Centerpoint Energy Gas Transmission Company

Sixth Revised Volume No. 1

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Effective Date: 05/01/2010, Docket: RP10-567-000, Status: Effective

Third Revised Sheet No. 759 Third Revised Sheet No. 759

Superseding: Second Revised Sheet No. 759




AND ________________________________

[DATED ________________]

(TSA NO.________)


1. This Agreement shall be subject to the provisions of Rate Schedule [NNTS] [FSS] [ISS] [RSS] as well as

the General Terms and Conditions ("GT&C") set forth in Transporter's Tariff, as on file and in effect

from time to time, all of which by this reference are made a part hereof.


2. In accordance with Section 12.2 of the GT&C of Transporter's Tariff, Transporter 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, and as set forth in said

Rate Schedule and in said GT&C of Transporter's Tariff, in accordance with the Natural Gas Act or other

applicable law. Nothing contained in the foregoing provision shall preclude or prevent Shipper from

protesting any such changes or modifications; however, Shipper agrees to pay all rates and charges, and

to comply with all terms and conditions, in effect under the Tariff.


3. Upon Shipper's failure to pay when due all or any part of amounts billed in connection with services

rendered or to comply with the terms of this Agreement, Transporter may terminate this Agreement and/or

suspend service, as appropriate, in accordance with the provisions of Section 14 of the GT&C of

Transporter's Tariff.


4. In accordance with Section 21.1 of the GT&C of Transporter's Tariff, upon termination hereof for

whatever reason, Shipper agrees to stop delivering gas to Transporter for service and, unless otherwise

agreed by Transporter, to seek no further service from Transporter hereunder. Shipper agrees to

cooperate with and assist Transporter in obtaining such regulatory approvals and authorizations, if

any, as are necessary or appropriate in view of such termination and abandonment of service hereunder.


5. Except as otherwise permitted in the Tariff, and in accordance with Section 19 of the GT&C of

Transporter's Tariff, this Agreement shall not be assigned by Shipper in whole or in part, nor shall

Shipper agree to provide services to others by use of any capacity contracted for under the Agreement,

without Transporter's prior written consent. In addition to all other rights and remedies, Transporter

may terminate the Agreement immediately if it is assigned by Shipper or if Shipper subcontracts the

capacity to others contrary to the provisions hereof, whether the assignment or contract be voluntary,

or by operation of law or otherwise. Subject to the above, the respective rights and obligations of

the parties under the Agreement shall extend to and be binding upon their heirs, successors, assigns

and legal representatives. Shipper may request that Transporter consent to Shipper's assignment of

this Agreement to an entity with which Shipper is affiliated subject to the assignee's satisfaction of

the criteria in Section 14 of the GT&C of Transporter's Tariff, in the situation in which, for firm

agreements, after Shipper obtains the Agreement, a corporate reorganization results in a transfer to an

affiliate of the function for which the capacity was obtained. Any person which shall succeed by

purchase, merger or consolidation to the properties, substantially as an entirety, of either party

hereto, shall be entitled to the Rights and shall be subject to the obligations of its predecessor in

title under this Agreement; and either party may assign or pledge this Agreement under the provisions

of any mortgage, deed of trust, indenture, bank credit agreement, assignment or similar instrument

which it has executed or may execute hereafter.


6. In accordance with Section 5.7(e) of the GT&C of Transporter's Tariff, termination of this Agreement

shall not relieve either party of any obligation that might otherwise exist to cash-out or correct any

Imbalance hereunder (including payback of, and/or removal or withdrawal of parked or stored,

quantities) nor relieve Shipper of its obligation to pay any monies due hereunder to Transporter and

any portions of this Agreement necessary to accomplish such purposes shall be deemed to survive for the

time and to the extent required.


7. [If NNTS: In accordance with Sections 2.1 and 2.2 of Rate Schedule NNTS of Transporter's Tariff,

subject to the provisions of the Tariff, any quantity limitations set forth in the Agreement, and other

provisions of this Agreement, Transporter shall receive, transport, store and/or deliver, for the

account of Shipper for the purposes contemplated herein, on a firm basis a quantity of Gas up to the

quantity or quantities specified in the Agreement.]