Gas it
                  warrants hereunder shall be free and clear of all liens,
                  encumbrances or claims, that it will indemnify and save
                  Seller harmless from all suits, actions, debts,
                  accounts, damages, costs, losses, and expenses arising
                  from or out of adverse claims of any and all persons to
                  said Gas and/or to royalties, taxes, license fees, or
                  charges thereon which are directly applicable to such
                  delivery of Gas and that it will indemnify and save
                  Seller harmless from all taxes or assessments which may
                  be directly levied and assessed upon such delivery and
                  which are by law payable and the obligation of the party
                  making such delivery.
   
            11.3  Waivers.  No waiver by either Seller or Customer of any
                  one or more defaults by the other in the performance of
                  any provisions hereunder shall operate or be construed
                  as a waiver of any future default or defaults, whether
                  of a like or a different character.  Seller shall retain
                  the right to waive, with respect to Customer, any
                  Section of these General Terms and Conditions and Rate
                  Schedules FS and IS, if Seller does so in a non-
                  discriminatory manner.
   
            11.4  Assignments.  Any company which shall succeed by
                  purchase, merger or consolidation to the properties,
                  substantially as an entirety, of Customer or of Seller,
                  as the case may be, shall if eligible be entitled to the
                  rights and shall be subject to the obligations of its
                  predecessor in title under the Service Agreement(s)
                  between Seller and Customer.  Either Seller or Customer
                  may assign any of its rights or obligations under its
                  Service Agreement(s) to a financially responsible
                  corporation with which it is affiliated at the time of
                  such assignment.  Furthermore, Seller may, as security
                  for its indebtedness, assign, mortgage or pledge any of
                  its rights or obligations under its Service
                  Agreement(s), including its rights to receive payments,
                  to any other entity, and Customer will execute any
                  consent agreement with such entity and provide such
                  certificates and other documents as Seller may
                  reasonably request in connection with any such
                  assignment.  Customer also may assign or pledge its
                  Service Agreement(s) under the provisions of any
                  mortgage, deed of trust, indenture or