Centerpoint Energy Gas Transmission Company

Sixth Revised Volume No. 1

Effective Date: 09/01/2006, Docket: RP06-433-000, Status: Effective

First Revised Sheet No. 789 First Revised Sheet No. 789 : Effective

Superseding: Original Sheet No. 789

AGENCY/ASSET MANAGER AUTHORIZATION AGREEMENT

(Continued)

CEGT shall be entitled to rely on Agent's actions with respect to the Agreement(s).

Shipper agrees to indemnify, defend and hold harmless CEGT from any and all liabilities, losses,

damages, expenses, claims, actions and fines of whatever nature (including, but not limited to,

attorneys' fees and court costs incurred by CEGT, whether related to the collection of any amounts

due under the Agreement(s) or otherwise) resulting from CEGT's reliance on Agent, including, but

not limited to, actions taken by CEGT pursuant to Agent's action or inaction under the

Agreement(s). Shipper shall remain liable to CEGT for all of its obligations as Shipper under the

Agreement(s), and CEGT shall have no duty, liability or responsibility whatsoever to Agent.

In all cases, notices given to Agent shall be deemed given to Shipper.

This Agency/Asset Manager Authorization Agreement may be terminated at any time by Shipper or

Agent and may be terminated by CEGT in the event that Agent fails to perform under this Agreement,

but no such termination shall be effective until the first day of the month following the

expiration of a five (5) day period, after CEGT's receipt of written notice of such termination,

unless otherwise agreed. This Agency/Asset Manager Authorization Agreement shall automatically

terminate upon the effective date of an Agency/Asset Manager Authorization Agreement appointing a

replacement Agent for the Agreement(s).

This Agreement and all modifications to its terms and provisions shall be effected by [written]

[electronic] consent of the parties.

[For Written Agreements: If the foregoing is acceptable, please indicate by having an authorized

officer execute and return to the undersigned by either mail or fax.]

TRANSPORTER:

CENTERPOINT ENERGY GAS TRANSMISSION COMPANY

By:

[('SHIPPER'] [('AGENT')]: [('AGENT')] [('SUB-AGENT')]:

By: By:

Name: Name:

Title: Title:

Date: Date:

[For Electronic Agreements: Upon [CEGT's acceptance of this document] (which shall constitute the

parties' execution of such document) the terms hereof shall become effective.]