Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

Effective Date: 11/01/1993, Docket: RS92- 43-006, Status: Effective

Original Sheet No. 156 Original Sheet No. 156 : Effective

GENERAL TERMS AND CONDITIONS

(Continued)

11. POSSESSION OF GAS AND RESPONSIBILITY

11.1 Control and Possession. As between Customer and MRT,

Customer shall be deemed to be in exclusive control and possession of

the gas prior to the delivery of such gas to MRT at the receipt point(s)

and after the gas has been tendered to or for the account of Customer by

MRT at the delivery point(s). MRT shall be deemed to be in exclusive

control and possession of the gas transported only while it is in MRT's

facilities between the receipt point(s) and delivery point(s).

11.2 Responsibility and Liability. The party deemed to be in

control and possession of the gas to be transported as provided in

Section 11.1 above shall be fully responsible for and shall indemnify

and hold harmless the other party with respect to any and all losses

(except losses of gas resulting from events of force majeure) incurred

due to or resulting from any claims, suits, causes of action,

liabilities or damages arising from or in connection with the first

party's control and possession of the gas (including all court costs and

reasonable attorneys' fees). In the event of force majeure, the owner

of the gas is responsible for any gas losses.

11.3 Limitation of Liability. As between Customer and MRT, it

is understood and agreed that neither party shall be liable in contract

or in tort (excluding actions based on claims of negligence or willful

misconduct) to the other party, or to any other claimant, for special,

indirect, incidental or consequential damages, including without

limitation, lost profits, and, in the case of Customer, any part of the

expenses incurred by Customer in securing alternative services which

exceeds the amount Customer would have paid for services hereunder,

resulting from any performance, nonperformance or delay in performing

its obligations.

11.4 Warranty of Title. Customer warrants that it will have good

title or a current contractual right to acquire title to all gas

delivered, or caused to be delivered, by it to MRT free and clear of all

liens, encumbrances and claims whatsoever. Customer further represents

and warrants that it will pay and satisfy, or make provision for the