Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

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Effective Date: 12/01/2002, Docket: RP03- 51-000, Status: Effective

First Revised Sheet No. 333 First Revised Sheet No. 333 : Effective

Superseding: Original Sheet No. 333

any documents effectively communicated under this Agreement prior thereto shall not be affected.

4.3. Entire Agreement. As and when executed by the Parties, each EDI Exhibit shall be considered

a part of this Agreement. This Agreement, including the Appendix and each EDI Exhibit which are

incorporated herein by this reference, constitutes the complete agreement of the Parties relating

to the matters specified in this Agreement and supersedes 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 upon either Party. 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. No forbearance by any Party to require performance

of any provisions of this Agreement shall constitute or be deemed a waiver of such provision or

the right thereafter to enforce it.

4.4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the

laws of the state of Delaware of the United States of America, excluding any conflict-of-law rules

and principles of that state which would result in reference to the laws or rules of another

jurisdiction.

4.5. Exclusion of Certain Damages. Neither Party shall be liable to the other for any special,

incidental, exemplary, punitive, or consequential damages arising from or as a result of any

delay, omission or error in the electronic transmission, retrieval 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. Any limitation on direct damages to software and hardware

arising from this Agreement shall be set forth in the Appendix.

4.6. Notices. Unless otherwise expressly provided in this Agreement, all notices required or

permitted to be given with respect to this Agreement shall be given by mailing the same postage

prepaid, or given by fax or by courier, to the addressee Party at such Party's address set forth

in the Appendix. Either Party may change its address for the purpose of notice hereunder by

giving the other Party no less than five days prior written notice of such new address in

accordance with the preceding provisions.

4.7. Force Majeure. No Party shall be liable for any failure to perform its obligations

hereunder where such failure results from an 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, retrieving or receiving any Documents, and

which by the exercise of due diligence such Party is unable to prevent or overcome.

4.8. Assignment. This Agreement may not be assigned or transferred by either Party without the

prior written approval of the other Party, which approval shall not be unreasonably withheld;

provided, any assignment or transfer, whether by merger or otherwise, to a Party's affiliate or

successor in interest shall be permitted without prior consent if such party assumes this

Agreement.

Each Party has caused this Agreement to be properly executed in multiple original

counterparts on its behalf effective as of the date first above written.

CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION

BY: __________________________________________________

NAME: _______________________________________________

TITLE: _______________________________________________

COMPANY NAME: _____________________________________

BY: __________________________________________________

NAME: _______________________________________________

TITLE: _______________________________________________