Gulf States Transmission Corporation

Original Volume No. 1

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Effective Date: 08/01/1998, Docket: GT98- 78-000, Status: Effective

First Revised Sheet No. 73 First Revised Sheet No. 73 : Effective

Superseding: Original Sheet No. 73

TRADING PARTNER AGREEMENT

for the Electronic Data Interchange

of Information Over the Public Internet (continued)

Section 4. Miscellaneous.

4.1. Term. This Agreement shall be effective as of the date fully executed by

the parties and shall remain in effect until terminated by either party with

not less than 30 days prior written notice specifying the effective date of

termination; provided, however, that written notice for purposes of this

paragraph shall not include notice provided in an EDI format; further

provided, however, that a termination pursuant to this section shall not

affect the respective obligations or rights of the parties arising under any

Documents or otherwise under this Agreement prior to the effective date of

termination.

4.2. Severability. If any provision of this Agreement is determined to be

invalid or unenforceable, then as of such determination, this Agreement in

its entirety shall be deemed ineffective and unenforceable by the parties.

4.3. Entire Agreement. This Agreement, the Appendix and any duly executed

amendments or exhibits thereto shall constitute the complete agreement of

the parties relating to the matters specified in this Agreement and

supersede all prior representations or agreements, whether oral or written,

with respect to such matters. No oral modification or waiver of any of the

provisions of this agreement shall be binding on either party. No

obligation to enter into any Transaction is to be implied from the execution

or delivery of this Agreement. This Agreement is solely for the benefit of,

and shall be binding solely upon, the parties their agents and their

respective successors and permitted assigns. This Agreement is not

intended to benefit and shall not be for the benefit of any party other

than the parties hereto and no other party shall have any right, claim or

action as a result of this Agreement. There are no third party

beneficiaries to this Agreement.

4.4. Governing Law. This Agreement shall be governed by, interpreted and

enforced in accordance with the laws of the state of Texas, without regard

to its conflicts of laws provisions.

4.5. Force Majeure. No party shall be liable for any failure to perform its

obligations in connection with any Transaction or any Document, where such

failure results from any act of God or other cause beyond such party's

reasonable control (including, without limitation, any mechanical,

electronic or communications failure) which prevents such party from

transmitting or receiving any documents and which, by the exercise of due

diligence, such party is unable to prevent or overcome.

4.6. Exclusion of Damages. Neither party shall be liable to the other for any

special, incidental, exemplary or consequential damages arising from or as a

result of any delay, omission or error in the electronic transmission or

receipt of any Documents pursuant to this Agreement, even if either party

has been advised of the possibility of such damages and REGARDLESS OF FAULT.

Damages are limited to direct damages to software and hardware arising from

this Agreement and shall be set forth in the Appendix.