Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

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Effective Date: 01/19/2005, Docket: RP05-129-000, Status: Effective

Second Revised Sheet No. 268 Second Revised Sheet No. 268 : Effective

Superseding: First Revised Sheet No. 268

Contract #______________________









(g) Rate-Related Provisions:


(i) Consideration for Rate Granted: MRT agrees to the rates specified in this Exhibit B in

exchange for Customer's agreement to forego credits or other benefits to which Customer would

otherwise be entitled under the Agreement, but only to the extent such credits or benefits

would result in a greater economic benefit over the term of this Exhibit B than that

represented by the agreed-upon rate. Accordingly, unless MRT otherwise agrees, Customer will

not receive credits (with the exception of (1) penalty revenue credits provided pursuant to

Section 34 of the General Terms and Conditions of MRT's tariff, and (2) capacity release

credits) from rates, refunds or other revenues collected by MRT or Customer if to do so would

effectively result in a lower rate or greater economic benefit to Customer; provided, however,

that (I) for a Customer taking service under a discount or recourse rate agreement, the rate in

any month shall never be above MRT's applicable maximum tariff rate, and (II) MRT and a

Customer taking service under a Negotiated Rate agreement can agree pursuant to Section 14.2 of

the General Terms and Conditions of MRT's tariff that MRT will retain some or all of the

capacity release credits to the extent those credits exceed the amount of the Customer's

invoiced demand component. If the parties' agreement to the foregoing is determined invalid or

if Customer seeks to obtain credits or benefits inconsistent therewith, unless MRT otherwise

agrees, it will have the right to immediately terminate or modify any provisions of this

Exhibit B that would allow Customer to pay amounts less than the maximum applicable tariff



(ii) Regulatory Authority: This Exhibit B is subject to Section 30 of the GT&C of MRT's tariff.

MRT and Customer hereby acknowledge that this Exhibit B is subject to all valid and applicable

federal and local laws and to the orders, rules and regulations of any constituted federal or

local regulatory body or governmental authority having jurisdiction. Any provision of this

Exhibit B which is determined by any court or regulatory body having jurisdiction to be invalid

or unenforceable will be ineffective to the extent of such determination only, without

invalidating, or otherwise affecting the validity of, the remaining provisions. Except as

otherwise provided in subsection (b) above, unless the parties agree otherwise, if MRT

reasonably determines that a federal or local law, or order, rule or regulation of any

governmental authority having or asserting jurisdiction (1) requires performance by MRT that is

inconsistent with the terms of this Exhibit B, or (2) conditions or prohibits the granting of

selective discounts or other rates specified in paragraph (d) of this Exhibit B, then MRT and

Customer shall promptly take all reasonable actions in good faith to enter into alternative

arrangements that will secure to the maximum extent practicable for each party all of the

benefits of the transaction set out in this Agreement; provided however, that MRT shall not be

required to enter into or continue arrangements that would result in a greater economic

detriment to MRT than existed prior to the regulatory event or change.


(iii) Other Rate-Related Provisions:


Executed by a duly authorized representative of each party hereto, in the space provided below:







By:_________________________________ By:_________________________________

Name:_______________________________ Name:_______________________________

Title:______________________________ Title:______________________________


Date:____________________________ Date:____________________________



[EFFECTIVE_______] [SUPERSEDES EXHIBIT B DATED______________________________]