Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

Effective Date: 11/20/1997, Docket: RP96-199-012, Status: Effective

Sub Second Revised Sheet No. 309 Sub Second Revised Sheet No. 309 : Superseded

Superseding: Second Revised Sheet No. 309

GENERAL TERMS AND CONDITIONS

FOR MASTER CAPACITY RELEASE AGREEMENT

1) Upon termination of this Agreement, Replacement Customer agrees to stop delivering gas to MRT

for transportation hereunder. In addition, upon termination of this Agreement, Customer agrees

that it will thereafter make no further demand for service hereunder and MRT agrees that it will

make no further demand for the continuation of services or any payment related thereto, other than

payments which are due with respect to any services previously provided. Replacement Customer

agrees to cooperate with and assist MRT in obtaining whatever regulatory approvals and

authorizations, if any, as are necessary or appropriate in view of such termination and abandonment

of service hereunder.

2) Termination of this Agreement or any Addendum hereto shall not relieve either party of any

obligation that might otherwise exist to correct any volume imbalance hereunder nor relieve

Replacement Customer of its obligation to pay any monies due hereunder to MRT.

3) In accordance with the terms and conditions of Section 17 of the General Terms and Conditions

of MRT's FERC Gas Tariff, Third Revised Volume No. 1 (General Terms and Conditions), if Replacement

Customer fails to pay within thirty (30) days after payment is due all of the amount of any bill

for service rendered by MRT hereunder, MRT, upon ten (10) days' written notice to Replacement

Customer, may suspend further receipt and/or delivery of gas until such past due amount is paid, or

satisfactory credit arrangements have been made in accordance with Section 5 of the General Terms

and Conditions. If Replacement Customer fails to pay or make satisfactory credit arrangements within

such ten (10) day notice period, MRT, in addition to any other remedy it may have hereunder, may,

upon thirty (30) days' written notice to Replacement Customer, terminate this Agreement and any

Addendums hereto and cease further receipt and/or delivery of gas on behalf of Replacement Customer.

4) This Agreement shall be subject to the provisions of the applicable rate schedule as well as the

General Terms and Conditions set forth in MRT's FERC Gas Tariff, Third Revised Volume No. 1, as on

file and in effect from time to time, and such provisions are incorporated herein by this reference.

5) MRT shall have the right at any time and from time to time to file and place into effect unilateral

changes or modifications in the rates and charges, and other terms and conditions of service

hereunder, as set forth in the applicable rate schedule and in the General Terms and Conditions,

in accordance with the Natural Gas Act or other applicable law.

6) MRT agrees to receive at the Point(s) of Receipt and deliver at the Point(s) of Delivery, on a firm

basis, quantities of natural gas up to the MDQ obtained from the Releasing Customer. The MDQ is

stated in delivered quantities, for which received quantities must be adjusted for fuel usage and

lost or unaccounted for gas as set out in the then-effective, applicable rates and charges under

MRT's Rate Schedules applicable to the Releasing Customer.

7) Secondary Receipt and Secondary Delivery points are available to Replacement Customer pursuant to

the General Terms and Conditions of MRT's FERC Gas Tariff, Third Revised Volume No. 1.

Replacement Customer agrees to pay any additional charges applicable to its utilization of a

Secondary Receipt Point.