EXHIBIT 10.22FORM OFMASTER SERVICES AGREEMENTBy and BetweenSOUTHERN NATURAL GAS COMPANYandEL PASO CORPORATIONTENNESSEE GAS PIPELINE COMPANYandSNG PIPELINE SERVICES COMPANY, L.L.C.DATED: November ___, 2007
 

 
INDEX   Article Page   I. General Description of Operational Services to be Provided 1   II. Accounting; Compensation; Inspection; and Audit 6   III. Budgets and Financial Statements 7   IV. Applications; Reports; and Tax Reimbursements 8   V. Defaults 9   VI. Change of Service Providers 9   VII.Indemnity; Litigation and Insurance 10   VIII. Force Majeure 12   IX. Notices 13   X. Miscellaneous 14   EXECUTION 16   Exhibits:     Exhibit A — Accounting Procedures  
ii

 
MASTER SERVICES AGREEMENT     THISMASTER SERVICES AGREEMENT (“Agreement”), made and entered into as of this ___ day ofNovember, 2007 by and between Southern Natural Gas Company, a Delaware partnership (“Southern”) andEl Paso Corporation, a Delaware corporation (“EPC”) and its affiliates, Tennessee Gas PipelineCompany, a Delaware corporation (“TGP”), and SNG Pipeline Services Company, L.L.C., a Delawarelimited liability company (“SNG Servco”).W I T N E S S E T H:     WHEREAS Southern owns and operates an interstate natural gas pipeline and also operates thefacilities of certain other affiliated entities pursuant to management services agreements withBear Creek Storage Company (“Bear Creek”), Southern LNG, Inc. (“Southern LNG”), and Elba ExpressCompany, L.L.C. (“Elba Express”); and     WHEREAS, EPC, TGP, and SNG Servco each provide certain services to Southern in connection withthe operation of Southern’s facilities and in support of Southern’s role as operator for BearCreek, Southern LNG, and Elba Express (collectively referred to hereinafter as the “OperationalServices”); and     WHEREAS, Southern reimburses EPC, TGP, and SNG Servco for the costs incurred by these entities(collectively referred to hereinafter as the “Service Providers”) in providing the OperationalServices; and     WHEREAS, Southern and the Service Providers desire to memorialize in this Agreement theOperational Services to be provided by the Service Providers, and the manner in which Southern’sobligation to reimburse the Service Providers for their costs shall be determined:     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,Southern and the Service Providers hereby agree as follows:ARTICLE IGeneral Description of Operational Services to be Provided     1.1 General Description of Operational Services to be Provided to Southern by EPC.Subject to the direction of Southern as provided herein, EPC shall provide supervisory,administrative and financial services to Southern in connection with the operations of Southern andthose other entities with which Southern has entered into a Management Services Agreement and anyentity with which Southern enters into a management services agreement in the future. EPC shallperform its services hereunder in accordance with generally accepted practices in the natural gaspipeline industry, but such practices shall not be less than the standards followed by EPC inproviding such services to its other affiliated gas pipeline companies. Without limiting thegenerality of
1

 
the foregoing, EPC shall have responsibility and authority to take the following actions forand on behalf of Southern: (a) Procure and furnish services in accordance with the operating and capitalbudgets approved by Southern pursuant to Article III of this Agreement which arenecessary to carry out EPC’s responsibilities hereunder; provided however, that in thecase of explosion, fire, storm or other emergency, whether of the same or differentnature, EPC may take such steps and incur such expenses as in its opinion are requiredto deal with such emergency and to safeguard life and property but shall, as promptlyas feasible, report such emergency to Southern and thereafter shall follow thedirection of Southern as to such emergency;  (b) Perform administrative oversight and assistance to Southern in connectionwith the accounting, budgeting, information technology (“IT”), risk management, legal,planning, regulatory, reporting, tax and treasury functions (including appropriate taxelections) in accordance with generally accepted accounting principles and the FERCUniform System of Accounts;  (c) Maintain for Southern and for its sole benefit and interest, custody ofcertain funds, securities, notes, drafts, acceptances, and other commercial paper andevidences of indebtedness of Southern; provide administrative and ministerialfunctions required under the financing arrangements for Southern, and, in accordancewith any restrictions or requirements contained therein, keep the funds belonging toSouthern on deposit in such banking institutions as Southern may, from time to time,direct and disburse such funds; invest available funds in such United Statesgovernment securities, certificates of deposit, commercial paper or other marketablesecurities as Southern shall approve from time to time;  (d) Procure the services and determine the compensation of such outside vendors,contractors or consultants as may be necessary from time to time in performance ofEPC’s obligations under this Agreement;  (e) Require all contractors (and their subcontractors) of EPC performing servicesfor the benefit of Southern to maintain in force and effect, insurance of such typesand in such amounts as Southern shall direct from time to time;  (f) Procure and maintain on behalf of Southern and those companies that areoperated by Southern, insurance of such types and in such amounts as Southern shalldirect from time to time;  (g) Keep an accurate account of transactions in the funds and securities ofSouthern for which EPC is responsible under Section 1.1(c) above and,
2

 
   whenever requested by Southern, promptly prepare and submit such reports and otherinformation in such form and detail as Southern may reasonably request; and (h) Perform such other acts and functions as are necessary to carry out itsresponsibilities under this Agreement.     1.2 General Description of Operational Services to be Provided to Southern by TGP.Subject to the direction of Southern as provided herein, TGP shall provide technical servicessuch as control, metallurgical, pipeline integrity, engineering and rehabilitation, operationaltraining, government affairs, aviation, telecommunications and network systems, measurement,materials and contract management, ad valorem tax administration and executives to Southern for theoperations of Southern and those other entities with which Southern has entered into a ManagementService Agreement and any entity with which Southern enters into a management services agreement inthe future. TGP shall perform its services hereunder in accordance with generally acceptedpractices in the natural gas pipeline industry, but such practices shall not be less than thestandards followed by TGP in providing such services in connection with the operation of its owngas pipeline facilities or to its other affiliated gas pipeline companies. Without limiting thegenerality of the foregoing, and to the extent such services are not otherwise provided by SNGServco, TGP shall have responsibility and authority to take the following actions for and on behalfof Southern: (a) Provide design, engineering, construction, operation and day — to — daymanagement, testing, monitoring and supervision of certain aspects of the operationsof Southern as described above in accordance with the operating and capital budgetsapproved by Southern pursuant to Article III of this Agreement;  (b) Operate, repair and maintain Southern’s facilities and procure and furnishmaterials, equipment, services, supplies and labor in accordance with the operatingand capital budgets approved by Southern pursuant to Article III of this Agreementwhich are necessary to carry out TGP’s responsibilities hereunder; provided howeverthat in the case of explosion, fire, storm or other emergency, whether of the same ordifferent nature, TGP may take such steps and incur such expenses as in its opinionare required to deal with such emergency and to safeguard life and property but shall,as promptly as feasible, report such emergency to Southern and thereafter shall followthe direction of Southern as to such emergency;  (c) Perform certain administrative functions for Southern, consistent with theprovisions of Southern’s tariff, including without limitation IT, safety,environmental, and related planning, purchasing, regulatory, reporting, and recordretention services;
3

 
 (d) Prepare the engineering studies, plans and outlines of proposed constructionfor Southern’s facilities and for any modifications, improvements, additions orreplacements thereto and all related construction fund schedules, in accordance withthe operating and capital budgets approved by Southern pursuant to Article III of thisAgreement;  (e) Purchase materials, equipment and supplies, and make sales or exchanges ofmaterials, equipment, allow for the use of TGP’s warehouses and supplies, inconnection with the other services provided by TGP, in such amounts as are reasonableunder the circumstances and as are provided for in the operating and capital budgetsapproved by Southern pursuant to Article III of this Agreement;  (f) Procure the services and determine the compensation of such outsideengineers, contractors or consultants as may be necessary from time to time inperformance of TGP’s obligations under this Agreement;  (g) Maintain in force and effect, and require all contractors (and theirsubcontractors) of TGP performing services for the benefit of Southern to maintain inforce and effect, insurance of such types and in such amounts as Southern shall directfrom time to time; and  (h) Perform such other acts and functions as are necessary to carry out itsresponsibilities under this Agreement.     1.3 General Description of Operational Services to be Provided to Southern by SNGServco. Subject to the direction of Southern as provided herein, SNG Servco shall providelabor and associated support and administrative services to Southern in connection with theday-to-day management and supervision of the facilities of Southern and those other entities withwhich Southern has entered into a Management Services Agreement and any entity with which Southernenters into a management services agreement in the future. SNG Servco shall perform its serviceshereunder in accordance with generally accepted practices in the natural gas pipeline industry.Without limiting the generality of the foregoing, SNG Servco shall provide labor and services toaccomplish the following actions for and on behalf of Southern: (a) Provide design, engineering, construction, operation and day — to — daymanagement, testing, monitoring and supervision of certain aspects of the operationsof Southern as described above in accordance with the operating and capital budgetsapproved by Southern pursuant to Article III of this Agreement;  (b) Operate, repair and maintain Southern’s facilities and procure and furnishmaterials, equipment, services, supplies and labor in accordance with the operatingand capital budgets approved by Southern pursuant to Article III of this Agreementwhich are necessary to carry out SNG Servco’s responsibilities hereunder; providedhowever that in the case of explosion,
4

 
   fire, storm or other emergency, whether of the same or different nature, SNG Servcomay take such steps and incur such expenses as in its opinion are required to dealwith such emergency and to safeguard life and property but shall, as promptly asfeasible, report such emergency to Southern and thereafter shall follow thedirection of Southern as to such emergency;  (c) Perform certain administrative functions for Southern, consistent with theprovisions of Southern’s tariff, including without limitation the marketing functionsand maintaining the Electronic Bulletin Board (“EBB”) for Southern;  (d) Prepare the engineering studies, plans and outlines of proposed constructionfor Southern’s facilities and for modifications, improvements, additions orreplacements thereto and related construction fund schedules, without duplication ofthe services provided by TGP, in accordance with the operating and capital budgetsapproved by Southern pursuant to Article III of this Agreement;  (e) Purchase materials, equipment and supplies, and make sales or exchanges ofmaterials, equipment and supplies, in connection with the other services provided bySNG Servco, in such amounts as are reasonable under the circumstances and as areprovided for in the operating and capital budgets approved by Southern pursuant toArticle III of this Agreement;  (f) Supervise and administer the gas transportation service agreements;  (g) Provide field assistance in connection with the administration of leases,rights-of-way, upstream or downstream pipeline service agreements and other agreementsand property of whatsoever nature of Southern including the collection or payment onbehalf of Southern of amounts due under such agreements;  (h) Procure the services and determine the compensation of such outsideengineers, contractors or consultants as may be necessary from time to time inperformance of SNG Servco’s obligations under this Agreement;  (i) Maintain in force and effect, and require all contractors (and theirsubcontractors) of SNG Servco performing services for the benefit of Southern tomaintain in force and effect, insurance of such types and in such amounts as Southernshall direct from time to time;  (j) Acquire natural gas required for operational purposes, and for installationand testing of new pipelines (including linepack); and
5

 
 (k) Perform such other acts and functions as are necessary to carry out itsresponsibilities under this Agreement.     1.4. Independent Contractor Status of Service Providers. In performance of theirresponsibilities under this Agreement, other than in the execution of contracts for materialsand/or services with the value exceeding $5,000,000.00 (as provided in Section 1.8, below), each ofthe Service Providers shall be an independent contractor and shall not be an employee or agent ofSouthern.     1.5 Personnel. Each of the Service Providers shall utilize and have supervision overthe Persons (including consultants and professional, service or other organizations) required toprovide the services described herein. Service Providers may use the services of their Affiliates’employees. Each of the Service Providers shall pay all expenses in connection with the use of itsAffiliate’s employees, and such expenses shall be reimbursed by Southern as provided in theAccounting Procedures attached hereto as Exhibit A and made a part hereof (the “AccountingProcedures”).     1.6 Information Relating to the Service. The Service Providers shall furnish toSouthern such reports and other information as may be requested by Southern at any time or fromtime to time, and shall support Southern in any regulatory proceeding, including, but not limitedto assisting in the filings, responding to discovery requests and providing witnesses to supportSouthern’s recovery of expenses associated with the services described in this Agreement.     1.7 Contracts. Unless Southern shall otherwise direct, all contracts for servicesentered into by any Service Provider for amounts equal to or in excess of Five Million Dollars($5,000,000.00) shall be entered into in the name of Southern, with the Service Provider executingsuch agreements as the agent for Southern.     1.8 Conformity with Laws. Service Providers shall abide by and conform to all validand applicable laws, orders, rules and regulations of all duly constituted governmentalauthorities.ARTICLE IIAccounting; Compensation; Inspection; and Audit     2.1 Accounting. Service Providers shall each keep a full and complete account of allrevenues earned by and collected for the account of Southern and all costs, expenses andexpenditures incurred or paid in connection with providing the services described herein,consistent with generally accepted accounting principles and applicable FERC regulations andpolicies, in the manner set forth in the Accounting Procedures.     2.2 Compensation. Southern shall reimburse Service Providers for all reasonable andproper costs, expenses and expenditures paid by Service Providers for services
6

 
performed in connection with this Agreement in accordance with the Accounting Procedures.     2.3 Audit. Southern, after thirty (30) days’ written notice to any of the ServiceProviders, shall have the right during normal business hours to audit, at its own expense, allbooks and records of that Service Provider relating to the costs, expenses and expenditures paid orincurred by that Service Provider in performance of its obligations under this Agreement. Suchaudits shall not be made more often than once each calendar year. Southern shall have two (2)years after the close of a calendar year in which to initiate an audit of any Service Providers’records for such calendar year, provided that any audit requested before the end of such two yearperiod may thereafter be conducted until concluded and a proposed adjustment based on that auditmay be submitted upon the conclusion of such audit (but in no event later than 10 business daysafter the conclusion of such audit). Southern shall bear all expenses incurred in any such audit.No Service Provider shall be required or permitted to adjust any item unless a claim therefore hasbeen presented, or an adjustment has been initiated within two (2) years after the close of thecalendar year in which the statement therefore is rendered, and in the absence of such timelyclaims or adjustments, the bills and statements rendered shall be conclusively established ascorrect; *provided*, *however*, that if an audit has been initiated, but not concluded, before such twoyear anniversary, a claim may be submitted no later than 10 business days after the conclusion ofsuch audit and the bills and statements rendered shall be conclusively established as correct onlyafter such claim is resolved.     2.4 Retention of Records. Service Providers shall retain all records, books ofaccount, easements, deeds, leases and other land records, and all other documents related to theoperations of Southern for such periods of time as required by Southern or for such longer periodof time as may be prescribed from time to time by the FERC, the Department of Transportation (DOT)or other governmental agencies having jurisdiction, or as may be otherwise required by law or goodbusiness practice. Service Providers shall promptly furnish to Southern such documents retainedpursuant to this Section 2.4 or copies thereof, as Southern may request from time to time.ARTICLE IIIBudgets     Service Providers shall coordinate with Southern in the preparation of operating and capitalbudgets. Except as otherwise provided in this Article III or as Southern may otherwise direct inwriting, the budget approved by Southern and then in effect shall constitute authorization toService Providers to incur the expenditures contained in such budget.
7

 
ARTICLE IVApplications; Reports; and Tax Reimbursements     4.1 Applications and Reports. Subject to prior review and approval by Southern,Service Providers shall prepare and file for Southern: (a) all applications required to be filedwith any governmental agencies for the administration, development, construction and operation ofSouthern and for providing natural gas transportation services; (b) all reports prescribed by theregulatory body or bodies under the jurisdiction of which Southern is at the time operating; (c)all reports and returns required by Federal, state and local taxing authorities (including incomeand franchise taxing authorities); (d) all reports required by any lending institution; and (e) allother filings required by governmental agencies having jurisdiction over Southern or its businessactivities. All such applications and reports shall be prepared using a standard of practiceconsistent with that utilized in other investor-owned gas pipeline projects. In connection withthe preparation and filing of such applications and reports, Service Providers acknowledge andagree that El Paso Noric Investments III, L.L.C. has been designated as the tax matters partner ofSouthern.     4.2 State Income, Franchise or Similar Tax Reimbursements. Southern shall reimburseEPC for its share of any additional state income, franchise or similar tax paid by EPC resultingfrom inclusion of Southern with EPC in a consolidated, combined or unitary state income, franchiseor similar tax return. With respect to any such consolidated, combined or unitary income,franchise or similar tax return, the amount of Southern’s reimbursement to EPC will be equal to thetax that Southern would have paid had Southern not been included on such return. Any reimbursementpayment required under this provision will be made in accordance with the Accounting Procedures.ARTICLE VDefaults     No waiver by any party of any one or more defaults by the other in the performance of anyprovisions of this Agreement shall operate or be construed as a waiver of any future default ordefaults, whether of a like or of a different character. In the event of any dispute under thisAgreement, the affected parties shall, notwithstanding the pendency of such dispute, diligentlyproceed with the performance of this Agreement without prejudice to the rights of the otheraffected party(ies). A default by any party in the performance of any of its covenants orobligations under this Agreement which, except for this provision, would be the legal basis for anaction for breach of contract or termination of this Agreement by another party, shall not give orresult in such a right unless and until (1) the other party shall give to the defaulting partywritten notice of claim of such default and a statement setting forth the nature thereof, and (2)such default is not cured within sixty (60) days of such notice or if such default cannot be curedwithin the sixty (60) day period, the defaulting party does not undertake to cure such defaultpromptly upon receipt of such notice and proceed diligently thereafter.
8

 
ARTICLE VIChange of Service Providers     6.1 Change of Service Providers by Southern. Any Service Provider may be discharged,and its powers, rights and duties as a Service Provider may be terminated at any time upon theelection of Southern, which discharge or termination shall be effective 30 days after writtennotice thereof is delivered by Southern to the applicable Service Provider or upon such other timeas such Service Provider and Southern may mutually agree.     6.2 Surrender of Possession. If any Service Provider for any reason ceases to act assuch, it shall surrender possession of and deliver to Southern all assets of Southern then in theService Provider’s possession, together with all pertinent books of account and records of Southernand all documents and agreements relating thereto.ARTICLE VIIIndemnity, Litigation and Insurance     7.1 Indemnity and Litigation. (a) Southern hereby agrees to indemnify and hold harmless each of the ServiceProviders, its officers, employees, agents and representatives from and against anyand all claims, damages, losses, liabilities and causes of action (to the extent onlythat such claims, damages, losses, liabilities and causes of action (collectively“Losses”) are not satisfied by insurance carried pursuant to Section 7.2 (a) below orotherwise carried by Service Providers) arising out of, in connection with, or as anincident to any act or omission including negligence (but not gross negligence orwillful misconduct) of Service Providers, its officers, employees, agents orrepresentatives.  (b) Each Service Provider hereby agrees to indemnify and hold harmless Southern,its partners, officers, employees, agents and representatives from and against any andall Losses arising out of, in connection with, or as an incident to any act oromission caused by or resulting from the gross negligence or willful misconduct ofsuch Service Provider, its officers, employees, agents or representatives.  (c) Any and all Losses arising out of any of the above acts or omission ofService Providers or Service Providers’ officers, employees, agents orrepresentatives, which are not covered by insurance shall be settled or litigated anddefended by Service Providers in accordance with its best judgment and discretion when(i) the amount involved is $1,000,000.00 or
9

 
   less, (ii) no injunctive or similar relief is sought, (iii) no criminal sanction issought, and (iv) the gross negligence or willful misconduct of a Service Provideris not alleged to have resulted in such Losses; otherwise, such decision shall bemade by Southern, and any settlement or defense thereof shall be controlled bySouthern.     7.2 Insurance. (a) Service Providers shall obtain and maintain in force insurance of the typeand in the amounts specified by Southern. Where customary or allowed by law, Southernshall be an additional named insured on all such policies of insurance.  (b) With respect to any Losses associated with damage, injury or destruction toany of Southern’s property, which property is covered by insurance other thaninsurance provided for in Section 7.2 (a), it is agreed that neither Southern nor anyService Provider shall have any rights of recovery against one another, nor againstthe affiliates of each, nor the insurers of any of them, and their rights of recoveryare mutually waived. All such policies of insurance purchased to cover the assets ofSouthern, or any gas transported therein, shall be endorsed properly to effectuatethis waiver of recovery.     7.3 Request for Instructions. Any Service Provider may request instructions fromSouthern with respect to any matter contemplated by this Agreement and may defer action thereonpending the receipt of such instructions. Each Service Provider shall be fully protected in actingin accordance with the instructions of Southern or in omitting to act pending the receipt of suchinstructions, and shall have no liability for any act in good faith in compliance therewith, or forfailure to act in good faith pending receipt thereof.     7.4 Liability of Service Providers. Notwithstanding anything to the contrary that maybe contained or implied herein, each Service Provider shall be liable to third parties for Lossessustained or incurred as a result of the gross negligence or willful misconduct of that ServiceProvider.ARTICLE VIIIForce Majeure     8.1 Force Majeure. If because of a force majeure event any Party is rendered unable,wholly or in part, to perform its obligations under this Agreement, and if such Party gives noticeof such event within a reasonable period of time and provides full particulars of the event inwriting or by electronic communication (other than telephone), nonperformance of the Party givingsuch notice shall be excused during the continuance of such event and to the extent its performanceis affected by such event. The Party claiming force majeure shall use due diligence to remedy itsnonperformance with all
10

 
reasonable dispatch, including the making of provision for such alternate performance as maybe economical and practical     8.2 Force Majeure Defined. As used herein, force majeure shall mean acts of God,including fires, explosions, earthquakes or volcanic eruptions, storms, floods, washouts andextreme cold or freezing weather; necessity for compliance with any court order, law, regulation orordinance promulgated by any governmental authority having jurisdiction, either federal, Indian,state or local, civil or military; acts of a public enemy; wars and civil disturbances; strikes,lockouts or other industrial disturbances; breakage or accident to machinery or lines of pipe; thenecessity for testing (as required by governmental authority or as deemed necessary for safeoperation by the testing party); inability to obtain necessary materials, supplies, permits, orlabor to perform or comply with any obligation or condition of this Agreement; inability to obtainrights of way; and any other causes that are not reasonably in the control of the party claimingsuspension. It is understood and agreed that the settlement of strikes or lockouts shall beentirely within the discretion of the Party having the difficulty and that the above requirementthat any force majeure shall be remedied with all reasonable dispatch shall not require thesettlement of strikes or lockouts by acceding to the demands of an opposing party when such courseis inadvisable in the discretion of the Party having the difficulty.     8.3 Limitations. No force majeure event affecting the performance by either Partyshall relieve such Party of liability in the event of failure to use due diligence to remedy thesituation and to remove the cause in an adequate manner and with all reasonable dispatch. Norshall such causes or contingencies affecting such performance relieve either Party from itsobligations to make payments as mutually agreed hereunder.ARTICLE IXNotices     Any notice or other communication required or permitted under this Agreement shall be inwriting and shall be deemed to have been duly given upon hand delivery or on the first dayfollowing delivery to a nationally recognized United States overnight courier service, fee prepaid,return receipt or other confirmation of delivery requested, or on the third day following deliveryto the U.S. Postal Service as certified or registered mail, return receipt requested, postageprepaid, if addressed to each Party at the addresses set forth below, and at such other addressesand to such other Persons as may be designated from time to time by either Party by written noticeto the other Party, or when telecopied or sent by facsimile transmission to the respective numbersset forth for each Party below, to be followed within three (3) days by delivery of a written copyof such communication:
11

 
       SOUTHERN NATURAL GAS COMPANY:Mail: Southern Natural Gas Company    P.O. Box 2563  Birmingham, Alabama 35202  Attn:                 Courier: Southern Natural Gas Company  569 Brookwood Village, Suite 501  Birmingham, Alabama 35209  Attn:                 FAX: (205) _____-______     EL PASO CORPORATION:  Mail: El Paso Corporation         Attn:       Courier: El Paso Corporation         Attn:       Fax: (___) _____-______       TENNESSEE GAS PIPELINE COMPANY: Mail: Tennessee Gas Pipeline Company    Attn:       Courier: Tennessee Gas Pipeline Company       Attn:       Fax: (___) _____-______  
12

 
       SNG PIPELINE SERVICES COMPANY, L.L.C.:Mail: SNG Pipeline Services Company, L.L.C.    P.O. Box 2563  Birmingham, Alabama 35202  Attn:                 Courier: SNG Pipeline Services Company, L.L.C.  569 Brookwood Village, Suite 501  Birmingham, Alabama 35209  Attn:                 FAX: (205) _____-______ARTICLE XMiscellaneous     10.1 Applicable Law. This agreement shall be interpreted and construed in accordancewith the laws of the State of Alabama.     10.2 Assignment. No assignment of this Agreement by either Party hereto shall be madewithout the written consent of the other Party hereto; provided that either of such Parties may,without the consent of such other Party, assign all of its rights and obligations hereunder to afinancially and operationally capable affiliate of the assigning Party, or to any company whichshall succeed by purchase, merger, consolidation, or other transfer to substantially all assets ofthe original Party. Such successor shall be entitled to the rights and shall be subject to theobligations of its predecessor under this Agreement. In any event, the Party assigning itsinterest shall not be released, without the consent of the other Party, of its obligations to theother Party, hereunder.     10.3 Successors. Any company which shall succeed by purchase, merger or consolidationto the interests of any Party hereto shall be subject to the obligations of such Party under thisAgreement.     10.4 Laws and Regulatory Bodies. This Agreement, and the rights and obligations ofSouthern and Service Providers hereunder, shall be subject to all valid and applicable laws,orders, directives, rules and regulations of any duly constituted governmental body or officialhaving jurisdiction.     10.5 Modification. This Agreement may not be altered, changed or amended, except by aninstrument in writing, executed by Service Providers and Southern.     10.6 Conflict or Inconsistency with Accounting Procedures. In the event of anyconflict or inconsistency between this Agreement and the Accounting Procedures, this Agreementshall control.
13

 
     10.7 Captions. The titles to each of the various Articles and Paragraphs in thisAgreement are included for convenience or reference only and shall have no effect on, or be deemedas part of the text of, this Agreement.     10.8 Multiple Counterparts. This Agreement may be executed in several counterparts,each of which shall be an original, and all of which, when taken together, shall constitute but oneand the same Agreement.     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe day and year first above written by their duly authorized officers, intending to be legallybound thereby.      SOUTHERN NATURAL GAS COMPANY