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									                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
This document contains a compilation of all comments submitted in response to the initial request for comments on Request R050141. The comments are
individually posted as workpapers for the October 11, 2005 subcommittee meeting and are available (in redline format in most cases) for download from the
NAESB website at http://www.naesb.org/wgq/contract.asp. A table of links to the individual comments is shown following this table. Additional comments will
be integrated as they are received.

Organization            Section          Comment                                                                                                                 Outcome
BG LNG Services, LLC    2                Proposed Definition: ―LNG‖ means liquefied Gas.                                                                         Declined by
                        Footnote 43                                                                                                                              Subcommitte
                                                                                                                                                                 e on 2/16/06
BG LNG Services, LLC    2                Proposed Definition: ―LNG Facility‖ means any vessel, storage tank, pipeline or facility used to load, store,           11 – this
                        Footnote 43      transport, unload or revaporize LNG.                                                                                    language
                                                                                                                                                                 was revised
                                                                                                                                                                 during the
                                                                                                                                                                 11/23/05
                                                                                                                                                                 conference
                                                                                                                                                                 call.
                                                                                                                                                                 Revision not
                                                                                                                                                                 shown.
                                                                                                                                                                 Declined by
                                                                                                                                                                 Subcommitte
                                                                                                                                                                 e on 2/16/06
BG LNG Services, LLC    2                Revised Definition: "Transporter(s)" shall mean all Gas gathering or pipeline companies, LNG Facility or local          11 – this
                        Footnotes 47 &   distribution companies, acting in the capacity of a transporter, transporting Gas or LNG for Seller or Buyer            language
                        48               upstream or downstream, respectively, of the Delivery Point, or, in the case of LNG, any LNG Facility providing         was revised
                                         unloading, storage or revaporization services to Seller, in connection with or pursuant to a particular transaction.    during the
                                                                                                                                                                 11/23/05
                                                                                                                                                                 conference
                                                                                                                                                                 call.
                                                                                                                                                                 Revision not
                                                                                                                                                                 shown.
BG LNG Services, LLC    11.2             Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as        11 – it was
                                         acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in   reported on
                                         evacuation of the affected area or require the delay or repositioning of vessels carrying LNG, floods, washouts,        11/07/05 that
                                         explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather       progress was


1
 The WGQ Contracts Subcommittee solicited comments on proposed changes to the NAESB Base Contract before beginning work on Request R05014.
Comments were due on October 7, 2005.


                                                                               1 of 64
                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization              Section     Comment                                                                                                                  Outcome
                                      related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of        being made
                                      wells or lines of pipe or storms that prevent or impede vessels carrying LNG from loading, transporting or               on language
                                      unloading LNG at an LNG Facility; (iii) interruption and/or curtailment of Firm transportation and/or storage by         to include
                                      Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage,           LNG.
                                      insurrections or wars; (v) any collision, grounding, mechanical failure, port closure, loss of vessel, weather related   11 – this
                                      event, act of God, physical event or act of others that impedes the operation of any LNG Facility, and                   language
                                      (vi) governmental actions such as necessity for compliance with any court order, law, statute, ordinance,                was revised
                                      regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller       during the
                                      and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event         11/23/05
                                      or occurrence once it has occurred in order to resume performance.                                                       conference
                                                                                                                                                               call.
                                                                                                                                                               Revision not
                                                                                                                                                               shown.
                                                                                                                                                               Revised
                                                                                                                                                               language
                                                                                                                                                               declined by
                                                                                                                                                               WGQ
                                                                                                                                                               Contracts
                                                                                                                                                               Subcommitte
                                                                                                                                                               e on 2/16/06
Coral Energy Resources,   2, 11.2     NAESB should not rush to amend the Base Contract based upon the views of a small subset of LNG market                    11 – it was
LP and Shell NA LNG                   participants before all market participants can fully consider and comment upon the issues. Before proposing to          reported on
LLC                                   incorporate LNG-related concepts into the NAESB Base Contract, the active participants in the LNG industry               11/07/05 that
                                      should first engage in a collaborative effort to resolve the many difficult issues raised by contract standardization.   progress was
                                      Force majeure language is critical to LNG sourced natural gas agreements. However, it is extremely difficult for         being made
                                      contracting parties to agree on one standard version of force majeure language that will accommodate the                 on language
                                      significant differences in location, weather and size of LNG regasification terminals. In other words, the scope of a    to include
                                      force majeure provision in a downstream purchase and sale agreement such as the NAESB Base Contract should               LNG.
                                      not at this time uniformly extend upstream to the LNG exporting country’s liquefaction facilities or international       See also
                                      shipping routes.                                                                                                         11/23/05
                                      It is premature for NAESB to consider amending its Base Contract to address LNG concerns until the LNG                   conference
                                      community has fully vetted those concerns. We urge the NAESB WGQ Contracts Subcommittee either to table                  call.
                                      any consideration of amending the force majeure provision in the NAESB Base Contract to address LNG or, at a
                                      minimum, to adopt a procedure that will ensure that all LNG market participants, including downstream purchasers
                                      of LNG, can take part in a collaborative effort to reach agreement before NAESB considers changes to its Base
                                      Contract.


American Electric Power   1.2         Revised Language: The parties will use the following Transaction Confirmation procedure. Any Gas purchase and            Declined on




                                                                            2 of 64
                                                     NAESB WGQ Contracts Subcommittee
                                          Compilation of Initial Comments Submitted for Request R05014
                                                            Compiled October 21, 2005
                                                              Revised March 16, 2006
Organization              Section           Comment                                                                                                                  Outcome
                          Footnotes 13      sale transaction may be effectuated in an EDI transmission, telephone conversation or other electronic means of          12/14/05
                          and 16            communication indicating the offer and acceptance constituting the agreement of the parties. The parties shall be
                                            legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction
                                            shall be considered a ―writing‖ and to have been ―signed‖. Notwithstanding the foregoing sentence, the parties
                                            agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other
                                            party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business
                                            Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a
                                            Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its
                                            confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and
                                            authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those
                                            relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point,
                                            period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General
                                            Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such
                                            provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both
                                            parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties. All Transactions
                                            hereunder form a single integrated agreement between the parties and the parties would not otherwise enter into
                                            any Gas purchase and sale transactions.


American Electric Power   1.3               Revised Language: If a sending party's Transaction Confirmation is materially different from the receiving party's       Declined on
                                            understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via       12/14/05
                                            facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has
                          Footnotes 17,     previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the
                          18, 19            sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the
                                            transaction described in the sending party's Transaction Confirmation. If there are any material differences
                                            between timely sent Transaction Confirmations governing the same transaction, then the oral agreement reached
                                            under Section 1.2 shall be controlling and satisfy the statue of frauds. In the event of a conflict among the terms
                                            of (i) a Transaction Confirmation that is signed or passage of the Confirm Deadline without objection from the
                                            receiving party, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where
                                            the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these
                                            General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence


American Electric Power   1.4               Revised Language: The parties agree that each party may electronically record all telephone conversations with           Declined on
                                            respect to this Contract between their respective employees, without any special or further notice to the other party.   12/14/05
                                            Each party shall obtain any necessary consent of its agents and employees to such recording. No party may
                                            knowingly destroy or erase a recording once the possessing party becomes aware of an actual dispute in which the
                                            recording may reasonably be anticipated to be discoverable. Where the parties have selected the Oral Transaction
                                            Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of
                                            telephonic recordings entered into in accordance with the requirements of this Base Contract. However, nothing
                                            herein shall be construed as a waiver of any objection to the admissibility of such evidence.



                                                                                  3 of 64
                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization              Section         Comment                                                                                                                  Outcome


American Electric Power   2               Proposed Definition: ―Affiliate‖ shall mean, in relation to any person, any entity controlled, directly or indirectly,   Accepted on
                                          by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under   2/16/06
                                          common control with the person. For this purpose, ―control‖ of any entity or person means ownership of a
                                          majority of the voting power of the entity or person.


American Electric Power   2               Modified Definition: "Contract" shall mean the legally-binding relationship established by (i) the Base Contract as      Declined on
                          Footnote 34     modified by the Special Provisions, (ii) any and all binding Transaction Confirmations and (iii) where the parties       2/16/06
                                          have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the
                                          parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a
                                          binding Transaction Confirmation.


American Electric Power   2               Proposed Definition: ―Specified Transaction‖ shall mean (a) any transaction (including an agreement with respect
                          Footnote 46     thereto) now existing or hereafter entered into between the parties to this Contract which is a rate swap transaction,
                                          basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
                                          equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
                                          transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option,
                                          agreement for the purchase, sale or transfer of any Commodity or any other commodity trading transaction, or any
                                          similar transaction (including any option with respect to any of these transactions), (b) any combination of these
                                          transactions and (c) any other transaction identified as a Specified Transaction in this Contract or the relevant
                                          Transaction Confirmation. For this purpose, the term ―Commodity‖ means any tangible or intangible commodity
                                          of any type or description (including, without limitation, electric power, electric power capacity, electric
                                          transmission rights, petroleum, coal, emission credits, natural gas, natural gas liquids, and byproducts thereof).


American Electric Power   5               Revised Language: All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of          Declined on
                          Footnote 66     the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu             12/14/05
                                          dry.
                                          5.1       For Gas Purchases Transported under BUYER’s Transportation Agreement
                                                     If the gas purchases hereunder are to be transported to Buyer under the terms of Buyer’s Transportation
                                                     Agreement with Transporter, then the Measurement Provisions of such Transportation Agreement shall
                                                     control and Section 5.2 does not apply.
                                          5.2       For Gas Purchases Transported under SELLER’s Transportation Agreement for deliveries to Buyer’s
                                                    Power Stations
                                                     If measurement of Gas quantities hereunder is to be performed under Seller’s transportation agreement
                                                     with Receiving Transporter, Seller shall be responsible for insuring that such measurement is performed
                                                     in accordance with the Receiving Transporter’s tariff or Statement of Operating Conditions (―SOC‖_)
                                                     on file with the Federal Energy Regulatory Commission (―FERC‖). Said provisions shall be in



                                                                                4 of 64
                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization              Section         Comment                                                                                                                    Outcome
                                                     accordance with the current AGA or other industry standards.
                                                     Seller shall be responsible for providing to Buyer, as requested, supporting documentation acceptable in
                                                     industry practice to support the quantities of Gas delivered to Buyer.


American Electric Power   8.3             Revised Language: Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims             Declined on
                          Footnote 87     including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of       12/14/05
                                          claims of title, personal injury, including any wrongful death action, or property damage from said Gas or other
                                          charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless
                                          from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or
                                          property damage from said Gas or other charges thereon which attach after title passes to Buyer.


American Electric Power   10.1            Revised Language: If either party (―X‖) has reasonable grounds for insecurity regarding the performance of any             10 –highlight
                          Footnote 90     obligation under this Contract (whether or not then due) by the other party (―Y‖) (including, without limitation, the      supported on
                                          occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of                          11/07/05,
                                          Performance. ―Adequate Assurance of Performance‖ shall mean sufficient security in the form, amount and for the            forward to
                                          term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment,      WGQ
                                          a security interest in an asset or other mutually acceptable forms (including the issuer of any such security). Each       Contracts;
                                          party hereby grants to the other a first priority interest in any Adequate Assurance of Performance provided in            other
                                          accordance with this Section 10.1.                                                                                         changes
                                                                                                                                                                     declined;
                                                                                                                                                                     highlight
                                                                                                                                                                     declined by
                                                                                                                                                                     WGQ
                                                                                                                                                                     Contracts on
                                                                                                                                                                     01/24/06;
                                                                                                                                                                     proposal to
                                                                                                                                                                     delete
                                                                                                                                                                     performance
                                                                                                                                                                     bond
                                                                                                                                                                     accepted by
                                                                                                                                                                     WGQ
                                                                                                                                                                     Contracts on
                                                                                                                                                                     01/24/06
American Electric Power   10.2            Revised Language: In the event (each an "Event of Default") either party (the "Defaulting Party") or its guarantor         10 –
                          Footnote 93     shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise   supported on
                                          commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar              11/07/05,
                                          law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise        forward to
                                          become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a             WGQ



                                                                                5 of 64
                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization              Section         Comment                                                                                                                     Outcome
                                          receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it    Contracts;
                                          or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit       declined by
                                          Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section            WGQ
                                          10.1 within 48 hours but at least one Business Day of a written request by the other party; (viii) not have paid any        Contracts on
                                          amount due the other party hereunder on or before the second Business Day following written Notice that such                01/24/06
                                          payment is due; (ix) be in default under any Specified Transaction between the parties; (x) consolidate or
                                          amalgamate with, or merge with or into, or transfer all or substantially all of its assets to, another entity and, at the
                                          time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to
                                          assume all the obligations of such party under this Contract to which it or its predecessor was a party by operation
                                          of law or the resulting, surviving or transferee entity is materially weaker from a credit perspective as determined
                                          by the other party acting in good faith and in a commercially reasonable manner; (xi) experience the occurrence
                                          and continuation of a default, event of default or other similar condition or event in respect of such party or its
                                          guarantor under one or more agreements or instruments, individually or collectively, relating to indebtedness for
                                          borrowed money in an aggregate amount of not less than U.S. Dollars $(amount to be determined), which results
                                          in such indebtedness becoming immediately due and payable; or (xii) with respect to such party’s guarantor, any of
                                          the following: (a) if any representation or warranty made by a guarantor in connection with this Base Contract is
                                          false or misleading in any material respect when made or when deemed made or repeated; b) the failure of a
                                          guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty
                                          made in connection with this Base Contract and such failure shall not be remedied within three (3) Business Days
                                          after written notice; (c) the failure of a guarantor’s guaranty to be in full force and effect for purposes of this Base
                                          Contract (other than in accordance with its terms) prior to the satisfaction of all obligations of such party under
                                          each transaction to which such guaranty shall relate without the written consent of the other party; or (d) a
                                          guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any
                                          guaranty, then the other party (the "Non-Defaulting Party") shall have the right, at its sole election, to immediately
                                          withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions
                                          under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available
                                          hereunder.


American Electric Power   10.3            Revised Language: ―The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing               10 –
                          Footnote 96     between the parties (including, in the case of the Non-Defaulting Party, between its Affiliates and the Defaulting          supported on
                                          Party) under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable        11/07/05,
                                          by one party to the other (the ―Net Settlement Amount‖). At its sole option and without prior notice to the                 forward to
                                          Defaulting Party, the Non-Defaulting Party may set off (i) any Net Settlement Amount owed to the Non-Defaulting             WGQ
                                          Party against any margin or other collateral held by it in connection with any Credit Support Obligation relating to        Contracts;
                                          the Contract; (ii) any Net Settlement Amount payable or owing by the Non-Defaulting Party to the Defaulting                 link to
                                          Party against any amount(s) payable by the Defaulting Party to the Non-Defaulting Party under any other                     Section
                                          agreement or arrangement between the parties regardless of whether such amount(s) are liquidated, are or are not            10.3.2; did
                                          then presently due or are subject to the occurrence of a contingency; (iii) any Net Settlement Amount against any           not accept
                                          amounts due and owing by or owed to the Defaulting Party to or from the Non-Defaulting Party or any of its                  proposed
                                          Affiliates under any other agreements, instruments or undertakings between the Defaulting Party and the Non-                deletion;



                                                                                 6 of 64
                                                    NAESB WGQ Contracts Subcommittee
                                         Compilation of Initial Comments Submitted for Request R05014
                                                           Compiled October 21, 2005
                                                             Revised March 16, 2006
Organization              Section          Comment                                                                                                                     Outcome
                                           Defaulting Party or any of its Affiliates regardless of whether such amount(s) are liquidated, are or are not then          declined by
                                           presently due or are subject to the occurrence of a contingency; and/or (iv) to the extent the Transactions are not         WGQ
                                           yet liquidated, withhold payment of the Net Settlement Amount to the Defaulting Party. The remedy provided for              Contracts on
                                           in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or         01/24/06
                                           other right to which any party is at any time otherwise entitled (whether under this Contract, any other contract or
                                           arrangement between the parties, by operation of law or otherwise)


American Electric Power   10.6             Delete Section                                                                                                              10 –
                          Footnote 104                                                                                                                                 supported on
                                                                                                                                                                       11/07/05,
                                                                                                                                                                       forward to
                                                                                                                                                                       WGQ
                                                                                                                                                                       Contracts;
                                                                                                                                                                       Declined by
                                                                                                                                                                       WGQ
                                                                                                                                                                       Contracts on
                                                                                                                                                                       01/24/06
American Electric Power   11.3             Revised Language: Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent           11 –declined
                                           performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or               on 11/07/05
                                           secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming
                                           excuse failed to remedy the condition and to resume the performance of such covenants or obligations with
                                           reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher
                                           or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more
                                           advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass
                                           through of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or
                                           resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; (v) the loss or failure of
                                           Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2; (vi) interruption of
                                           specific supply or markets at ―pooling points‖ or ―hubs‖ without the hub or pooling operator claiming Force
                                           Majeure. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges.


American Electric Power   14.1             Revised Language: This Contract shall be binding upon and inure to the benefit of the successors, assigns,                  Declined on
                          Footnote 111     personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and             2/16/06
                                           obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or
                                           in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the
                                           assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided,
                                           either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds
                                           hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or
                                           affiliate (such parent or Affiliate being of similar or greater credit quality as compared to the assignor) by
                                           assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer



                                                                                  7 of 64
                                                    NAESB WGQ Contracts Subcommittee
                                         Compilation of Initial Comments Submitted for Request R05014
                                                           Compiled October 21, 2005
                                                             Revised March 16, 2006
Organization              Section          Comment                                                                                                                   Outcome
                                           and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from
                                           any obligations hereunder.


American Electric Power   10               New Section [14.12]: ―If requested by either party, the other party shall deliver (i) within 120 days following the       10 – on
                                           end of each fiscal year, a copy of its (or its guarantor’s) certified financial statements or its (or its guarantor’s)    11/07/05
                                           annual report containing that party’s audited consolidated financial statements for such fiscal year and (ii) within      determined
                                           60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of that party’s (or its      to be
                                           guarantor’s) quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all      considered in
                                           cases the statements shall be for the most recent accounting period and prepared in accordance with generally             section 10
                                           accepted accounting principles, provided, however, that should any such statements not be available on a timely
                                           basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the party
                                           diligently pursues the preparation, certification and delivery of the statements.‖


American Electric Power   14               New Section [14.13]: Any dispute relating to this Agreement shall be resolved by binding, arbitration pursuant to         Withdrawn
                          Footnote 131     the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and all such proceedings shall           by submitter
                                           be subject to the Federal Arbitration Act. A single arbitrator shall be chosen by the Parties, or if they are unable to   on 2/16/06
                                           agree, by AAA:
                                           A.         Arbitration shall be commenced by written notice to the other Party, which notice shall contain the
                                           position of the Party giving the notice (―Initiating Party‖) on matters in dispute. The Party receiving the notice
                                           (―Responding Party‖) shall provide within fifteen (15) business days after receipt of such notice a written response
                                           that contains the Responding Party’s position on the matters in dispute.
                                           B.         The Parties shall select a time and place to conduct the hearing, provided that the hearing shall be
                                           scheduled such that it can be concluded in ninety (90) days of the Responding Party’s deadline to respond to the
                                           Initiating Party, as set forth herein. Discovery and hearing procedures shall be governed by the AAA rules, unless
                                           otherwise agreed in writing by the parties.
                                           C.         The arbitrator shall consider all relevant evidence in making his or her decision. The decision of the
                                           arbitrator shall be binding on the Parties and may be enforced in any court of competent jurisdiction.
                                           D.         Each Party shall bear its own expenses of the arbitration, including without limitation, attorneys’ fees and
                                           expert witness’ costs and expenses, and all other out-of-pocket cost and expenses incurred directly in connection
                                           with the proceedings (―Expenses‖). The fees of the arbitrator and costs of facilities for arbitration shall be borne
                                           equally by the Parties.
                                           E.         The arbitrator is not empowered to award damages in excess of actual damages, or any other types of
                                           damages prohibited by this Agreement, and each Party hereby irrevocably waives any right to recover such
                                           prohibited damages with respect to any dispute resolved by arbitration. Any arbitration under this Agreement shall
                                           be conducted on a confidential basis and not disclosed, including any documents or results which shall be
                                           considered confidential, unless the Parties otherwise agree in writing, or such disclosure is required by law.




                                                                                 8 of 64
                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization          Section           Comment                                                                                                                    Outcome
Cinergy Marketing &   14                The proposed new section [14.13] discussing arbitration submitted by American Electric Power is outside the
Trading (on Scope)    Re: Footnote      scope of the Mission Statement.
                      131
BG LNG (on Scope)     14                Re the proposed new section [14.13] submitted by AEP on arbitration: Arbitration may not be preferred by all
                      Re: Footnote      counterparties.
                      131
Williams Power        10.1              Revised Language: [If a CSA is to be entered into, insert: During the term of this Base Contract, the parties shall        10 – declined
                                        be subject to the terms of the Credit Support Addendum attached hereto as Exhibit B and incorporated herein.] [If          on 11/07/05
                                        no CSA is to be entered into, insert: Intentionally left blank.]


Williams Power        10.2              Revised Language: In the event (each an "Event of Default") either party (the "Defaulting Party") or its guarantor         10 – declined
                                        shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise   on 11/07/05;
                                        commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar              Tabled by
                                        law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise        Contracts
                                        become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a             Subcommitte
                                        receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it   e on
                                        or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit      01/24/06
                                        Support Obligations relating to the Contract; or (vii) not have paid any amount due the other party hereunder on or
                                        before the second Business Day following written Notice that such payment is due; then the other party (the "Non-
                                        Defaulting Party") shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or
                                        payments upon Notice (provided, however, that such right to withhold and/or suspend deliveries or payments shall
                                        be limited to a single ten (10) consecutive day period, unless an Early Termination Date shall have been declared
                                        (in which event suspension of payment and performance may continue until such Early Termination Date)) and/or
                                        to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition
                                        to any and all other remedies available hereunder.


EnCana Marketing      1.2, Oral         Revised Language: The parties will use the following Transaction Confirmation procedure. Any Gas purchase and              Withdrawn/
                      Re: Footnotes     sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance         Declined on
                      14 & 15           constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to               12/14/05
                                        transaction terms and may each rely thereon. Any such transaction shall be considered a ―writing‖ and to have
                                        been ―signed‖. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other
                                        party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile,
                                        EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section
                                        1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate
                                        the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on
                                        any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction
                                        Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e.,



                                                                              9 of 64
                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization        Section           Comment                                                                                                                     Outcome
                                      price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which
                                      modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or
                                      additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section
                                      1.3 but must be expressly agreed to in writing by both parties; provided that the foregoing shall not invalidate any
                                      transaction agreed to by the parties. Notwithstanding the provisions of this Section 1.2, the parties agree that for
                                      transactions having a Delivery Period equal to or less than one (1) Month’s duration, the Confirming Party shall not
                                      be obligated to issue a Transaction Confirmation.


BG LNG (on Scope)   1.2, Oral         We do not feel that this [the proposed change to Section 1.2 (Oral) submitted by EnCana Marketing] is useful to             Footnotes 14
                    Re: Footnotes     the industry and would want all deals confirmed to avoid discrepancies.                                                     and 15
                    14 & 15                                                                                                                                       withdrawn/d
                                                                                                                                                                  eclined on
                                                                                                                                                                  12/14/05
EnCana Marketing    1.3               Revised Language: If a sending party's Transaction Confirmation is materially different from the receiving party's          Declined on
                    Footnote 21       understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via          12/14/05
                                      facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has
                                      previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the
                                      sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the
                                      transaction described in the sending party's Transaction Confirmation. If there are any material differences
                                      between timely sent Transaction Confirmations governing the same transaction, then neither Transaction
                                      Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that
                                      clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of
                                      (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be
                                      evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base
                                      Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall
                                      govern in the priority listed in this sentence. The parties agree that all transactions entered into shall form a single,
                                      integrated agreement between the parties and each transaction shall be merged into the Contract, and that the
                                      parties would not otherwise enter into any transaction.


BG LNG (on Scope)   1.3               The proposed change to Section 1.3 submitted by EnCana Marketing is redundant to the proposed change to
                    Re: Footnote      Section 1.2 submitted by American Electric Power.
                    21
EnCana Marketing    2                 Proposed Definition: ―Costs‖ shall mean all reasonable third party legal, accounting and other professional fees            Declined on
                    Footnote 38       incurred by the Non-Defaulting Party to replace a transaction or in connection with a Terminated Transaction                2/16/06
                                      pursuant to Section 10.3.1.


EnCana Marketing    2                 Proposed Definition: ―Present Value Discount Rate‖ shall mean with respect to any transaction the ―Ask Yield‖               Declined on



                                                                            10 of 64
                                                NAESB WGQ Contracts Subcommittee
                                     Compilation of Initial Comments Submitted for Request R05014
                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization        Section            Comment                                                                                                                  Outcome
                    Footnote 45        interest rate for United States Government Treasury notes as quoted in the ―Treasury Bonds, Notes, and Bills‖            2/16/06
                                       section of the Wall Street Journal most recently published with a term closest to the time remaining in the Delivery
                                       Period, plus 100 basis points.


EnCana Marketing    3.1                Revised Language: Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract              Declined on
                    Footnote 52        Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a     12/14/05
                                       Firm or Interruptible basis, as agreed to by the parties in a transaction. Unless expressly agreed by the parties in
                                       the Transaction Confirmation or otherwise in writing, Seller and Buyer shall nominate Gas with respect to a
                                       transaction so that such Gas will flow at a reasonably consistent rate (to the extent such rate of flow is within the
                                       control of the applicable party) over the course of each Day during the Delivery Period.


EnCana Marketing    6, Buyer Pays      Revised Language: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges           6–
                    Footnote 68        imposed by any government authority (―Taxes‖) on or with respect to the Gas prior to the Delivery Point(s). Buyer        supported on
                                       shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the   11/04/05,
                                       Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder,     forward to
                                       the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to      WGQ
                                       an exemption from any such Taxes or charges shall furnish, upon request, to the other party any necessary                Contracts;
                                       documentation thereof.                                                                                                   Withdrawn
                                                                                                                                                                on 12/14/05

BG LNG (on Scope)   6, Buyer Pays      Re the proposed EnCana revision to Section 6, Buyer Pays: We would prefer that these be sent without our having
                    Re: Footnote       to request them.
                    68
EnCana Marketing    6, Seller Pays     Question: Is this language needed since most parties select ―Buyer Pays at and after Delivery Point‖?                    Declined on
                                                                                                                                                                10/11/05

EnCana Marketing    10.1               Revised Language: If either party (―X‖) has reasonable grounds for insecurity regarding the performance of any           10 – declined
                                       obligation under this Contract (whether or not then due) by the other party (―Y‖) (including, without limitation, the    on 11/07/05
                                       occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of
                                       Performance. ―Adequate Assurance of Performance‖ shall mean sufficient security in the form, amount and for the
                                       term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment,
                                       a security interest in an asset or a performance bond or guaranty (including the issuer of any such security).
                                       Adequate Assurance of Performance in the form of Cash or Letters of Credit shall be deemed to be Posted
                                       Collateral and be subject to the provisions contained in the Credit Support Annex (―CSA‖) attached hereto;
                                       provided, however, such Adequate Assurance of Performance shall not be included in the calculation of Exposure.
                                       [This language applies only when CSA added to NAESB but presented for discussion purposes for possible
                                       inclusion into base agreement]




                                                                            11 of 64
                                              NAESB WGQ Contracts Subcommittee
                                   Compilation of Initial Comments Submitted for Request R05014
                                                     Compiled October 21, 2005
                                                       Revised March 16, 2006
Organization       Section           Comment                                                                                                                  Outcome
EnCana Marketing   10.2              Revised Language: In the event (each an "Event of Default") either party (the "Defaulting Party") shall: (i) make        10 –highlight
                                     an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence,       supported on
                   Footnote 95                                                                                                                                11/07/05,
                                     authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the
                                     protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become           forward to
                                     bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver,        WGQ
                                     provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or        Contracts;
                                     substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit       other
                                     Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section         changes
                                     10.1 within three (3) Business Days of a written request by the other party; or (viii) not have paid any amount due      declined;
                                     the other party hereunder on or before the second Business Day following written Notice that such payment is due;        Highlighted
                                     (ix) fail to perform any of its material obligations pursuant to this Contract not otherwise listed in this Section      proposed
                                     10.2, and such failure is not cured on or before the second Business Day following Notice of such failure; (x) fail to   change
                                     deliver or take the Contract Quantity for a cumulative period of twenty (20) days in a 12 month period and such          withdrawn
                                     failure is unexcused under the provisions of this Contract; or (xi) make any representation or warranty which is         by submitter
                                     proven to have been false or misleading in any material respect at the time when the representation or warranty was      on 01/24/06
                                     given, or deemed repeated; then the other party (the "Non-Defaulting Party") shall have the right, at its sole
                                     election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and
                                     liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all
                                     other remedies available hereunder. Each Event of Default listed in Subsections (i) through (v) inclusive, shall also
                                     be an Event of Default if applicable to a party’s guarantor.


EnCana Marketing   10.3.1, Early     Revised Language: As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and          10 –highlight
                   Term Applies      in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to         supported on
                                     all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on            11/07/05,
                                     and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts          forward to
                                     (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by            WGQ
                                     the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each                Contracts;
                                     Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction          other
                                     at its Market Value, so that each amount equal to the difference between such Market Value and the Contract              changes
                                     Value, as defined below, of such Terminated Transaction(s), adjusted for Costs, shall be due to the Buyer under the      declined
                                     Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the
                                     case; and (y) where appropriate, discount each amount then due under clause (x) above to present value by
                                     applying the Present Value Discount Rate as of the Early Termination Date (to take account of the period between
                                     the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant
                                     Terminated Transactions).
                                     For purposes of this Section 10.3.1, ―Contract Value‖ means the amount of Gas remaining to be delivered or
                                     purchased under a transaction multiplied by the Contract Price, and ―Market Value‖ means the amount of Gas
                                     remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction
                                     at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain
                                     the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement



                                                                          12 of 64
                                        NAESB WGQ Contracts Subcommittee
                             Compilation of Initial Comments Submitted for Request R05014
                                               Compiled October 21, 2005
                                                 Revised March 16, 2006
Organization       Section     Comment                                                                                                                  Outcome
                               prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas
                               trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of
                               the term and differences in transportation costs. A party shall not be required to enter into a replacement
                               transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which
                               parties are not bound as of the Early Termination Date (including but not limited to ―evergreen provisions‖) shall
                               not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option
                               pursuant to which one party has the right to extend the term of a transaction shall be considered in determining
                               Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined
                               by the Non-Defaulting Party by applying the Present Value Discount Rate.


EnCana Marketing   10.3.3      If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is             10 – declined
                               unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as      on 11/07/05
                               applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when
                               the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff
                               pursuant to Section 10.3.2 shall be discounted to net present value by applying the Present Value Discount Rate.


EnCana Marketing   11.2        Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as         11 – declined
                               acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in    on 11/07/05
                               evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to
                               machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as
                               low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of
                               Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial
                               disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance
                               with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a
                               governmental authority having jurisdiction; or (vi) where the Delivery Point is a field processing facility,
                               interruption of firm gathering, processing, treating, compression or similar service; provided that and only to the
                               extent that, any Force Majeure event relied upon under this Section 11.2, directly prevents or restricts delivery by
                               Seller or receipt by Buyer of Gas at the Delivery Point. Seller and Buyer shall make reasonable efforts to avoid the
                               adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume
                               performance.


EnCana Marketing   11          New Section [11.7]: If on any Day Force Majeure partially restrains a party’s ability to perform its Firm                11 – declined
                               obligations for any transaction at a Delivery Point and a party’s ability to perform its Firm obligations to others      on 11/07/05
                               under transactions at the same Delivery Point, then all Firm obligations shall be reduced pro rata without regard to
                               the price paid or received for Gas, prior to the affected party performing under any interruptible purchase or sale
                               arrangement.




                                                                    13 of 64
                                             NAESB WGQ Contracts Subcommittee
                                  Compilation of Initial Comments Submitted for Request R05014
                                                    Compiled October 21, 2005
                                                      Revised March 16, 2006
Organization       Section          Comment                                                                                                                  Outcome
EnCana Marketing   11               New Section [11.8]: Force Majeure shall not (i) require the parties to extend the term of any transaction; (ii)          11 – declined
                                    require parties to make up any quantity of Gas they would otherwise have been obligated to sell or purchase during       on 11/07/05
                                    any period that Force Majeure was validly claimed; or (iii) require Seller to deliver, or Buyer to receive, the Gas at
                                    points other than the Delivery Point.


EnCana Marketing   14.5             Revised Language: The interpretation and performance of this Contract shall be governed by the laws of the               Declined on
                   Footnote 117     jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the      2/16/06
                                    law of another jurisdiction. Each party hereby irrevocably waives any and all rights it has or may acquire in the
                                    future to request a trial by jury in any action or proceedings hereunder.


EnCana Marketing   14               New Section [14.12]: Any original executed Base Contract, Transaction Confirmation, or other related document            Declined on
                   Footnote 127     may be digitally copied and stored on computer tapes and disks (the ―Imaged Agreement‖). The Imaged                      2/16/06
                                    Agreement (once digitally regenerated to paper form), an automated facsimile form, the recordings of telephonic
                                    communications, and all computer records of the foregoing, if introduced as evidence in any judicial, arbitration,
                                    mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the
                                    same conditions as other business records originated and maintained in documentary form and neither party shall
                                    object on the basis that such business records were not originated or maintained in documentary form under any
                                    rule of evidence
EnCana Marketing   14               New Section [14.13]: If a Market Disruption Event has occurred during a Trading Day, then the parties shall
                   Footnote 127     negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price) for the affected
                                    Trading Day, and if the parties have not so agreed on or before the second Business Day following the first Trading
                                    Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined within
                                    the next two (2) following Business Days with each party obtaining in good faith two quotes from a leading dealer
                                    in the relevant market and averaging the four quotes. If either party fails to provide two quotes then the average of
                                    the other party’s two quotes shall determine the Floating Price. "Floating Price" means the price or a portion of
                                    the price agreed to in the transaction as being based upon a specified index. "Market Disruption Event" means,
                                    with respect to an index, any of the following events: (a) the failure of the index to announce or publish
                                    information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent
                                    discontinuation or material suspension of trading in the relevant options contract or commodity on the exchange or
                                    market acting as the index; (c) the temporary or permanent discontinuance or unavailability of the index; (d) the
                                    temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that a material
                                    change in the formula for or the method of determining the Floating Price has occurred. "Trading Day" means a
                                    day in respect of which the relevant price source published the relevant price.


EnCana Marketing   14               New Section [14.15]: The parties agree that this Contract shall supersede and replace all prior agreements between       Declined on
                   Footnote 127     the parties hereto with respect to the purchase and sale of natural gas and that all transactions under any such prior   2/16/06
                                    agreements are, effective as of the Effective Date of this Contract, now governed solely by the terms of this




                                                                         14 of 64
                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization             Section          Comment                                                                                                                   Outcome
                                          Contract and shall be transactions hereunder and a part of the single integrated agreement between the parties.‖


Consolidated Edison of   1.4              Delete the words "validity or". (This would assure that either party is not foreclosed if it believes that a telephonic
NY                       Footnote 28      recording is fraudulent).


Consolidated Edison of   7.2              Require 30 days' notice of changes in electronic payment instructions.                                                    Declined on
NY                       Footnote 75                                                                                                                                12/14/05.
                                                                                                                                                                    See changes
                                                                                                                                                                    in Section
                                                                                                                                                                    9.1.
Consolidated Edison of   11.2             Add reference to "storms or storm warnings, such as hurricanes, which result in evacuation of an entire geographic        Declined on
NY                                        area " to the end of (ii) and delete the similar language from (i). This will make clear that a storm or storm warning    01/10/2006
                                          must affect a reasonably large area.


Consolidated Edison of   11.3             Eliminate force majeure linked to "partial or entire failure of specific wells, including without limitation, well blow   11 – declined
NY                                        outs and well craterings." Given the liquidity of today's market, these should not excuse Sellers'/Suppliers'             on 11/07/05
                                          performance.


Consolidated Edison of   14.1(ii)         Add the following at the end of the sentence: "as long as such entity has provided such guarantees, letters of credit     Declined on
NY                       Footnote 112     or other assurance of its ability to perform as the non-assigning party, in its sole opinion, may require." This will     2/16/06
                                          assure that the non-assigning party is protected where assignments are made to affiliates.


Consolidated Edison of   14.12            Add a section indicating that, during each contract year, LDCs, acting as Buyers, may, on at least two months'
NY                       Footnote 124     notice, permanently reduce their Contract Quantity(s) to reflect loss of sales (due chiefly to state retail access
                                          programs).


Cinergy Marketing &      14.12            The proposed new section discussing reduction in Contract Quantity submitted by Consolidated Edison of NY is
Trading (on Scope)       Re: Footnote     outside the scope of the Mission Statement.
                         130
National Fuel Gas        Cover            Add Language: Other Tax ID Number (Identify):
Distribution             Footnote 3
National Fuel Gas        Cover            Modify Section 1.2 elections for Monthly (or less) and Other; add matching checkboxes under Other.
Distribution             Footnote 5



                                                                                15 of 64
                                                  NAESB WGQ Contracts Subcommittee
                                       Compilation of Initial Comments Submitted for Request R05014
                                                         Compiled October 21, 2005
                                                           Revised March 16, 2006
Organization          Section            Comment                                                                                                               Outcome
National Fuel Gas     Cover              Modify Section 6 elections: Change title to Taxes and Customs; add an election for Transaction Country (U.S.          6–
Distribution          Footnote 9         default).                                                                                                             supported on
                                                                                                                                                               11/04/05,
                                                                                                                                                               forward to
                                                                                                                                                               WGQ
                                                                                                                                                               Contracts
Cinergy Marketing &   Cover              The National Fuel Gas Distribution comment on Section 6 of the Cover Page is outside the scope of the Mission
Trading (on Scope)    Re: Footnote 9     Statement.


National Fuel Gas     2                  Revised Definition: "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction.    Accepted on
Distribution          Footnote 41        All Delivery Points shall be within the Customs territory of the Transaction Country.                                 2/16/06


Cinergy Marketing &   2                  The revised definition for ―Delivery Point(s)‖ submitted by National Fuel Gas Distribution is outside the scope of
Trading (on Scope)    Re: Footnote       the Mission Statement.
                      41
National Fuel Gas     2                  Revised Definition: "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the      Tentatively
Distribution          Footnote 42        parties, specifically relating to the communication of Transaction Confirmations under this Contract, and shall       accepted on
                                         include, but not be limited to, ANSI ASC X.12, Instant Messaging or XML.                                              2/16/06


National Fuel Gas     6                  Change Title: TAXES AND CUSTOMS                                                                                       6–
Distribution          Footnote 67                                                                                                                              supported on
                                                                                                                                                               11/04/05,
                                                                                                                                                               forward to
                                                                                                                                                               WGQ
                                                                                                                                                               Contracts
Cinergy Marketing &   6                  The proposed title change for Section 6 submitted by National Fuel Gas Distribution is outside the scope of the       6 – declined
Trading (on Scope)    Re: Footnote       Mission Statement.                                                                                                    on 11/04/05
                      67
National Fuel Gas     6                  New Section [unnumbered]: Notwithstanding the foregoing, the parties agree that the delivery and transfer of title    6–
Distribution          Footnote 71        of all Gas under this Contract shall take place within the Customs territory of the Transaction Country. Provided,    supported on
                                         however, that in the event Seller took title to the Gas outside the Customs territory of the Transaction County,      11/04/05,
                                         Seller represents and warrants that it is importer of record for all Gas entered and delivered into the Transaction   forward to
                                         Country, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and     WGQ
                                         fees, if any, and all record keeping requirements.                                                                    Contracts




                                                                              16 of 64
                                                  NAESB WGQ Contracts Subcommittee
                                       Compilation of Initial Comments Submitted for Request R05014
                                                         Compiled October 21, 2005
                                                           Revised March 16, 2006
Organization            Section          Comment                                                                                                                   Outcome


Cinergy Marketing &     6                The proposed new section [unnumbered] in Section 6 discussing the Customs territory submitted by National Fuel            6 – declined
Trading (on Scope)      Re: Footnote     Gas Distribution is outside the scope of the Mission Statement.                                                           on 11/04/05
                        71
National Fuel Gas       11.2             Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as          11 -
Distribution                             acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in     supported on
                                         evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to            11/07/05,
                                         machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as       forward to
                                         low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of      WGQ
                                         Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial     Contracts
                                         disturbances, riots, sabotage, acts of terrorism, insurrections or wars; and (v) governmental actions such as
                                         necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law
                                         promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to
                                         avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order
                                         to resume performance.


National Fuel Gas       14.10            Revised Language: Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable          Accepted
Distribution            Footnote 127     to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other      with
                                         party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel,          modification
                                         accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or   on 2/16/06
                                         of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except
                                         (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for
                                         the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent
                                         necessary to comply with a regulatory agency’s routine reporting requirements including gas cost recovery
                                         proceedings or (v) to the extent such information is delivered to such third party for the sole purpose of calculating
                                         a published index. Each party shall notify the other party of any proceeding of which it is aware which may result
                                         in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to
                                         prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation.
                                         Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek
                                         relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept
                                         confidential by the parties hereto for one year from the expiration of the transaction.


Florida Power & Light   1.1              Revised Language: These General Terms and Conditions are intended to facilitate purchase and sale transactions            Declined on
                        Footnote 12      of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party       12/14/05
                                         delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.7. The
                                         parties agree that this Base Contract shall govern all transactions between the parties hereto for the purchase, sale,
                                         delivery or exchange of Gas (sometimes referred to herein as ―Gas Transactions‖), including all outstanding Gas
                                         Transactions between the parties hereto as of the date hereof. This Base Contract will supersede and replace all



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                                                            Revised March 16, 2006
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                                          prior agreements between the parties with respect to Gas Transactions. Unless specifically agreed otherwise in a
                                          Transaction Confirmation, the Base Contract shall apply to all Gas Transactions. For the avoidance of doubt, ―Gas
                                          Transactions‖ as used herein does not refer to transactions for the storage or transportation of Gas.


Florida Power & Light   1.4               Revised Language: The parties agree that each party may electronically record all telephone conversations with             Declined on
                        Footnotes 22,     respect to this Contract between their respective employees, without any special or further notice to the other party.     12/14/05,
                        25, 26, & 29      Each party consents to, and agrees (to the extent required by law) to obtain the consent of its agents and employees       withdrawn in
                                          to the recording of telephone conversations between the parties regarding a proposed or concluded Transaction.             part.
                                          Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties
                                          agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the
                                          requirements of this Base Contract solely under Statute of Fraud laws or laws relating to whether certain
                                          agreements are to be in writing or signed by the party to be thereby bound. However, nothing herein shall be
                                          construed as a waiver of any objection to the admissibility of such evidence.


Florida Power & Light   2                 Revised Definition: "Contract" shall mean the legally-binding relationship established by (i) the Base Contract            Declined on
                        Footnote 35       (including the General Terms and Conditions and the Special Provisions), (ii) any and all binding Transaction              2/16/06
                                          Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base
                                          Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone,
                                          but that have not been confirmed in a binding Transaction Confirmation.


Florida Power & Light   2                 Proposed Definition: "Bankruptcy Event" means, with respect to a party or other entity, that such party or other           Declined on
                                          entity                                                                                                                     3/9/06
                                            (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
                                           (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its
                                                 debts as they become due;
                                          (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors;
                                          (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any
                                                 other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a
                                                 petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition
                                                 instituted or presented against it, such proceeding or petition (a) results in a judgment of insolvency or
                                                 bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (b)
                                                 is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or
                                                 presentation thereof;
                                           (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a
                                                 consolidation, amalgamation or merger);
                                          (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,




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                                          receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
                                    (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution,
                                          attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all
                                          its assets and such secured party maintains possession, or any such process is not dismissed, discharged,
                                          stayed or restrained, in each case within 30 days thereafter;
                                   (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an
                                          analogous effect to any of the events specified in clauses (i) to (vii) (inclusive); or
                                     (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the
                                          foregoing acts.


Florida Power & Light   2           Proposed Definition: "Code" means the United States Bankruptcy Code, 11 U.S.C. Secs. 101-1330, as may be                   Declined on
                                    amended from time to time.                                                                                                 3/9/06
Florida Power & Light   2            Proposed Definition: "Event of Default" means with respect to a party (the "Defaulting Party") any of the                 Declined on
                                     following:                                                                                                                3/9/06
                                       (i) the failure by the Defaulting Party to make, when due, any payment required hereunder if such failure is not
                                           remedied within three Business Days after notice of such failure is given to the Defaulting Party;
                                      (ii) the failure by the Defaulting Party to provide credit support pursuant to Section 10.1 if such failure is not
                                           remedied within one Business Day after notice of such failure is given to the Defaulting Party;
                                     (iii) any representation or warranty made by the Defaulting Party herein shall prove to have been false or
                                           misleading in any material respect when made;
                                     (iv) the breach by the Defaulting Party of any material covenant set forth herein (other than any covenant
                                           otherwise listed as a specific Event of Default in this provision) if such failure is not remedied within 30 days
                                           after notice of such failure is given to the Defaulting Party;
                                      (v) the Defaulting Party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity
                                           of, any transaction or this Base Contract;
                                     (vi) a Bankruptcy Event occurs with respect to the Defaulting Party;
                                    (vii) a Merger Event occurs with respect to the Defaulting Party;
                                   (viii) an event of default occurs (howsoever determined) with respect to the Defaulting Party under any transaction
                                           or agreement between Seller and Buyer under any forward contract, swap agreement or commodity contract,
                                           in each case as defined in the Code, or any indebtedness for borrowed money, and there occurs a liquidation
                                           of, an acceleration of obligations under, or an early termination of, all transactions thereunder or the
                                           agreement;
                                     (ix) the Guarantor of the Defaulting Party fails to perform any covenant set forth in any Guaranty; any
                                           representation or warranty made by the Guarantor in such Guaranty shall prove to have been false or
                                           misleading in any material respect when made; the Guarantor disaffirms, disclaims, repudiates or rejects, in
                                           whole or in part, or challenges the validity of, any such Guaranty; or the Guarantor takes or suffers any



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                                         actions set forth in items (vi) or (vii) above as applied to it;
                                     (x) the issuer of a Letter of Credit provided pursuant to Section 10.1 fails to comply with or perform its
                                         obligations under such Letter of Credit if such failure shall be continuing after the lapse of any applicable
                                         grace period, or disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of,
                                         such Letter of Credit, or takes or suffers any actions set forth in item (vi) above as applied to it, or such Letter
                                         of Credit expires or terminates or fails or ceases to be in full force and effect at any time during the term of
                                         the transactions for which it is issued without having been replaced, or such issuer fails to maintain the
                                         Rating Level without the Letter of Credit having been replaced by another issuer satisfactory to the party
                                         requesting Adequate Assurance of Performance; or
                                    (xi) the Defaulting Party and/or its Guarantor (individually or collectively), defaults under any one or more
                                         agreements or instruments relating to indebtedness for borrowed money or the payment of money under any
                                         forward contract, swap agreement or commodity contract in an amount of not less than the Threshold
                                         Amount which has resulted in such amount becoming, or becoming capable at such time of being declared,
                                         due and payable under the applicable agreement or instrument, before it would otherwise have been due and
                                         payable, or a default (individually or collectively) in making one or more payments on the due date thereof in
                                         an aggregate amount of not less than the Threshold Amount under such agreements or instruments (after
                                         giving effect to any applicable notice requirement or grace period).


Florida Power & Light   2           Proposed Definition: ―Guarantor‖ means a person issuing and liable under a Guaranty.                                         Declined on
                                                                                                                                                                 3/9/06

Florida Power & Light   2           Proposed Definition: ―Guaranty,‖ with respect to a party, means any guaranty supporting such party’s obligations             Declined on
                                    under this Base Contract.                                                                                                    3/9/06


Florida Power & Light   2           Proposed Definition: "Letter of Credit" means a letter of credit in respect of a party's obligations under any transaction   Declined on
                                    in a form, for an amount and from an issuer with a Rating Level as is acceptable to the party requesting Adequate            3/9/06
                                    Assurance of Performance under Section 10.1 in its commercially reasonable discretion.


BG LNG (on Scope)       2           Re proposed definition for ―Letter of Credit‖ submitted by Florida Power & Light: We require that the bank be
                                    rated at least A- by S&P and have total assets of at least $10,000,000,000.


Florida Power & Light   2           Proposed Definition: "Merger Event" means, with respect to a party or other entity, that such party or other entity,         Declined on
                                    consolidates or amalgamates with, or merges into or with, or transfers substantially all of its assets to another entity     3/9/06
                                    and (i) the resulting entity fails to assume all of the obligations of such party or other entity hereunder or (ii) the
                                    benefits of any credit support provided pursuant to Section 10.1 fail to extend to the performance by such resulting,
                                    surviving or transferee entity of its obligations hereunder or (iii) the resulting entity's creditworthiness is materially
                                    weaker than that of such party or other entity immediately prior to such action.



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Florida Power & Light   2               Proposed Definition: "Rating Level" means, with respect to the issuer of a Letter of Credit pursuant to Section           Declined on
                                        10.1, the credit rating of at least "A-" or "A3" assigned to the issuer's unsecured, senior long-term debt or deposit     3/9/06
                                        obligations (not supported by third party credit enhancement) by Standard & Poor's Rating Group and Moody's
                                        Investors Service, Inc., respectively.


Florida Power & Light   2               Proposed Definition: "Threshold Amount" means, in respect of Seller, Buyer, or guarantor of Seller and Buyer, if          Declined on
                                        applicable, an amount equal to three percent of shareholders' equity (howsoever described) as shown on the most           3/9/06
                                        recent annual audited financial statements of the relevant entity.


Florida Power & Light   2               Proposed Definition: "Affiliate" means in relation to any party, any entity controlled, directly or indirectly, by the    Declined on
                                        party, any entity that controls, directly or indirectly, the party or any entity directly or indirectly under common      3/9/06
                                        control with the party and for this purpose control means ownership of a majority of the voting power of such
                                        entity or party.


BG LNG (on Scope)       2               Re proposed definition for ―Affiliate‖ submitted by Florida Power & Light: There are repetitive entries for this
                                        definition.


Florida Power & Light   4.2             Revised Language: The parties shall coordinate their nomination activities, giving sufficient time to meet the            Declined on
                        Footnote 65     deadlines of the affected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to        12/14/05
                                        meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and
                                        purchased each Day. Such notice may be made by any mutually agreeable means, including telephone, facsimile
                                        and e-mail. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser
                                        than the Scheduled Gas, such party shall promptly notify the other party.


Florida Power & Light   6               New Introductory Paragraph: Either party, upon written request of the other, shall provide a certificate of               6 – declined
                                        exemption or other reasonably satisfactory evidence of exemption if either party is exempt from Taxes, and shall          on 11/04/05
                                        use reasonable efforts to obtain and cooperate with obtaining any exemption from or reduction of any Taxes. Each
                                        party agrees to complete, accurately and in a manner reasonably satisfactory to the other party, and to execute,
                                        arrange for any required certification of, and deliver to the other party (or to such government or taxing authority as
                                        the other party reasonably directs), any form or document that may be required or reasonably requested in order to
                                        allow the other party or its guarantor, if any, to make a payment hereunder or under any applicable guaranty, if any,
                                        without any deduction or withholding for or on account of any Taxes or with such deduction or withholding at a
                                        reduced rate, promptly upon request of the other party.




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Florida Power & Light   7.4                Revised Language: If the invoiced party, in good faith, disputes the amount of any such invoice, any adjustment to         Withdrawn
                        Footnote 79        an invoice, or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided,          on 12/14/05
                                           however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in
                                           industry practice to support the amount paid or disputed. In the event the parties are unable to resolve such dispute,
                                           either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section.


Florida Power & Light   7                  New Section [7.8]: Upon request, coincident with execution of this Base Contract, or, thereafter, upon material            Declined on
                        Footnote 83        change of Seller’s legal entity name, status, or payment account information, Seller shall provide Buyer with (i) a        12/14/05
                                           properly completed and executed IRS W9 Form (―Request for Taxpayer Identification Number and Certification‖
                                           as published by the U.S. Internal Revenue Service‖) for purposes of establishing a new payment account, and (ii) a
                                           properly completed and executed FEDI Agreement (example attached as Exhibit B) if electronic payment is
                                           desired.


Florida Power & Light   10.2               Delete Section                                                                                                             10 – declined
                                                                                                                                                                      on 11/07/05

Florida Power & Light   10.3.2 Setoffs     Revised Language: Upon the designation of an Early Termination Date the non-defaulting party (the "Non-                    10 – declined
                        Apply              Defaulting Party" or "X") may, at its option and in its discretion, setoff, against any amounts Owed to the                on 11/07/05
                                           Defaulting Party ("Y") by X or any Affiliate of X under this Base Contract or under any other agreement,
                                           instrument and/or undertaking, any amounts Owed by Y to X or any of X's Affiliates (irrespective of the place of
                                           payment or booking office of the obligation) under this Base Contract or under any other agreement, instrument
                                           and/or undertaking (the "Net Settlement Amount"). The obligations of Y and X under this Base Contract in respect
                                           of such Net Settlement Amount shall be deemed satisfied and discharged to the extent of any such setoff exercised
                                           by X and/or X's Affiliates. X will give Y notice of any setoff effected under this Section as soon as practicable
                                           after the setoff is effected provided that failure to give such notice shall not affect the validity of the setoff. For
                                           purposes of this Section, "Owed" shall mean any amounts owed or otherwise accrued and payable (regardless of
                                           whether such amounts have been or could be invoiced) as of the Early Termination Date. Amounts subject to the
                                           setoff permitted in this Section may be converted by X into any currency in which any obligation Owed is
                                           denominated at the rate of exchange at which X, acting in a reasonable manner and in good faith, would be able to
                                           purchase the relevant amount of the currency being converted. If an obligation is unascertained, X may in good
                                           faith estimate that obligation and setoff on the basis of such estimate, subject to the relevant party accounting to the
                                           other when the obligation is ascertained. Nothing in this Section shall be effective to create a charge or other
                                           security interest except as may be provided under applicable law. This setoff provision shall be without limitation
                                           and in addition to any right of setoff, netting, offset, combination of accounts, counterclaim, recoupment, lien or
                                           other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
                                           Each of the parties represents and acknowledges that the rights set forth in this Section are an integral part of this
                                           Base Contract between the parties and that without such rights the parties would not be willing to enter into the
                                           Base Contract. Each of the parties further acknowledges that it is entering into the Base Contract on behalf of itself
                                           as principal and, with respect to this Section, as agent on behalf of its Affiliates, which Affiliates shall receive the



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                                                           Revised March 16, 2006
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                                         benefits of this Section and otherwise be bound as if such Affiliates had directly been parties to the Base Contract
                                         as it relates to this Section.


Florida Power & Light   11.2             Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as          10 – declined
                                         acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in     on 11/07/05
                                         evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to
                                         machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as
                                         low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of
                                         Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial
                                         disturbances, riots, terrorism, sabotage, insurrections or wars; and (v) governmental actions such as necessity for
                                         compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated
                                         by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the
                                         adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume
                                         performance.


Florida Power & Light   14.1             Revised Language: This Contract shall be binding upon and inure to the benefit of the successors, assigns,                Declined on
                        Footnote 113     personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and           2/16/06
                                         obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or
                                         in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the
                                         assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided,
                                         either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds
                                         hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or
                                         affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such
                                         assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or
                                         discharged from any obligations hereunder and any Guaranty of the transferor’s obligations hereunder or other
                                         credit support arrangement supporting the transferor provided pursuant to Section 10.1 continues to extend to the
                                         performance of any such permitted assignee.


Florida Power & Light   14.5             Delete Section


Florida Power & Light   14               New Section [14.5]: This Base Contract, all transactions and Transaction Confirmations and the rights and duties          Declined on
                        Footnote 118     of the parties arising therefrom shall be governed by, interpreted and construed in accordance with the laws of the       2/16/06
                                         State of New York (without reference to choice of law doctrine). With respect to any suit, action or proceedings
                                         relating to the foregoing ("Proceedings") each party irrevocably submits to the non-exclusive jurisdiction of the
                                         federal and state courts located in the County of New York, State of New York, waives any objection which it may
                                         have to the laying of venue of any Proceedings brought in any such court, and waives any claim that any such
                                         Proceedings have been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY




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                                         WAIVES AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING
                                         OUT OF OR RELATING TO THIS BASE CONTRACT OR ANY TRANSACTION AND
                                         ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER
                                         PARTY'S ENTERING INTO THIS BASE CONTRACT.


Florida Power & Light   14               New Section [14.12]: Each of the parties hereby represents and warrants (which representations and warranties               Declined on
                        Footnote 128     will be deemed to be repeated by each party on each date on which a transaction is entered into):                           2/16/06
                                           (i) that it is entering into this Base Contract and each transaction as principal and not as agent for any other
                                                party;
                                          (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Base Contract
                                                and each transaction, including, without limitation, the provision of credit support pursuant to Section 10.1;
                                         (iii) the execution, delivery and performance of this Base Contract and each transaction, including, without
                                                limitation, the provision of credit support pursuant to Section 10.1, are within its powers, have been duly
                                                authorized by all necessary action, and do not violate any of the terms and conditions in its governing
                                                documents, any contracts to which it is a party or any law or regulation applicable to it;
                                         (iv) this Base Contract and each transaction when entered into in accordance with this Base Contract constitutes
                                                its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any
                                                equitable defenses;
                                          (v) with respect to each transaction, it has the ability to make or take delivery of the Gas and has entered into
                                                such transaction with the intention to do so;
                                         (vi) it is a "forward contract merchant" and each transaction hereunder shall constitute a "forward contract" (other
                                                than transactions hereunder with a maturity of two days or less), in each case within the meaning of the
                                                Code; and
                                         there is not pending or, to its knowledge, threatened against it or its Guarantor, if any, any action, suit or
                                         proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator
                                         that is likely to affect the legality, validity or enforceability of this Base Contract, any transaction, or any guaranty
                                         or other credit support arrangement provided pursuant to Section 10.1, or the ability to perform the obligations
                                         thereunder.


Florida Power & Light   14               New Section [14.13]: Each party shall have the right to apply to a court to enjoin any breach of this agreement.            Declined on
                        Footnote 128     Excepting the right of a party to seek such relief, all claims and matters in question arising out of this Base             2/16/06
                                         Contract or the relationship between the parties created by this Base Contract, whether sounding in contract, tort or
                                         otherwise, shall be resolved by binding, self administered arbitration pursuant to the Commercial Arbitration Rules
                                         of the American Arbitration Association ("AAA"), and all such proceedings shall be subject to the Federal
                                         Arbitration Act. There shall be three arbitrators. Each party shall designate an arbitrator, who need not be neutral,
                                         within 30 days of the notification of a party's intent to proceed with arbitration. The two arbitrators so designated
                                         shall elect a third arbitrator. If either party fails to designate an arbitrator within the time specified or the two



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                                         parties' arbitrators fail to designate a third arbitrator within 30 days of their appointment, the remaining arbitrator(s)
                                         shall be appointed by the AAA. Each party shall pay for the expenses incurred by its designated arbitrator and the
                                         costs of the third, neutral arbitrator shall be divided between the parties. Only damages allowed pursuant to this
                                         agreement may be awarded and arbitrators shall have no authority to award punitive or exemplary damages, the
                                         parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in
                                         litigation. The arbitration shall take place in New York, New York.


Cinergy Marketing &     14               The proposed new section [14.13] discussing arbitration submitted by Florida Power & Light is outside the scope
Trading (on Scope)      Re: Footnote     of the Mission Statement.
                        134
Florida Power & Light   Misc.            Proposed New Addendum: ADDENDUM #1: SAMPLE GAS NOTIFICATION & CONTACT LIST (not
                                         provided in redlined format)


Florida Power & Light   Misc.            Proposed New Exhibit: EXHIBIT B - FINANCIAL ELECTRONIC DATA INTERCHANGE AGREEMENT
                                         [―FEDI Agreement‖] (not provided in redlined format)


Florida Power & Light   Confirmation     Proposed Revised Exhibit: EXHIBIT A: TRANSACTION CONFIRMATION (not provided in redlined format)


Florida Power & Light   Cover            Proposed Revised Cover Page: ALTERNATIVE COVER PAGE to NAESB Standard 6.3.1 (no redlines)


LOUIS DREYFUS           1.3              Revised Language: If a sending party's Transaction Confirmation is materially different from the receiving party's           Declined on
ENERGY SERVICES         Footnote 20      understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via           12/14/05
L.P.                                     facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has
                                         previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the
                                         sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the
                                         transaction described in the sending party's Transaction Confirmation. If there are any material differences
                                         between timely sent Transaction Confirmations governing the same transaction, then neither Transaction
                                         Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that
                                         clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of
                                         (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be
                                         evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base
                                         Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall
                                         govern in the priority listed in this sentence, absent a party’s assertion, whether before or after the Confirm
                                         Deadline, of manifest error in the Contract Price, Contract Quantity, Performance Obligation, Delivery Point(s),
                                         Delivery Period, and/or transportation conditions as set forth in a Transaction Confirmation, in which case the




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                                                        Revised March 16, 2006
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                                      terms of the Transaction Confirmation shall not have priority over the other terms.


LOUIS DREYFUS       1.4               Revised Language: The parties agree that each party may electronically record all telephone conversations with           Declined on
ENERGY SERVICES     Footnotes 23,     respect to this Contract between their respective employees, without any special or further notice to the other party.   12/14/05
L.P.                24, & 30          Each party shall obtain, to the extent required by law, any consent of its agents and employees to such recording.
                                      Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties
                                      agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the
                                      requirements of this Base Contract. However, nothing herein shall be construed as a waiver of any objection to the
                                      admissibility of such evidence. Each party shall be entitled to receive from the other party, upon reasonable
                                      request, an accurate duplicate of the telephonic recording(s) made by the other party, if any, associated with a
                                      disputed transaction.


LOUIS DREYFUS       2                 Proposed Definition: ―Affiliate(s)‖ shall mean with respect to any party, any entity controlled, directly or             Declined on
ENERGY SERVICES     Footnote 32       indirectly, by such party or its guarantor and, for this definition, ―control‖ of any entity or party means ownership    2/16/06
L.P.                                  of a majority of the issued shares or voting power of such entity or party, or a majority interest in a partnership or
                                      control in fact of the entity or party.


LOUIS DREYFUS       2                 Proposed Definition: ―Collateral‖ means any or all of the following: (i) cash, (ii) letter(s) of credit, (iii) a         Declined on
ENERGY SERVICES     Footnote 33       prepayment, (iv) a bank guarantee, or (v) other good and sufficient security of a continuing nature acceptable to the    2/16/06
L.P.                                  receiving party. In the case of letter(s) of credit or bank guarantees, such Collateral shall be in a format and from
                                      an issuer acceptable at all times to the receiving party


LOUIS DREYFUS       2                 Revised Definition: "Contract" shall mean the legally-binding relationship established by (i) the Base Contract, (ii)    Accepted on
ENERGY SERVICES     Footnote 36       any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction             2/16/06 with
L.P.                                  Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an    note to
                                      EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of         further
                                      which shall form a single integrated agreement between the parties.                                                      discuss
                                                                                                                                                               integrated
                                                                                                                                                               agreement
                                                                                                                                                               issue
BG LNG (on Scope)   2                 Re proposed revision to definition of ―Contract‖ submitted by Louis Dreyfus: This comment is redundant to
                    Re: Footnote      comments submitted by EnCana Marketing on Section 1.3 and American Electric Power on Section 1.2. This is
                    36                probably where the language should be.


LOUIS DREYFUS       2                 Proposed Definition: ―Costs‖ shall mean all out-of-pocket expenses incurred by the Non-Defaulting Party as a             Declined on
ENERGY SERVICES                       result of termination and liquidation of transactions pursuant to Section 10, including, without limitation,             2/16/06



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                                     Compilation of Initial Comments Submitted for Request R05014
                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization          Section          Comment                                                                                                                          Outcome
L.P.                  Footnote 37      reasonable legal fees and costs, brokerage fees, commissions and expenses incurred in obtaining, maintaining,
                                       replacing or liquidating hedges or trading positions relating to the transactions being terminated.


LOUIS DREYFUS         2                Revised Definition: "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure            Declined on
ENERGY SERVICES       Footnote 39      to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially               2/16/06
L.P.                                   reasonable efforts to (i) if Buyer is the performing party, obtain Gas, or (ii) if Seller is the performing party, sell
                                       Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the
                                       amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or
                                       Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the
                                       nonperforming party.


LOUIS DREYFUS         2                Proposed Definition: ―Credit Support Agreement‖ shall mean any Collateral provided by a party’s credit support                   Declined on
ENERGY SERVICES       Footnote 40      provider (e.g. a guarantor or a letter of credit provider) or any agreement which is entered into between the parties            2/16/06
L.P.                                   pursuant to which Collateral is provided or is required to be provided to a party (e.g. a margin or security
                                       agreement).


Cinergy Marketing &   2                The proposed definition for ―Credit Support Agreement‖ submitted by Louis Dreyfus is outside the scope of the
Trading (on Scope)    Re: Footnote     Mission Statement.
                      40
LOUIS DREYFUS         2                Proposed Definition: ―Present Value Discount Rate‖ shall mean the arithmetic average of the ―Ask Yield‖ interest                 Declined on
ENERGY SERVICES       Footnote 44      rates for United States Government Treasury notes as quoted in the ―Treasury Bonds, Notes, and Bills‖ section of                 2/16/06
L.P.                                   the Wall Street Journal most recently published with a term closest to the time remaining in the Delivery Period,
                                       plus 100 basis points.


LOUIS DREYFUS         3.1              Revised Language: For each transaction, Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the         Declined on
ENERGY SERVICES       Footnotes 50 &   Contract Quantity for that particular transaction in accordance with the terms of the Contract. Sales and purchases will be on   12/14/05
L.P.                  51               a Firm or Interruptible basis, as agreed to by the parties in a transaction.


LOUIS DREYFUS         3                New Section [3.5]: Notwithstanding anything to the contrary in this Contract (including, without limitation,                     Declined on
ENERGY SERVICES                        anything in Section 11 of this Contract), in the event (i) a transaction has a Firm performance obligation, and (ii)             10/11/05
L.P.                                   Seller is unable to sell and deliver the Contract Quantity for such transaction as a result of an event of Force
                                       Majeure or Buyer is unable to purchase and receive the Contract Quantity for such transaction as a result of an
                                       event of Force Majeure, and (iii) the Delivery Period for such transaction is at least one calendar month, and (iv)
                                       the Contract Price is a Fixed Price (as defined below), then (a) if the FOM Price (as defined below) is above the
                                       Fixed Price, Seller shall pay Buyer for each MMBtu of gas not delivered and/or received the difference between
                                       the FOM Price and the Fixed Price, or (b) if the FOM Price is below the Fixed Price, Buyer shall pay Seller for



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                                                 NAESB WGQ Contracts Subcommittee
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                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization          Section           Comment                                                                                                                  Outcome
                                        each MMBtu of gas not delivered and/or received the difference between the Fixed Price and the FOM Price.
                                        ―Fixed Price‖ means, a Contract Price for a transaction that is expressed as a flat dollar amount (Fixed Price
                                        includes prices that were converted from an index-based price to a flat dollar amount upon the mutual agreement of
                                        the parties or as a result of a party exercising a price option that resulted in a maximum price or a minimum price).
                                        ―FOM Price‖ means the price per MMBtu, stated in the same currency as the transaction subject to such Force
                                        Majeure event, for the first of the month delivery, as published in the first issue of a publication commonly-
                                        accepted by the natural gas industry (selected by the Seller in a commercially reasonable manner) for the calendar
                                        month of such Force Majeure event for the geographic location closest in proximity to the Delivery Point(s) for the
                                        relevant Day adjusted for the basis differential between the Delivery Point(s) and such published geographic
                                        location determined by the Seller in a commercially reasonable manner.


Cinergy Marketing &   3                 The proposed new section [3.5] submitted by Louis Dreyfus is within the scope of the Mission Statement and
Trading (on Scope)                      should be put back on the table for further discussion.


LOUIS DREYFUS         6, Buyer Pays     Revised Language: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges           6–
ENERGY SERVICES                         imposed by any government authority (―Taxes‖) on or with respect to the Gas prior to the Delivery Point(s). Buyer        supported on
L.P.                                    shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the   11/04/05,
                                        Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder,     forward to
                                        the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to      WGQ
                                        an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.           Contracts;
                                        Notwithstanding anything to the contrary herein, Buyer shall also pay or cause to be paid any tax levied by the state    Declined on
                                        or any other governmental subdivision for the consumption or use of Gas purchased under this Contract if Gas is          12/14/05
                                        consumed or otherwise used by Buyer or its consumers.


BG LNG (on Scope)     6, Buyer Pays     Re proposed revision to Section 6 submitted by Louis Dreyfus: This comment is duplicative of an ISDA
                                        compilation comment.


LOUIS DREYFUS         7.3               Revised Language: A performing party may accelerate the payment owed by a non-performing party related to a              Declined on
ENERGY SERVICES       Footnote 78       non-performance pursuant to Section 3 by sending to the non-performing party an invoice (an ―Accelerated                 12/14/05
L.P.                                    Payment Invoice‖) for the amounts due it under Section 3, setting forth the calculation thereof and a statement that
                                        pursuant to this Section 7.3 such amount is due in five Business Days. If the performing party does not deliver an
                                        Accelerated Payment Invoice, amounts payable pursuant to Section 3 shall be invoiced and payable in accordance
                                        with Sections 7.1 and 7.2. The non-performing party must pay the Accelerated Payment Invoice when due and the
                                        non-performing party: (i) shall not be entitled to net amounts owed to it under the Contract by the performing party
                                        against its obligations to make payment on an Accelerated Payment Invoice; and (ii) shall pay the amount of the
                                        Accelerated payment Invoice it concedes to be correct and will deliver Collateral to the performing party in an
                                        amount equal to the portion of the Accelerated Payment Invoice it has withheld pending resolution of the dispute.




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                                                    Compiled October 21, 2005
                                                      Revised March 16, 2006
Organization      Section           Comment                                                                                                                    Outcome


LOUIS DREYFUS     8.3               Revised Language: Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims             Declined on
ENERGY SERVICES   Footnotes 86 &    including reasonable attorneys' fees and costs of court ("Claims"), arising from or out of claims of title, personal       12/14/05
L.P.              88                injury or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer
                                    agrees to indemnify Seller and save it harmless from all Claims, arising from or out of claims regarding payment,
                                    personal injury or property damage from said Gas or other charges thereon which attach after title passes to Buyer.


LOUIS DREYFUS     10.2              Revised Language: In the event (each an "Event of Default") either party (the "Defaulting Party") or its guarantor         10 – declined
ENERGY SERVICES                     shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise   on 11/07/05
L.P.                                commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar
                                    law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise
                                    become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a
                                    receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it
                                    or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit
                                    Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section
                                    10.1 or deliver Collateral under a Credit Support Agreement within 48 hours but at least one Business Day of a
                                    written request by the other party; (viii) not have paid any amount due the other party hereunder on or before the
                                    second Business Day following written Notice that such payment is due; then the other party (the "Non-Defaulting
                                    Party") shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or payments
                                    upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in
                                    Section 10.3, in addition to any and all other remedies available hereunder, (ix) the failure to perform any material
                                    obligation under the Contract (other than obligations which are specifically covered in this definition as a separate
                                    Event of Default or covered under Section 3.2), if not remedied within two (2) Business Days after receiving
                                    Notice thereof; or (x) with respect to a party or a party’s guarantor, consolidate or amalgamate with, or merge into
                                    or with, or transfer substantially all of its assets to another entity and, at the time of such consolidation,
                                    amalgamation, merger or transfer, (a) the resulting entity fails to assume all of the obligations of such party or
                                    guarantor hereunder, (b) the benefits of any credit support provided under this Contract or any Credit Support
                                    Agreement fail to extend to the performance by such resulting, surviving or transferee entity of its obligations
                                    hereunder, or (c) the resulting entity’s creditworthiness is materially weaker than that of such party or guarantor
                                    immediately prior to such action.


LOUIS DREYFUS     10.3.1, Apply     Revised Language: As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and            10 –highlight
ENERGY SERVICES                     in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to           supported on
                  Footnote 97                                                                                                                                  11/07/05,
L.P.                                all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on
                                    and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts            forward to
                                    (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by              WGQ
                                    the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each                  Contracts;
                                    Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction            other
                                    at its Market Value, so that each amount equal to the difference between such Market Value and the Contract                changes



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                                              NAESB WGQ Contracts Subcommittee
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                                                     Compiled October 21, 2005
                                                       Revised March 16, 2006
Organization      Section            Comment                                                                                                                  Outcome
                                     Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated                declined;
                                     Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y)    highlight
                                     where appropriate, discount each amount then due under clause (x) above to present value using the Present Value         declined by
                                     Discount Rate as of the Early Termination Date (to take account of the period between the date of liquidation and        WGQ
                                     the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).           Contracts on
                                     For purposes of this Section 10.3.1, ―Contract Value‖ means the amount of Gas remaining to be delivered or               01/24/06
                                     purchased under a transaction multiplied by the Contract Price, and ―Market Value‖ means the amount of Gas
                                     remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction
                                     at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain
                                     the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement
                                     prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas
                                     trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of
                                     the term and differences in transportation costs. A party shall not be required to enter into a replacement
                                     transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which
                                     parties are not bound as of the Early Termination Date (including but not limited to ―evergreen provisions‖) shall
                                     not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option
                                     pursuant to which one party has the right to extend the term of a transaction shall be considered in determining
                                     Contract Values and Market Values. The rate of interest used in calculating net present value shall be the Present
                                     Value Discount Rate. The Non-Defaulting Party shall also aggregate the Costs which it incurs in liquidating and
                                     accelerating each Terminated Transaction, or otherwise settling obligations arising from the liquidation and
                                     termination of each Terminated Transaction, and such Costs shall be due to the Non-Defaulting Party.


LOUIS DREYFUS     10.3.2, Setoff     Revised Language: The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing             10 –
ENERGY SERVICES   Apply              between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated       supported on
L.P.                                 amount payable by one party to the other (the ―Net Settlement Amount‖). At its sole option and without prior             11/07/05,
                                     Notice to the Defaulting Party, the Non-Defaulting Party may setoff (i) any Net Settlement Amount owed to the            forward to
                                     Non-Defaulting Party against any margin or other collateral held by it in connection with any Credit Support             WGQ
                                     Obligation relating to the Contract; or (ii) any Net Settlement Amount payable to the Defaulting Party against any       Contracts;
                                     amount(s) payable by the Defaulting Party to the Non-Defaulting Party under any other agreement or arrangement           highlight
                                     between the parties. The Non-Defaulting Party shall also be entitled to take any or all of the following actions: (i)    declined by
                                     draw on or apply any Collateral to satisfy the obligations of the Defaulting Party to the Non-Defaulting Party with      WGQ
                                     respect to the Net Settlement Amount; (ii) exercise all rights and remedies available to a secured party under the       Contracts on
                                     personal property legislation of any applicable jurisdiction; and (iii) liquidate, free from any claim or right of the   01/24/06
                                     Defaulting Party, any Collateral, and apply the proceeds thereof to the obligations of the Defaulting Party to the
                                     Non-Defaulting Party with respect to the Net Settlement Amount, in such manner as it sees fit in its sole discretion.


LOUIS DREYFUS     10.3.3             Revised Language: If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section     10 – declined
ENERGY SERVICES                      10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or       on 11/07/05
L.P.                                 setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting



                                                                          30 of 64
                                                NAESB WGQ Contracts Subcommittee
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                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization          Section          Comment                                                                                                                  Outcome
                                       Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or
                                       setoff pursuant to Section 10.3.2 shall be discounted to net present value using the Present Value Discount Rate.


LOUIS DREYFUS         10               New Section [10.8]: If the parties execute a Credit Support Agreement it shall be incorporated into and made a           10 –
ENERGY SERVICES       Footnote 99      part of these Special Provisions.                                                                                        supported on
L.P.                                                                                                                                                            11/07/05,
                                                                                                                                                                forward to
                                                                                                                                                                WGQ
                                                                                                                                                                Contracts;
                                                                                                                                                                Declined by
                                                                                                                                                                WGQ
                                                                                                                                                                Contracts
                                                                                                                                                                Subcommitte
                                                                                                                                                                e on
                                                                                                                                                                01/24/06
LOUIS DREYFUS         10               New Section [10.9]: This Section 10.9 shall apply where a party (―X‖) has delivered and is maintaining Collateral        10 –
ENERGY SERVICES       Footnote 99      with the other party (―Y‖) and the parties have not entered into a Credit Support Agreement or other agreement           supported on
L.P.                                   governing the obligation to deliver and maintain Collateral. Upon Notice to Y specifying the Collateral to be            11/07/05,
                                       returned, (i) if X has unperformed obligations to Y under the Contract, X may, on any Business Day, transfer to or       forward to
                                       establish for the benefit of Y substitute Collateral for that being held by Y and, if an Event of Default or Early       WGQ
                                       Termination Date has not occurred with respect to X, Y shall return to X or release the Collateral specified in X’s      Contracts;
                                       Notice not later than the Business Day following the date on which Y receives the substitute Collateral or, (ii) if X    Declined by
                                       has no outstanding obligations to Y under the Contract, Y shall return to X or release the Collateral specified in X’s   WGQ
                                       Notice not later than the second Business Day following the date of X’s Notice.                                          Contracts on
                                                                                                                                                                01/24/06

Cinergy Marketing &   10               The proposed new section [10.9] submitted by Louis Dreyfus is outside the scope of the Mission Statement.                10 – declined
Trading (on Scope)    Re: Footnote                                                                                                                              on 11/07/05
                      105
LOUIS DREYFUS         11.2             Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as         11 – declined
ENERGY SERVICES                        acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in    on 11/07/05
L.P.                                   evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to
                                       machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as
                                       low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of
                                       Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial
                                       disturbances, riots, sabotage, terrorism, insurrections or wars; and (v) governmental actions such as necessity for
                                       compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated
                                       by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the
                                       adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume



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                                                   Compiled October 21, 2005
                                                     Revised March 16, 2006
Organization      Section          Comment                                                                                                                      Outcome
                                   performance.


LOUIS DREYFUS     11.3             Revised Language: Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent            11 – declined
ENERGY SERVICES                    performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or                on 11/07/05
L.P.                               secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed, and, then, only to the
                                   extent of such curtailment on the affected pipeline segment; (ii) the party claiming excuse failed to remedy the
                                   condition and to resume the performance of such covenants or obligations with reasonable dispatch; or
                                   (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous
                                   price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the
                                   Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this
                                   Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except,
                                   in either case, as provided in Section 11.2; (v) the loss or failure of Seller’s gas supply or depletion of reserves,
                                   except, in either case, as provided in Section 11.2; or (vi) failure of specific, individual wells or appurtenant
                                   facilities in the absence of a Force Majeure event broadly affecting other wells in the same geographic area. The
                                   party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges.


LOUIS DREYFUS     12               Revised Language: This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until               Accepted on
ENERGY SERVICES   Footnote 109     the expiration of the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6,      01/10/2006
L.P.                               Section 10, Section 13, Section 14.10, the obligations to make payment hereunder, the obligation of either party to          except for
                                   indemnify the other pursuant hereto, the waiver of jury trial provision (if applicable), and the arbitration provision       inclusion of
                                   (if applicable), shall survive the termination of the Base Contract or any transaction                                       Section
                                                                                                                                                                14.10 in the
                                                                                                                                                                language
LOUIS DREYFUS     14.1             Revised Language: This Contract shall be binding upon and inure to the benefit of the successors, assigns,                   Declined on
ENERGY SERVICES   Footnote 110     personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and              2/16/06
L.P.              and 114          obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or
                                   in part, will be made without the prior written consent of the non-assigning party, which consent will not be
                                   unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this
                                   Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial
                                   arrangements, or (ii) transfer or assign this Contract to any Affiliate, person or entity succeeding to all or
                                   substantially all of the transferring party’s assets without the prior approval of the other party if (A) the transferring
                                   party or its guarantor, if any, agree in writing to remain liable for the obligations of the transferee or (B) the
                                   creditworthiness of the transferee is equal to or better than that of the transferring party or its guarantor, if any,
                                   immediately preceding such transfer and the transferee agrees in writing to be bound by this Contract, and (C) in
                                   the case of either (A) or (B) the transfer has no adverse tax consequences to the non-assigning party.


LOUIS DREYFUS     14.3             Revised Language: Waiver of any breach of this Contract by a party shall not be effective unless it is in writing,           Declined on
ENERGY SERVICES



                                                                         32 of 64
                                             NAESB WGQ Contracts Subcommittee
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                                                    Compiled October 21, 2005
                                                      Revised March 16, 2006
Organization      Section           Comment                                                                                                                     Outcome
L.P.              Footnote 115      and any such waiver shall not constitute a waiver of any other or subsequent breach.                                        2/16/06


LOUIS DREYFUS     14.5              Revised Language: The interpretation and performance of this Contract shall be governed by the laws of the                  Declined on
ENERGY SERVICES   Footnote 118      jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the         2/16/06
L.P.                                law of another jurisdiction. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
                                    APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                                    PROCEEDINGS RELATING TO THESE SPECIAL PROVISIONS, THE BASE CONTRACT OR ANY
                                    TRANSACTION THEREUNDER


LOUIS DREYFUS     14.10             Revised Language: Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable            Declined on
ENERGY SERVICES   Footnotes 119     to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other        2/16/06
L.P.              & 123             party the terms of any transaction to a third party (other than the employees, Affiliates, lenders, royalty owners,
                                    counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s
                                    assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms
                                    confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the
                                    extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, or
                                    (iv) to the extent such information is delivered to such third party for the sole purpose of calculating a published
                                    index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure
                                    of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the
                                    disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13,
                                    the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with
                                    this confidentiality obligation, except that any damages shall be limited to direct damages. The terms of any
                                    transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the
                                    transaction.

                                    In the event that disclosure is required by a governmental body or applicable law, the party subject to such
                                    requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the
                                    other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with
                                    the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the
                                    expense of the other party.


LOUIS DREYFUS     14                New Section [14.12]: Market Disruption. The following provisions shall apply to transactions where the Contract             Declined on
ENERGY SERVICES   Footnote 126      Price for a transaction is determined by reference to a third-party information source or where the Spot Price is           3/9/06
L.P.                                applied:
                                    14.12.1 If a Market Disruption Event (as defined below) occurs during the Determination Period (as defined
                                    below), the Floating Price (as defined below) for the affected Trading Day(s) (as defined below) shall be
                                    determined by averaging the Floating Prices published for the Trading Days immediately preceding and
                                    immediately following the Market Disruption Event; provided, however, that if the Floating Price is not so


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                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization          Section             Comment                                                                                                                       Outcome
                                          determined within three Business Days after the first Trading Day on which the Market Disruption Event occurred
                                          or existed, then the parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a
                                          Floating Price), and if the parties have not so agreed on or before the fifth Business Day following the first Trading
                                          Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good
                                          faith by LDES by taking the average of two or more dealer quotes. ―Market Disruption Event‖ means, with respect
                                          to any Price Source (as defined below), any of the following events (the existence of which shall be determined in
                                          good faith by LDES): (i) the failure of the Price Source to announce or publish information necessary for
                                          determining the Floating Price; (ii) the failure of trading to commence or the permanent discontinuation or material
                                          suspension of trading in the relevant options contract or commodity on the Exchange (as defined below) or in the
                                          market specified for determining a Floating Price; (iii) the temporary or permanent discontinuance or unavailability
                                          of the Price Source; (iv) the temporary or permanent closing of any Exchange specified for determining a Floating
                                          Price; or (v) a material change in the formula for or the method of determining the Floating Price. ―Price Source‖
                                          means, in respect of a transaction, the publication (or such other origin of reference, including an Exchange)
                                          containing (or reporting) the specified price (or prices from which the specified price is calculated) in the relevant
                                          transaction. ―Floating Price‖ means the Contract Price specified in a transaction that is based upon a Price Source.
                                          ―Exchange‖ means, in respect of a transaction, the exchange or principal trading market specified in the relevant
                                          transaction. ―Determination Period‖ means each calendar Month a part or all of which is within the Delivery
                                          Period of a transaction. ―Trading Day‖ means a day in respect of which the relevant Price Source published the
                                          Floating Price.
                                          14.12.2 For purposes of determining the relevant prices for any day, if the price published or announced on a given
                                          day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or
                                          announced by the person responsible for that publication or announcement, either party may notify the other party
                                          of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If a party gives Notice
                                          that an amount is so payable, the party that originally either received or retained such amount will, not later than
                                          two Business Days after the effectiveness of that Notice, pay, subject to any applicable conditions precedent, to the
                                          other party that amount, together with interest at the rate established in Section 7.5 for the period from and
                                          including the day on which payment originally was (or was not) made to but excluding the day of payment of the
                                          refund or payment resulting from that correction.
Cinergy Marketing &   Cover               Modify: Split the cover page so contact information is on page 1, elections are on page 2; Categories the Parties as
Trading               Footnotes 2 &       Party A & B; add the following information for each party: Website, State of Organization, Company Type,
                      4                   Business Type, Parent Company, Guarantor.


Cinergy Marketing &   Cover               Modify: For the elections 1) delete elections for section 6; 2) add ACH or Wire Transfer under section 7.2; 3)                Adequate
Trading               Footnotes 6, 7,     revise the selections in section 10.3.2 to read ―Bilateral Setoff Applies (default)‖ and ―Triangular Setoff Applies‖;         Assurance
                      &8                  4) add elections for Section 10, Adequate Assurance Triggers with the following selections ―Credit Elections Do               Triggers
                                          Not Apply (default)‖ and ―Credit Elections Apply as elected below: Credit Event Upon Merger, Ratings                          declined on
                                          Downgrade Event, Other Event (as specified in Special Provisions); and 5) add elections for Section 10, Additional            01/24/06
                                          Events of Default with the following selections ―Indebtedness Cross Default, Party A, Party B‖ or Transactional
                                          Cross Default.‖



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                                                NAESB WGQ Contracts Subcommittee
                                     Compilation of Initial Comments Submitted for Request R05014
                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization          Section          Comment                                                                                                                   Outcome


Cinergy Marketing &   1.1              Revised Language: These General Terms and Conditions are intended to facilitate purchase and sale transactions            Declined on
Trading               Footnote 11      of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party       12/14/05
                                       delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.7. This
                                       Base Contract and all transactions hereunder (whether or not evidenced by an executed Transaction Confirmation)
                                       shall constitute a single, integrated agreement.


Cinergy Marketing &   2                Proposed Definition: ―Affiliate‖ shall mean in relation to any party, any entity controlled, directly or indirectly, by   Declined on
Trading               Footnote 49      the party; any entity that controls, directly or indirectly, the party; or any entity directly or indirectly under        3/9/06
                                       common control of the party. For this purpose, ―control‖ of any entity or party means ownership of a majority of
                                       the voting power of the entity or party. (NTD: This definition shall be applicable only if the Triangular Setoff
                                       Option is selected on the Cover Sheet.)


BG LNG (on Scope)     2                Re proposed definition for ―Affiliate‖ submitted by Cinergy: There are repetitive entries for this definition.
                      Re: Footnote
                      49
Cinergy Marketing &   2                Proposed Definition: Specified Transaction(s) shall mean any obligation of a party to this Contract or its Guarantor      Accepted on
Trading               Footnote 49      incurred under any other agreement(s) between the parties to this Contract, or instrument(s) or undertaking(s)            3/9/06
                                       issued or executed by one party to, or in favor of, the other party. (NTD: This definition would be applicable only
                                       if Transactional Cross Default is selected on the Cover Sheet.)


BG LNG (on Scope)     2                Re proposed definition for ―Specified Transaction‖ submitted by Cinergy: There are repetitive entries for this
                      Re: Footnote     definition.
                      49
BG LNG (on Scope)     2                Re proposed definitions submitted by Cinergy (general comment): Don’t agree with all the Events of Default and
                      Re: Footnote     their timelines.
                      49
Cinergy Marketing &   2                Proposed Definition: ―Credit Rating‖ shall mean the rating assigned by Standard and Poor’s Corporation (―S&P‖)            Declined on
Trading               Footnote 49      or its successor and by Moody’s Investor Services, Inc. (―Moody’s‖) or its successor to the long-term senior,             3/9/06
                                       unsecured debt for a party or its Guarantor, as applicable. (NTD: This definition would be applicable only if the
                                       relevant election is made on the Cover Sheet.)


Cinergy Marketing &   2                Proposed Definition: ―Guarantor‖ shall mean any entity that has provided a guaranty of the obligations of a party         Accepted on
Trading               Footnote 49      hereunder.                                                                                                                3/9/06



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                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization          Section         Comment                                                                                                                 Outcome
Cinergy Marketing &   2               Proposed Definition: ―Investment Grade‖ shall mean a credit rating of (i) BBB- or above as assigned by S&P or its       Declined on
Trading               Footnote 49     successor and (ii) Baa3 or above as assigned by Moody’s or its successor. (NTD: This definition would be                3/9/06
                                      applicable only if the relevant election is made on the Cover Sheet.)
Cinergy Marketing &   2               Proposed Definition: ―Ratings Downgrade Event‖ shall mean with respect to a party, the failure of it or its             Declined on
Trading               Footnote 49     Guarantor, as applicable, to maintain its Credit Rating at Investment Grade. (NTD: This definition would be             3/9/06
                                      applicable only if the relevant election is made on the Cover Sheet.)


Cinergy Marketing &   2               Proposed Definition: ―Credit Event Upon Merger‖ shall mean that a party or its Guarantor has consolidated with          Declined
Trading               Footnote 49     or amalgamated with, or merged with, or transferred all or substantially all of its assets to, another entity or        3/9/06
                                      effectuated a liquidating dividend, leveraged buyout, other similarly highly-leveraged transaction, redemption of
                                      indebtedness, or stock buyback or similar call on equity and, at the time of such consolidation, amalgamation,
                                      merger or transfer, the resulting, surviving, or transferee entity fails to assume all the obligations of such party
                                      under this Contract or any credit support document to which it or its predecessor was a party by operation of law;
                                      or the benefits of any credit support document fail to extend to the performance of the resulting, surviving, or
                                      transferee entity of its obligations under this Contract; or the resulting, surviving, or transferee entity is weaker
                                      from a credit perspective as determined by the other party acting in a commercially reasonable manner. (NTD:
                                      This definition would be applicable only if the relevant election is made on the Cover Sheet.)


Cinergy Marketing &   2               Proposed Definition: ―Adequate Assurance Trigger‖ shall mean Credit Event Upon Merger, Ratings Downgrade                Declined
Trading               Footnote 49     Event, or Other Event, each as and if selected by the parties pursuant to the Cover Sheet.                              3/9/06


Cinergy Marketing &   2               Proposed Definition: ―Additional Event of Default‖ shall mean Transactional Cross Default or Indebtedness Cross         Accepted on
Trading               Footnote 49     Default, each as and if selected by the parties pursuant to the Cover Sheet.                                            3/9/06


Cinergy Marketing &   2               Proposed Definition: ―Transactional Cross Default‖ shall mean with respect to a party, that it or its Guarantor shall   Accepted on
Trading               Footnote 49     be in default, however therein defined, under any Specified Transaction. (NTD: This definition would be                 3/9/06
                                      applicable only if the relevant election is made on the Cover Sheet.)


Cinergy Marketing &   2               Proposed Definition: ―Indebtedness Cross Default‖ shall mean with respect to a party, that it or its Guarantor          Accepted on
Trading               Footnote 49     experiences a default, or similar condition or event however therein defined, under one or more agreements or           3/9/06
                                      instruments, individually or collectively, relating to indebtedness (such indebtedness to include any obligation
                                      whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or
                                      repayment of any money in an aggregate amount greater than the threshold specified on the Cover Sheet with
                                      respect to such party or its Guarantor, if any, which results in such indebtedness becoming, or becoming capable at
                                      such time of being declared, immediately due and payable. (NTD: This definition would be applicable only if the




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                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization          Section         Comment                                                                                                                     Outcome
                                      relevant election is made on the Cover Sheet.)


Cinergy Marketing &   3               New Section [3.5]: Notwithstanding anything to the contrary in the Contract, in the event (i) a transaction has a           Declined on
Trading                               Firm performance obligation and Seller or Buyer is unable to sell and deliver or buy and receive, as applicable, on         10/11/05
                                      any Day the Contract Quantity for such transaction as a result of an event of Force Majeure; and (ii) the Delivery
                                      Period for such transaction is at least one calendar Month; and (iii) the Contract Price is a Fixed Price (as defined
                                      below), then (a) if the FOM Price (as defined below) is above the Fixed Price, Seller shall pay Buyer for each
                                      MMBtu of Gas not delivered and/or received, the difference between the FOM Price and the Fixed Price, or (b) if
                                      the FOM Price is below the Fixed Price, Buyer shall pay Seller for each MMBtu of Gas not delivered and/or
                                      received, the difference between the Fixed Price and the FOM Price. ―Fixed Price‖ means a Contract Price for a
                                      transaction that is expressed as a flat dollar amount (Fixed Price includes prices that were converted from an index-
                                      based price to a flat dollar amount upon the mutual agreement of the parties or as a result of a party exercising a
                                      price option that resulted in a maximum price or a minimum price). ―FOM Price‖ means the price per MMBtu for
                                      the first of the Month of delivery, as published in the first issue of a publication commonly accepted by the natural
                                      gas industry (selected by the Seller is a commercially reasonable manner) for the calendar Month of such Force
                                      Majeure event for the geographic region location closest in proximity to the Delivery Point(s) for the relevant Day
                                      adjusted for the basis differential between the Delivery Point(s) and such published geographic location determined
                                      by the Seller in a commercially reasonable manner.


Cinergy Marketing &   3               The proposed new section [3.5] submitted by Cinergy Marketing & Trading is within the scope of the Mission
Trading (on Scope)                    Statement and should be put back on the table for further discussion.


Cinergy Marketing &   6               Deleted Seller Pays option                                                                                                  Declined on
Trading                                                                                                                                                           10/11/05

Cinergy Marketing &   10.1            Revised Language: If either party (―X‖) has reasonable grounds for insecurity regarding the performance of any              10 –
Trading               Footnote 91     obligation under this Contract (whether or not then due) by the other party (―Y‖) (including, without limitation, the       highlight
                                      occurrence of either a material change in the creditworthiness of Y or the occurrence of an Adequate Assurance              supported on
                                      Trigger with respect to Y), X may demand Adequate Assurance of Performance. ―Adequate Assurance of                          11/07/05,
                                      Performance‖ shall mean sufficient security in the form, amount and for the term reasonably acceptable to X,                forward to
                                      including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or a   WGQ
                                      performance bond or guaranty (including the issuer of any such security). Y hereby grants to X a continuing first           Contracts;
                                      priority security interest in, lien on, and right of setoff against all Adequate Assurance of Performance (other than       other
                                      letters of credit) transferred by Y to X pursuant to this Section 10.1. Upon the return by X to Y of such Adequate          changes
                                      Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of                    declined;
                                      Performance shall be released automatically and, to the extent possible, without any further action by either party.        Accepted
                                                                                                                                                                  with
                                                                                                                                                                  modification




                                                                            37 of 64
                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization          Section           Comment                                                                                                                    Outcome
                                                                                                                                                                   by WGQ
                                                                                                                                                                   Contracts on
                                                                                                                                                                   01/24/06
Cinergy Marketing &   10.2              Revised Language: In the event (each an "Event of Default") either party (the "Defaulting Party") or its Guarantor         10 –
Trading               Footnote 92 &     shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise   supported on
                      94                commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar              11/07/05,
                                        law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise        forward to
                                        become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a             WGQ
                                        receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it   Contracts;
                                        or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit      Unresolved/
                                        Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section           Tabled by
                                        10.1 within 48 hours but at least one Business Day of a written request by the other party; (viii) not have paid any       WGQ
                                        amount due the other party hereunder on or before the second Business Day following written Notice that such               Contracts on
                                        payment is due; or (ix) be the affected party with respect to any Additional Event of Default; then the other party        01/24/06
                                        (the "Non-Defaulting Party") shall have the right, at its sole election, to immediately withhold and/or suspend
                                        deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the
                                        manner provided in Section 10.3, in addition to any and all other remedies available hereunder.


Cinergy Marketing &   10.3.2            The parties have selected either “Bilateral Setoff Applies” or “Triangular Setoff Applies” as indicated on                 10 –
Trading               Footnote 99       the Base Contract.                                                                                                         supported on
                                        Bilateral Setoff Applies:                                                                                                  11/07/05,
                                                                                                                                                                   forward to
                                        10.3.2 The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the              WGQ
                                        parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount              Contracts;
                                        payable by one party to the other (the ―Net Settlement Amount‖). At its sole option and without prior Notice to the        Accepted by
                                        Defaulting Party, the Non-Defaulting Party may setoff (i) any amount owed to the Non-Defaulting Party against              WGQ
                                        any margin or other collateral held by it in connection with any credit support provided by the Defaulting Party to        Contracts on
                                        the Non-Defaulting Party; or (ii) any amount owed to the Defaulting Party by the Non-Defaulting Party against any          01/24/06
                                        margin or other collateral held by the Defaulting Party in connection with any credit support provided by the Non-
                                        Defaulting Party to the Defaulting Party; or (iii) any amount payable by the Non-Defaulting Party to the Defaulting
                                        Party against any amount payable by the Defaulting Party to the Non-Defaulting Party under any other agreement
                                        or arrangement (whether or not then due and whether subject to any contingency) between the parties. The amount
                                        resulting under any setoff pursuant to subsections (i), (ii), or (iii) above shall be referred to as the ―Final Payment
                                        Amount‖.
                                        Triangular Setoff Applies:
                                        10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the
                                        parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount
                                        payable by one party to the other (the ―Net Settlement Amount‖). At its sole option and without prior Notice to the
                                        Defaulting Party, the Non-Defaulting Party may further setoff (i) any amount owed to the Non-Defaulting Party or




                                                                              38 of 64
                                                  NAESB WGQ Contracts Subcommittee
                                       Compilation of Initial Comments Submitted for Request R05014
                                                         Compiled October 21, 2005
                                                           Revised March 16, 2006
Organization          Section            Comment                                                                                                                    Outcome
                                         its Affiliates against any margin or other collateral held by it or its Affiliates in connection with any credit support
                                         provided by the Defaulting Party to the Non-Defaulting Party or its Affiliates; or (ii) any amount owed to the
                                         Defaulting Party by the Non-Defaulting Party or its Affiliates against any margin or other collateral held by the
                                         Defaulting Party in connection with any credit support provided by the Non-Defaulting Party or its Affiliates to the
                                         Defaulting Party; or (iii) any amount payable by the Non-Defaulting Party or its Affiliates to the Defaulting Party
                                         against any amount payable by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other
                                         agreement or arrangement (whether or not then due and whether subject to any contingency). The amount
                                         resulting under any setoff pursuant to subsections (i), (ii), or (iii) above shall be referred to as the ―Final Payment
                                         Amount‖.


Cinergy Marketing &   10.4               Revised Language: As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to         10 –
Trading               Footnotes 100-     the Defaulting Party of the Net Settlement Amount or Final Payment Amount, as applicable, and whether the Net              supported on
                      103                Settlement Amount or Final Payment Amount, as applicable, is due to or due from the Non-Defaulting Party. The              11/07/05,
                                         Notice shall include a written statement explaining in reasonable detail the calculation of such amount, provided          forward to
                                         that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any    WGQ
                                         claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount or Final Payment                 Contracts;
                                         Amount, as applicable, shall be paid by the close of business on the second Business Day following such Notice,            Accepted for
                                         which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net                 further
                                         Settlement Amount or Final Payment Amount, as applicable, shall accrue from the date due until the date of                 discussion
                                         payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates"        by WGQ
                                         by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.               Contracts on
                                                                                                                                                                    01/24/06

Cinergy Marketing &   14.10              Revised Language: Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable
Trading                                  to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other
                                         party the terms of any transaction to a third party, credit rating agencies (other than the employees, lenders, royalty
                                         owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a
                                         party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms
                                         confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the
                                         extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, or
                                         (iv) to the extent such information (including the name of the other party) is delivered to such third party for the
                                         sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it
                                         is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use
                                         reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this
                                         confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in
                                         equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction
                                         hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction.
                                         In the event that disclosure is required by a governmental body or applicable law, the party subject to such
                                         requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the
                                         other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with



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                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization          Section           Comment                                                                                                                  Outcome
                                        the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the
                                        expense of the other party.


Cinergy Marketing &   14                New Section [14.12]: If the specific published index or posting which is a component of the Contract Price (the          Withdrawn
Trading               Footnotes 126     ―Index Component‖) is not published or posted for any reason for a relevant date or period necessary for the             by submitter
                      & 128             determination of the Contract Price, then Buyer and Seller shall promptly negotiate in good faith in order to select a   on 2/16/06
                                        mutually agreeable substitute published index, posting, price, or pricing formula that reflects the value of Gas of
                                        similar quality and quantity in the geographical region in which the Delivery Point is located. If the parties have
                                        not agreed on a replacement published index, posting, price, or pricing formula within three (3) Business Days of
                                        the date the Index Component was not published or posted, then the replacement Contract Price per MMBtu shall
                                        be equal to the average of the results of the price quotes, with each party to obtain one quote, from a recognized
                                        marketer or broker of Gas transactions, for prices of Gas of a similar quality and quantity in the geographical
                                        region in which the Delivery Point is located. Such marketer or broker quotes may be expressed as a formula if the
                                        Index Component is not expected to be published or posted for more than one Month. The Parties shall use good
                                        faith efforts to obtain such marketer or broker quotes and calculate the replacement Contract Price within five (5)
                                        Business Days of the date the Index Component was not published or posted. The last Contract Price that was
                                        determined based on the Index Component will be paid for Gas delivered and received hereunder until the
                                        replacement Contract Price is determined and will be adjusted retroactively to the initial interruption in the
                                        publishing or posting of the Index Component once the replacement Contract Price is determined.
                                        If, however, the Index Component is published or posted late for the relevant date or period, but prior to the
                                        determination of a replacement Contract Price (whether determined by mutual agreement or by quotes), then the
                                        Index Component published or posted late shall be used in determining the Contract Price for the relevant date or
                                        period. If the Index Component is subsequently published or posted for a future relevant date or period, the parties
                                        shall resume using the Index Component in determining the Contract Price attributable to such subsequent dates or
                                        periods.


Cinergy Marketing &   14                New Section [14.13]: With respect to each Firm transaction with a Contract Price which includes an Index                 Declined on
Trading                                 Component, on or before noon on the final day of trading of the NYMEX natural gas futures contract for any               10/11/05
                                        Month, either party (the ―Requesting Party‖) shall have the right to request, by telephone, that a fixed price (―Fixed
                                        Price‖) or a price based on a NYMEX posting for the natural gas futures contract for the Month (the ―NYMEX
                                        Component‖), plus or minus a basis differential (the ―Basis Component‖) (the price calculated as the sum of the
                                        NYMEX Component and the Basis Component is referred to herein as the ―NYMEX Price‖), be established for a
                                        monthly quantity of Gas (in increments of 10,000 MMBtu’s per Month or more), not to exceed the total quantity
                                        for such Month under such transaction. Upon such request, the other party will provide the Requesting Party with
                                        a quote. While on the telephone with the other party’s representative, the Requesting Party shall indicate its
                                        acceptance or rejection of such quoted Fixed Price or NYMEX Price. If the Requesting Party rejects the quoted
                                        Fixed Price or NYMEX Price, the Contract Price originally agreed to for the transaction shall remain in effect for
                                        the subject quantity of Gas. If the Requesting Party accepts the quoted Fixed Price or NYMEX Price, then the
                                        Fixed Price or NYMEX Price shall be applicable to the daily quantity of Gas as agreed to by the parties and will be



                                                                              40 of 64
                                                   NAESB WGQ Contracts Subcommittee
                                        Compilation of Initial Comments Submitted for Request R05014
                                                          Compiled October 21, 2005
                                                            Revised March 16, 2006
Organization               Section          Comment                                                                                                                   Outcome
                                            documented in a revised Transaction Confirmation prepared by the Confirming Party and transmitted to the other
                                            party.
                                            If the parties have agreed to defer the determination of the NYMEX Component, the Basis Component, or both
                                            components of the NYMEX Price for such Month, then the parties may confer at any time prior to the last hour
                                            before the close of trading on the final day of trading of the NYMEX natural gas futures contract for the respective
                                            Month(s) in order to attempt to mutually agree on the deferred NYMEX Component or Basis Component of the
                                            NYMEX Price for such Month; provided, however, if they fail to so confer or agree on the NYMEX Component or
                                            the Basis Component, as applicable, prior to such time, then (i) the deferred NYMEX Component of the NYMEX
                                            Price for the Month shall automatically default to the closing price as posted by NYMEX for the final day of
                                            trading of the NYMEX natural gas futures contract for the applicable Month, and (ii) the deferred Basis
                                            Component of the NYMEX Price for the Month shall automatically default to an amount determined by using the
                                            default methodology for calculating the Basis Component agreed to by the parties at the time they agreed to defer
                                            the determination of the Basis Component.
                                            If the parties agree on a Fixed Price or NYMEX Price, then the daily quantity of the Contract Quantity subject to
                                            the Fixed Price or NYMEX Price shall be delivered and taken on a Firm basis on each Day during the applicable
                                            Month(s). If less than one hundred percent (100%) of the Contract Quantity to be delivered to a given Delivery
                                            Point for such Month is subject to a Fixed Price or NYMEX Price, then the portion of Contract Quantity subject to
                                            the Fixed Price or NYMEX Price shall be deemed to be delivered and taken prior to the remainder of the Contract
                                            Quantity. If more than one Fixed Price or NYMEX Price is in effect for a given Month, then the order of priority
                                            for the quantities of Gas subject to the Fixed Prices and NYMEX Prices will be chronological in the order of when
                                            the prices were agreed to by the parties.‖


Cinergy Marketing &        14               The proposed new section [14.13] submitted by Cinergy Marketing & Trading is within the scope of the Mission
Trading (on Scope)                          Statement and should be put back on the table for further discussion.


Revisions from WGQ         1.1              Revised Language: These General Terms and Conditions are intended to facilitate purchase and sale transactions            Declined on
ISDA Meetings2             Footnotes 10 &   of physical Gas with delivery points in the United States or Canada on a Firm or Interruptible basis. "Buyer" refers      12/14/05
                           11               to the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement between the parties
                                            shall be the Contract as defined in Section 2.7.


Revisions from WGQ         2                Revised Definition: "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure
ISDA Meetings                               to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially
                                            reasonable efforts to (i) if Buyer is the performing party, obtain Gas, or (ii) if Seller is the performing party, sell
                                            Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the
                                            amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or


2
    These are compiled comments. Individual comments are attributed to the commenter, where applicable, in the separate comments document.


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                                                NAESB WGQ Contracts Subcommittee
                                     Compilation of Initial Comments Submitted for Request R05014
                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization         Section           Comment                                                                                                                    Outcome
                                       Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the
                                       nonperforming party.


BG LNG (on Scope)    2                 Re proposed revision to definition of ―Cover Standard‖ contained in the compiled revisions discussed during the
                                       WGQ ISDA meetings: What is wrong with leaving this in? It says ―alternate fuel if elected”.


Revisions from WGQ   3.2 Cover         Revised Language: The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to            Accepted in
ISDA Meetings        Footnotes 53-     deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s),           part and
                     63                payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid          Declined in
                                       by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in          part on
                                       transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity          01/10/06
                                       and the quantity actually delivered by Seller for such Day(s), reduced by any quantity for which no replacement is
                                       available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal
                                       to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover
                                       Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or
                                       from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually
                                       taken by Buyer for such Day(s) reduced by any quantity for which no sale is available; or (iii) in the event that
                                       Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable
                                       efforts to sell the Gas to a third party, and no such replacement or sale for all or any portion of the Gas is available
                                       for some or all of the Contract Quantity of Gas, then [for any portion of the Contract Quantity for which no
                                       replacement or sale is available]/[in addition to (i) or (ii) above, as applicable,] the sole and exclusive remedy of
                                       the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable
                                       difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable
                                       Delivery Point, multiplied by the difference between the Contract Quantity minus the sum of (a) the quantity [for
                                       which no such replacement or sale is available] for such Day(s) plus (b) the quantity of Gas, if any, sold or
                                       purchased using the Cover Standard as provided in (i) and (ii) above, as applicable. Imbalance Charges shall not
                                       be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as
                                       provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after
                                       presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was
                                       calculated.


Revisions from WGQ   4.2               The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected     Declined on
ISDA Meetings        Footnote 64       Transporter(s). Each party shall give the other party timely prior notice, sufficient to meet the requirements of all      12/14/05
                                       Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should
                                       either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled
                                       Gas, such party shall promptly notify the other party.




                                                                             42 of 64
                                                NAESB WGQ Contracts Subcommittee
                                     Compilation of Initial Comments Submitted for Request R05014
                                                       Compiled October 21, 2005
                                                         Revised March 16, 2006
Organization         Section           Comment                                                                                                                  Outcome
Revisions from WGQ   6 Buyer Pays      Revised Language: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges           6 – declined
ISDA Meetings        Footnote 69       imposed by any government authority (―Taxes‖) on or with respect to the Gas prior to the Delivery Point(s). The          on 11/04/05
                                       Contract Price is inclusive of all production, severance, ad valorem or other similar Taxes levied on or with respect
                                       to the Gas prior to its delivery to Buyer at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on
                                       or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). The Contract Price
                                       does not include any federal, Indian, state, or local sales, use, utility, consumption or other similar Taxes which
                                       may now or hereafter be imposed on the transfer of title, possession or risk of loss of the Gas to Buyer or on
                                       Buyer’s subsequent use or disposition thereto. If a party is required to remit or pay Taxes that are the other party’s
                                       responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such
                                       Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any
                                       necessary documentation thereof. Notwithstanding anything to the contrary herein, Buyer shall also pay or cause
                                       to be paid any tax levied by the state or any other governmental subdivision for the consumption or use of Gas
                                       purchased under this Contract if Gas is consumed or otherwise used by Buyer or its consumers.


Revisions from WGQ   6 Seller Pays     Comment: SHOULD THIS OPTION B BE DELETED SINCE IT IS SELDOM USED                                                         Declined on
ISDA Meetings        Footnote 70                                                                                                                                10/11/05

Revisions from WGQ   6 Seller Pays     Revised language: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed   6 – declined
ISDA Meetings        Footnote 70       by any government authority (―Taxes‖) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at      on 11/04/05
                                       the Delivery Point(s). The Contract Price is inclusive of all production, severance, ad valorem or other similar
                                       Taxes levied on or with respect to the Gas prior to its delivery to Buyer at the Delivery Point(s). Buyer shall pay or
                                       cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). The Contract Price does not
                                       include any federal, Indian, state, or local sales, use, utility, consumption or other similar Taxes which may now or
                                       hereafter be imposed on the transfer of title, possession or risk of loss of the Gas to Buyer or on Buyer’s
                                       subsequent use or disposition thereto. If a party is required to remit or pay Taxes that are the other party’s
                                       responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such
                                       Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any
                                       necessary documentation thereof. Notwithstanding anything to the contrary herein, Buyer shall also pay or cause to
                                       be paid any tax levied by the state or any other governmental subdivision for the consumption or use of Gas
                                       purchased under this Contract if Gas is consumed or otherwise used by Buyer or its consumers.
Revisions from WGQ   7.1               Revised Language: Seller shall invoice Buyer by the fifteenth (15th) day of each calendar month for Gas delivered        Declined on
ISDA Meetings        Footnote 72       and received in the preceding Month and for any other applicable charges, providing supporting documentation             12/14/05
                                       acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the
                                       billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be
                                       adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information
                                       is available.


Revisions from WGQ   7.2               Revised Language: Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base                 Declined on




                                                                            43 of 64
                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization         Section          Comment                                                                                                                 Outcome
ISDA Meetings        Footnote 73      Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the    12/14/05
                                      invoice by Buyer; provided that if the Payment Date is not a Business Day, (i) And the Payment Date falls on a
                                      Saturday or on a legal holiday other than a Monday, payment is due on the last preceding Business Day; or (ii) And
                                      the Payment Date falls on a Sunday or on a Monday legal holiday , payment is due on the next Business Day.. In
                                      the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section
                                      7.2.


BG LNG (on Scope)    7.2              Re proposed revision to Section 7.2 contained in the compiled revisions discussed during the WGQ ISDA
                     Re: Footnote     meetings: We would prefer to leave the original wording.
                     73
Revisions from WGQ   7.2              Comment: SHOULD THIS SECTION BE DELETED IN ITS ENTIRETY SINCE IT IS THE INDUSTRY                                        Declined on
ISDA Meetings        Footnote 74      STANDARD TO USE PROVISIONS SIMILAR TO ―on the later of the 25th day of the month or (b) ten days after                  12/14/05
                                      date the seller’s invoice is sent to Buyer.


Revisions from WGQ   7.3              Revised Language: In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may            Declined on
ISDA Meetings        Footnotes 76 &   submit an invoice to the nonperforming party or the party owing the Imbalance Charges for an accelerated payment        12/14/05
                     77               setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party or
                                      the party owing the Imbalance Charges will be due five Business Days after receipt of invoice.


Revisions from WGQ   7.6              Revised Language: A party shall have the right, at its own expense, upon reasonable notice and at reasonable            Declined on
ISDA Meetings        Footnotes 80 &   times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone           12/14/05
                     81               recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement,
                                      charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall
                                      not be available with respect to proprietary information not directly relevant to transactions under this Contract.
                                      All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or
                                      overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate
                                      explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments
                                      under Section 7 shall be paid in full by the party owing payment within 30 Days of notice and substantiation of
                                      such inaccuracy.


Revisions from WGQ   7                New Section [7.8]: Notwithstanding the above, the Buyer shall remit the amount due by the Payment Date as               Declined on
ISDA Meetings        Footnote 82      required under the rules of the New York Mercantile Exchange, as amended from time to time, whenever the                12/14/05
                                      delivery is made through the New York Mercantile Exchange.


Revisions from WGQ   8.1              Revised Language: Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the         Accepted by
                                      Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its   Contracts



                                                                            44 of 64
                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization         Section          Comment                                                                                                                    Outcome
                                                                                                                                             .
ISDA Meetings        Footnote 84      delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and assume                       Subcommitte
                                                                                                                                                                 e

Revisions from WGQ   8.2              Comment: Should we reference First Priority Security Interest Lien – Section 10.1?                                         Declined on
ISDA Meetings        Footnote 85                                                                                                                                 12/14/05;
                                                                                                                                                                 language to
                                                                                                                                                                 address first
                                                                                                                                                                 priority
                                                                                                                                                                 interest
                                                                                                                                                                 security
                                                                                                                                                                 addressed by
                                                                                                                                                                 language
                                                                                                                                                                 proposed by
                                                                                                                                                                 Cinergy
                                                                                                                                                                 accepted on
                                                                                                                                                                 01/24/06:
                                                                                                                                                                 see Footnote
                                                                                                                                                                 91
Revisions from WGQ   8.3              Revised Language: [DELETE ORIGINAL LANGUAGE AND SUBSTITUTE THERE FOR THE FOLLOWING:                                        Declined on
ISDA Meetings        Footnote 89      Seller agrees to indemnify Buyer, release and save it harmless from all losses, liabilities or claims including            12/14/05
                                      reasonable attorneys’ fees and costs of court (―Claims‖), from any and all persons, arising from or out of claims of
                                      title, personal injury (including death) or property damage from said Gas or other charges thereon which attach
                                      before title, control and possession pass to Buyer. Buyer agrees to indemnify Seller and save it harmless from all
                                      claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including
                                      death) or property damage from said Gas or other charges thereon which attach after title, control and possession
                                      pass to Buyer.


Revisions from WGQ   11.2             Revised Language: Force Majeure shall include, but not be limited to, the following: (i) physical events such as           11 –highlight
ISDA Meetings        Footnote 109     acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in      supported on
                                      evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to             11/07/05,
                                      machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as        forward to
                                      low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of       WGQ
                                      primary Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other         Contracts;
                                      industrial disturbances, riots, terrorism, sabotage, insurrections or wars, acts of terror; and (v) governmental actions   other
                                      such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the           changes
                                      effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable          declined;
                                      efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred        Accepted by
                                      in order to resume performance.                                                                                            WGQ
                                                                                                                                                                 Contracts



                                                                            45 of 64
                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization         Section            Comment                                                                                                                       Outcome
                                                                                                                                                                      Subcommitte
                                                                                                                                                                      e on
                                                                                                                                                                      01/10/06
Revisions from WGQ   11.3               Revised Language: Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent             11 – declined
ISDA Meetings                           performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or                 on 11/07/05
                                        secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming
                                        excuse failed to remedy the condition and to resume the performance of such covenants or obligations with
                                        reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher
                                        or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more
                                        advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass
                                        through of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or
                                        resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; (v) the loss or failure of Seller’s
                                        gas supply or depletion of reserves, except, in either case, as provided in Section 11.2, or (vi) failure of specific,
                                        individual wells or appurtenant facilities in the absence of a force majeure event broadly affecting other wells in
                                        the same geographic area. The party claiming Force Majeure shall not be excused from its responsibility for
                                        Imbalance Charges.


Revisions from WGQ   11.5               Revised Language: The party whose performance is prevented by Force Majeure must provide notice to the other                  Declined on
ISDA Meetings        Footnotes 111-     party. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or           01/10/2006
                     114                occurrence is required as soon as reasonably possible. Upon providing written notice of Force Majeure to the other
                                        party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or
                                        accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be
                                        deemed to have failed in such obligations to the other during such occurrence or event.


Revisions from WGQ   11.6               Comment: SHOULD THIS PROVISION BE DELETED SINCE THIS OPTION IS SELDOM USED?                                                   11 – declined
ISDA Meetings                                                                                                                                                         on 11/07/05

NiSource             2.11               Revised Language: "Credit Support Obligation(s)‖ shall mean any obligation(s) to provide or establish credit
                                        support for, or on behalf of, a party to this Contract such as an irrevocable standby letter of credit, a margin
                                        agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a
                                        continuing nature. The issuer of any such security and/or the guarantor must be acceptable to the other party at its
                                        sole discretion. The other party agrees to act in a reasonable manner in evaluating such issuer and/or guarantor.
NiSource             2.40               Revised Language: ―Credit Rating‖ shall mean the rating assigned by Standard and Poor’s Corporation (―S&P‖) or its
                                        successor and by Moody’s Investor Services, Inc. (―Moody’s‖) or its successor to the long-term senior, unsecured debt for a
                                        party or its Guarantor, as applicable, or any other mutually agreeable rating agency. (NTD: This definition would be
                                        applicable only if the relevant election is made on the Cover Sheet.)
NiSource             3.2 Cover          Revised Language: The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to               Declined on
                                        deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s),


                                                                               46 of 64
                                     NAESB WGQ Contracts Subcommittee
                          Compilation of Initial Comments Submitted for Request R05014
                                            Compiled October 21, 2005
                                              Revised March 16, 2006
Organization   Section      Comment                                                                                                                               Outcome
                            payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid                     01/10/2006
                            by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in
                            transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity
                            and the quantity actually delivered by Seller for such Day(s), reduced by any quantity for which no replacement is
                            available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal
                            to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover
                            Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or
                            from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually
                            taken by Buyer for such Day(s) reduced by any quantity for which no sale is available; or (iii) in the event that
                            Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable
                            efforts to sell the Gas to a third party, and no such replacement or sale for all or any portion of the Gas is available
                            for some or all of the Contract Quantity of Gas, then [for any portion of the Contract Quantity for which no
                            replacement or sale is available] or the non-breaching party elects, at its sole option not to replace Gas or sell Gas,
                            /[in addition to (i) or (ii) above, as applicable,] the sole and exclusive remedy of the performing party with respect
                            to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price
                            and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the difference
                            between the Contract Quantity minus the sum of (a) the quantity [for which no such replacement or sale is
                            available] for such Day(s) plus (b) the quantity of Gas, if any, sold or purchased using the Cover Standard as
                            provided in (i) and (ii) above, as applicable. Imbalance Charges shall not be recovered under this Section 3.2, but
                            Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of
                            such unfavorable difference shall be payable five Business Days after presentation of the performing party’s
                            invoice, which shall set forth the basis upon which such amount was calculated.
NiSource       3.5 (New     Proposed Language: In addition to Sections 3.2, 3.3 and 3.4, for so long as non-performance is continuing, the                        Declined on
               Section)     Performing Party may, under two (2) Business Days notice, suspend its performance upon any or all transactions                        01/10/2006
                            between the parties for the purchase and sale of Gas.
NiSource       9.1          Revised Language: All Transaction Confirmations, invoices, payments and other communications made pursuant to the                     Declined on
                            Base Contract ("Notices") shall be made in writing by an authorized representative, and notarized in the event the receiving          01/10/2006
                            party’s banking institution or internal controls requires such Notice to be notarized, to the addresses specified by the
                            respective parties from time to time; provided however that Notices for change in payment addresses or other payment
                            information shall be made and the receiving party shall not be obligated to implement such change prior to passage of thirty
                            (30) days after receipt of such Notice.
NiSource       14.10        Revised Language: Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable to this
                            Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any
                            transaction to a third party (other than the employees, Affiliates, lenders, royalty owners, counsel, accountants and other
                            agents of the party, credit rating agencies , or prospective purchasers of all or substantially all of a party’s assets or of any
                            rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to
                            comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this
                            Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory
                            agency’s routine reporting requirements including gas cost recovery proceedings or (v) to the extent such information



                                                                     47 of 64
                                      NAESB WGQ Contracts Subcommittee
                           Compilation of Initial Comments Submitted for Request R05014
                                             Compiled October 21, 2005
                                               Revised March 16, 2006
Organization   Section       Comment                                                                                                                                 Outcome
                             (including the name of the other party) may be aggregated with other information pertaining to purchases and sales of Gas
                             without reference to any counterparty and is delivered to such third party for the sole purpose of calculating a published
                             index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the
                             terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The
                             existence of this Contract is not subject to this confidentiality obligation, except that any damages shall be limited to direct
                             damages . Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek
                             relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by
                             the parties hereto for one year from the expiration of the transaction.
                             In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may
                             disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to
                             disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain
                             protective orders or similar restraints with respect to such disclosure at the expense of the other party.
NiSource       14.13         Revised Language: Any dispute relating to this Agreement lasting for 30 days shall be resolved by binding, arbitration
                             pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and all such proceedings
                             shall be subject to the Federal Arbitration Act. A single arbitrator shall be chosen by the Parties, or if they are unable to agree,
                             by AAA:
NiSource       14.13         Proposed Language: Each party agrees that the provisions of this Base Contract supersede and replace in their entirety any
                             requirements of law relating to adequate assurance of future performance, including without limitation Article 2 of the
                             Uniform Commercial Code (the ―UCC‖), as enacted in New York. This notwithstanding, the parties acknowledge that this
                             Base Contract and the Special Provisions document the terms of a contract for the sale of goods and that the applicable
                             provisions of Article II of the UCC shall apply to the Transactions set forth herein.
NiSource       14.14         Proposed Language: Each party represents that the creditworthiness of the other party is a material consideration in entering
                             into this Base Contract; and (i) it has entered into this Base Contract and shall enter into each transaction in reliance upon its
                             own judgment or that of its investment advisors or other fiduciaries, (ii) the other party does not and will not hold itself as
                             advising, or any of the other party’s employees or agents as having the authority to advise it as to whether or not it should
                             enter into any transaction or as to any subsequent actions relating thereto or on any other commercial matter concerned with
                             any transaction, (iii) the other party shall not be acting as a fiduciary with respect to it and shall not have any responsibility or
                             liability whatsoever in respect of any advice or information of this nature given or not given, or views expressed or not
                             expressed, by the other party or any of the other party’s employees or agents to it or any such fiduciary, whether or not such
                             advice or information is given or such views are expressed at the request of it or any such fiduciary, and (iv) the other party
                             shall not have any responsibility to govern or monitor the conduct of it or any such fiduciary.
Cinergy        3.2 Cover     ISSUE: PENALTY CALCULATIONS WHEN USING THE COVER STANDARD                                                                               Reviewed
                                                                                                                                                                     01/10/2006
                             There are three possible schools of thought as to how penalty calculations should be done under the Cover
                             Standard when the performing party is able to replace or resell only a PORTION of a shortfall that was not
                             received or delivered by the non-performing party. The NAESB Contracts Subcommittee needs to decide which
                             interpretation is correct and make sure that the language in Section 3.2 (Cover Standard) accurately reflects the
                             agreed to interpretation.




                                                                       48 of 64
                                    NAESB WGQ Contracts Subcommittee
                         Compilation of Initial Comments Submitted for Request R05014
                                           Compiled October 21, 2005
                                             Revised March 16, 2006
Organization   Section     Comment                                                                                                                   Outcome
                           TRANSACTION TERMS

                           A.        The parties have agreed to a deal where Seller shall sell and deliver and Buyer shall purchase and
                           receive, on a Firm basis, 10,000 MMBtu/day for the month of December for $10/MMBtu. On day 15, Seller
                           delivers only 3,000 MMBtu and the shortfall is not excused by Force Majeure. Buyer is able to purchase 5,000
                           MMBtu at $12/MMBtu (the ―Cover Price‖) as replacement gas. The applicable price in Gas Daily is $13/MMBtu
                           (the ―Spot Price‖) and no additional transportation costs are involved.

                           B.        Same as above except that the Cover Price is $9/MMBtu and the Spot Price is $11/MMBtu

                           Three different approaches (and ultimate results) are described below for options A and B:

                           1.         (A)        Buyer applies the Cover Price to the ENTIRE 7,000 MMBtu shortfall. In this case, Buyer
                           interprets the existing language in Section 3.2(i) to mean that if ANY portion of the shortfall can be replaced, then
                           the Cover Price applies to the ENTIRE shortfall when calculating damages. Seller is invoiced for $14,000.00 in
                           damages. [7,000 MMBtu x $2]

                                     (B)       Since the Cover Price is lower than the Contract Price, Buyer incurs no damages

                           2.          (A)      Buyer applies the Spot Price to the ENTIRE 7,000 MMBtu shortfall. In this case, Buyer
                           interprets the existing language in Section 3.2(iii) to mean that the ENTIRE shortfall must be replaced in order to
                           use the Cover Price. Otherwise, the Spot Price applies to the ENTIRE shortfall. Seller is invoiced for $21,000.00
                           in damages. [7,000 MMBtu x $3]

                                    (B)     Since the Spot Price is greater than the Contract Price, Seller is invoiced for $7,000.00 in
                           damages. [7,000 MMBtu x $1]

                           3.         (A)       Buyer applies the Cover Price to the 5,000 MMBtu of replacement gas and the Spot Price to
                           the 2,000 MMBtu of gas that Buyer wasn’t able to replace. In this case, Buyer (a) interprets the existing language
                           in Section 3.2(i) to mean that the Cover Price applies only to the portion of the shortfall that Buyer is able to
                           replace and (b) interprets the existing language in Section 3.2(iii) to mean that the Spot Price applies to ANY
                           amount of the shortfall that Buyer cannot replace whether it’s the entire shortfall or only a portion of the shortfall.
                           Seller is invoiced for $16,000.00 in damages. [5,000 MMBtu x $2 plus 2,000 MMBtu x $3]

                                    (B)      Since the Cover Price is less than the Contract Price, Buyer receives no damages for the 5,000
                           MMBtu Buyer was able to replace. Since the Spot Price is greater than the Contract Price, Seller is invoiced for
                           $2,000.00 in damages for the 2,000 MMBtu Buyer was unable to replace. [2,000 MMBtu x $1]

                           CONCLUSION

                           Whichever approach is elected by the NAESB Contracts Subcommittee, the existing language will need to be



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                                                 NAESB WGQ Contracts Subcommittee
                                      Compilation of Initial Comments Submitted for Request R05014
                                                        Compiled October 21, 2005
                                                          Revised March 16, 2006
Organization             Section          Comment                                                                                                                    Outcome
                                          modified to clarify the issue.
People’s Natural Gas     14               The Peoples Natural Gas Company (PA) proposes to supplement EnCana Marketing proposed changes to Article
Company (PA)                              14, Section 14.13 by adding the following paragraph 14.13.2:
Comments
                                          Proposed Language:
                                          14.13.2 If either party believes in good faith that a Market Dislocation Event has occurred during a Trading Day,
                                          then, within fifteen Business Days following the date on which the Market Dislocation Event was discovered, such
                                          party may provide notice to the other that it is disputing the Floating Price applicable to such Trading Day and
                                          provide an Alternative Floating Price together with supporting documentation acceptable in industry practice to
                                          support the Alternative Floating Price. In response to a proposed Alternative Floating Price, the responding party
                                          may agree with the proposed Alternative Floating Price, may support the original Floating Price, or may propose its
                                          own Alternative Floating Price, The parties shall negotiate in good faith to agree on an applicable Floating Price (or
                                          a method for determining an applicable Floating Price) for the affected Trading Day. If the parties have not so
                                          agreed on or before the fifteenth Business Day following the providing of the Alternative Floating Price, then
                                          either party may submit the dispute to arbitration. Once the dispute is submitted to arbitration, both parties shall
                                          submit to the arbitrator their respective applicable Floating Price, and the arbitrator shall determine which shall
                                          apply. The prevailing party shall be entitled to attorneys’ fees. ―Market Dislocation Event‖ means, with respect to
                                          an index, that such index has been unduly influenced by manipulation or mistake of reported data, including (but
                                          not limited to) data that affects the index but is not reported to the index, e.g., storage inventory data. ―Alternative
                                          Floating Price‖ means the price or a portion of the price in the transaction reflecting the party’s estimate of what
                                          the specified index price would have been absent the Market Dislocation Event.

New Jersey Natural Gas   11.7 (Proposed   Proposed Language: The parties understand and agree that Seller’s Gas supplies are sourced from multiple                   Declined on
                         Section)         suppliers in multiple geographic areas, and that the failure or inability of Seller to receive any Firm supplies to        01/10/2006
                                          which it is entitled by reason of a Force Majeure event invoked by Seller’s supplier may impair Seller’s ability to
                                          make deliveries under this agreement. Accordingly, and notwithstanding anything to the contrary herein, the
                                          parties agree that failure of any Firm supply source attributed by Seller’s supplier to an event of Force Majeure
                                          (regardless whether the Force Majeure event is in the same geographic region as, or a different geographic region
                                          from, the Delivery Point(s) hereunder) shall constitute an event of Force Majeure as to Seller; provided, however,
                                          that Seller must be able to demonstrate that the Force Majeure event interrupted Firm supplies that Seller had relied
                                          upon to meet its delivery obligation to Buyer. Where Seller experiences a partial loss of Firm supply, Seller shall
                                          pro-rate, as permitted by Transporter(s)' applicable requirements, its remaining supplies among Buyer and Seller’s
                                          other customers within the same geographic region, by customer class (categorized by firmness and by length of
                                          delivery period). In no event shall Seller be obliged, during an event of Force Majeure suffered by Seller, to make
                                          deliveries using Gas in storage, Liquefied Natural Gas or any other commercially unusual measures.
Interested LDCs          9.1              Revised Language The Interested LDCs recommend changing the language of the revised section by moving the                  Accepted on
                                          phrase ―in writing by an authorized representative‖ to refer to changes in payment addresses and information rather        01/10/2006;
                                          than to all notices, as follows:                                                                                           Declined on
                                                                                                                                                                     1/24/2006
                                          ―All Transaction Confirmation, invoices, payments and other communications made pursuant to the Base Contract
                                          (―Notices‖) shall be made in writing by an authorized representative to the addresses specified by the respective



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                                                     Compiled October 21, 2005
                                                       Revised March 16, 2006
Organization             Section     Comment                                                                                                                                  Outcome
                                     parties from time to time; provided however that Notices for change in payment addresses or other payment
                                     information shall be made in writing by an authorized representative and the receiving party shall not be obligated
                                     to implement such change prior to passage of thirty (30) days after receipt of such Notice.‖

                                     This edit will maintain the option for oral transaction procedures under Section 1.2 of the Base Contract.
Consolidated Edison of   4.3         Revised Language: The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If
NY                                   Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the
                                     validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s
                                     receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or
                                     reimburse Seller for such Imbalance Charges paid by Seller, except that Seller shall be responsible for any Imbalance Charges
                                     resulting from Seller’s failure to perform. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities
                                     of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for
                                     such Imbalance Charges paid by Buyer.
Consolidated Edison of   11.2        Revised Language: Force Majeure shall be limited to the following events or acts to the extent they materially affect the                Declined on
NY                                   ability of a party to perform its Firm obligations under this Agreement: (i) physical and weather-related events affecting an            01/10/2006
                                     entire geographic region, such as: acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as
                                     hurricanes, which result in evacuation of such entire geographic area, floods, washouts, explosions, and low temperatures
                                     which cause freezing or failure of wells or lines of pipe; ; (ii) interruption and/or curtailment of Firm transportation and/or
                                     storage by Transporters; (iii) acts of others such as strikes, lockouts or other industrial disturbances, riots, terrorist attacks,
                                     sabotage, insurrections or wars; and (iv) governmental actions such as necessity for compliance with any court order, law,
                                     statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction.
                                     Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or
                                     occurrence once it has occurred in order to resume performance.
Consolidated Edison of   11.3        Revised Language: Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance            Declined on
NY                                   is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation          01/10/2006
                                     unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to provide replacement
                                     supplies, use reasonable efforts to overcome the condition or otherwise remedy the condition and resume the performance of
                                     such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s
                                     ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower
                                     or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through
                                     of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased
                                     hereunder, except, in either case, as provided in Section 11.2; (v) the loss or failure of Seller’s gas supply or depletion of
                                     reserves, except, in either case, as provided in Section 11.2; or (vi) partial or entire failure of LNG facilities and specific wells,
                                     including without limitation, well blow outs and well craterings. The party claiming Force Majeure shall not be excused from
                                     its responsibility for Imbalance Charges.
Consolidated Edison of   11.5        Revised Language: The party whose performance is prevented by Force Majeure must provide notice to the other party.                      Declined on
NY                                   Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is               01/10/2006
                                     required as soon as reasonably possible. Upon providing written notice of Force Majeure to the other party, the affected party
                                     will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable,
                                     to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the
                                     other during such occurrence or event; provided, however, that in the event of a Force Majeure affecting some, but not all, of



                                                                               51 of 64
                                                    NAESB WGQ Contracts Subcommittee
                                         Compilation of Initial Comments Submitted for Request R05014
                                                           Compiled October 21, 2005
                                                             Revised March 16, 2006
Organization             Section           Comment                                                                                                                             Outcome
                                           Seller’s gas supplies accessible at the Delivery Point(s) provided for in the Transaction confirmation(s) hereunder, Buyer, at a
                                           minimum, shall be entitled to a pro rata allocation of available gas supplies among Seller’s Firm buyers at said Delivery
                                           Point(s) and any failure by Seller to make such allocation and deliveries shall not be excused by Force Majeure.
Consolidated Edison of   14.12             Proposed Language: 14.12          (a) On or before July 1 of any Contract Year (November 1 through October 31 of the                Declined by
NY                       (Proposed         following year during the term of this Contract), Buyer shall have the right to notify Seller that it will permanently reduce the   the WGQ
                         Section)          Contract Quantity by an amount calculated in accordance with 14.xx (b) below, effective September 1 of that same Contract           Contacts
                                           Year.                                                                                                                               Subcommitte
                                                                                                                                                                               e on
                                           (b) Any reduction of the Contract Quantity shall be equal to the following:                                                         02/16/06
                                           A x (B/C), where:

                                           ―A‖ is equal to (i) the estimated peak day demand associated with customers of Buyer that switched from Buyer’s firm sales
                                           service classifications to its firm transportation service classifications, during the 12 month period ending June 1 of that
                                           Contract Year, minus (ii) the forecasted increase in peak day demand for customers under Buyer’s firm sales service
                                           classifications for the next Contract Year; provided that ―A‖ cannot be less than zero;

                                           ―B‖ is the then current Contract Quantity times 365; and

                                           ―C‖ is the aggregate annual firm contract quantities under Buyer’s long term, firm gas purchase agreements, including this
                                           Contract.

Interested LDCs          10                The Interested LDCs find that the existing language within Section 10 of the Base Contract, coupled with the ability of parties
                                           to negotiate freely by means of special provisions, has worked very well throughout the natural energy industry. Thus, we do
                                           not support the revisions that have been proposed to this section except, conditionally, those made to Section 10.10, which
                                           offers new and specific information. The proposed language in general would be better suited for special provisions as
                                           negotiated between parties to the contract.
Interested LDCs          10.1              The proposed term, ―other mutually acceptable forms‖ (footnote 90), and the existing term, ―including, but not limited to,‖         Accepted in
                                           are conceptually identical; therefore, it is unnecessary to add the language in footnote 90. Furthermore, the existing language     part by
                         Re: Footnote      within this section adequately addresses the concept presented in footnote 91, and while it may be suitable for inclusion in
                         90                                                                                                                                                    WGQ
                                           Special Provisions, it is not necessary for the Base Contract. The Interested LDCs recommend preserving the original                Contracts
                                           language in this section.                                                                                                           01/24/06
Interested LDCs          10.2              Similarly, the language proposed in footnotes 93 and 94 would be better suited for inclusion in Special Provisions but not in       Accepted in
                                           the Base Contract. We therefore do not support the inclusion of such proposed language and propose maintaining the existing         part and
                                           provision under Section 10.2.                                                                                                       declined in
                         Re: Footnotes     In addition, the language that is proposed in the last sentence under Section 10.2 (footnote 95) is not appropriate, because        part by
                         93 and 94         occurrence of the events specified within this section with respect to the party’s guarantor would be grounds for a party to        WGQ
                                           demand Adequate Assurance of Performance (under Section 10.1), and this would provide adequate protection for both                  Contracts
                                           parties.                                                                                                                            01/24/06:
                                                                                                                                                                               Footnote 93



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Organization      Section           Comment                                                                                                                Outcome
                                                                                                                                                           declined and
                                                                                                                                                           Footnote 94
                                                                                                                                                           tabled
Interested LDCs   10.3              The additional language (footnote 96) proposed for this section would be better suited for inclusion in Special        Accepted on
                                    provisions or in a separate Master Netting Agreement, but not in the Base Contract. Thus we disagree with this         01/24/06:
                                    revision to the Base Contract.                                                                                         Footnote 96
                  Re: Footnote                                                                                                                             declined by
                  96                                                                                                                                       WGQ
                                                                                                                                                           Contracts
Interested LDCs   10.3.1            The Interested LDCs oppose the proposal in this section (footnote 97), because it would introduce subjectivity into    Accepted on
                                    the cost calculation and would thus lead to delays in the process of determining early termination damages. Such       01/24/06:
                                    language fails the objectivity test, which is the rationale for Section 10.3.1.                                        Footnote 97
                  Re: Footnote                                                                                                                             declined by
                  97                                                                                                                                       WGQ
                                                                                                                                                           Contracts
Interested LDCs   10.3.2            We request clarification on whether the language in footnotes 98 and 99 is proposed as an addition to or a
                                    replacement of the existing provision under Section 10.3.2. LDC support is contingent upon the resolution of this
                                    clarification. As to the issue of whether and how to include affiliates in setoff agreements, this would be better
                  Re: Footnotes     suited for special provisions (last paragraph regarding triangular setoff).
                  98 and 99
Interested LDCs   10.6              The existing language under Section 10.6 protects both parties by minimizing the possibility of litigation. Thus the   Existing
                                    Interested LDCs disagree with the proposal to delete the existing language under Section 10.6.                         language in
                                                                                                                                                           10.6
                  Re: Footnote                                                                                                                             preserved on
                  104                                                                                                                                      01/24/06 by
                                                                                                                                                           WGQ
                                                                                                                                                           Contracts
Interested LDCs   10.8              The proposed new section, numbered 10.8, is not necessary because it could be covered within the Credit Support        FN 105
                                    Addendum.                                                                                                              Declined by
                                                                                                                                                           WGQ
                  Re: Footnote                                                                                                                             Contracts on
                  105                                                                                                                                      01/24/06
Interested LDCs   10.9              The terms under proposed new Section 10.9 (footnote 105) address specific circumstances applicable to particular       FN 105
                                    counterparties and therefore should be addressed by those counterparties in Special Provisions or within a separate    Declined by
                                    agreement, but not in the Base Contract.                                                                               WGQ
                  Re: Footnote                                                                                                                             Contracts on
                  105                                                                                                                                      01/24/06




                                                                         53 of 64
                                            NAESB WGQ Contracts Subcommittee
                                 Compilation of Initial Comments Submitted for Request R05014
                                                   Compiled October 21, 2005
                                                     Revised March 16, 2006
Organization      Section          Comment                                                                                                                 Outcome
Interested LDCs   10.10            The Interested LDCs are conceptually in agreement with the proposal in new Section 10.10 (footnote 106);                FN 106
                                   however, we find that the proposed language as it is currently worded, is burdensome and problematic for non-           Declined by
                                   reporting entities. It suggests that non-reporting companies will be found non-compliant in terms of                    WGQ
                  Re: Footnote     creditworthiness if they do not provide such financial documents as referenced in this provision. Therefore we          Contracts on
                  106              suggest amending the language 1) to make clear the applicability of this concept to non-reporting entities in terms     01/24/06
                                   of compliance for creditworthiness status and 2) to minimize the burden such reporting could place on such
                                   entities. The financial information referenced in the language is often publicly and readily available online.

                                   Therefore, to address the aforementioned second point, we suggest modifying the first sentence to begin with,
                                   ―Upon the request by either party, unless such information is publicly and readily available, the counterparty shall
                                   make available or deliver (i) within 120 days ….‖ As to the first point, if the issue of compliance by non-reporting
                                   companies cannot adequately be addressed, this provision would not apply universally and thus would be better
                                   suited in Special Provisions to address what might exist on a bilateral basis.
Interested LDCs   11               The Base Contract is intended to cover generic procedures or transactions, and the inclusion of LNG-specific
                                   events under Force Majeure implies that local events qualify as a legitimate cause for claiming protections from
                                   liability under the Force Majeure provisions of the contract. We believe that Force Majeure language should cover
                                   LNG-specific events only when it can be sourced to LNG, and in such a case, it should be handled in Special
                                   Provisions. At the very least, we believe that it would be premature to include provisions tied specifically to LNG
                                   at this point, with the current state of transparency and liquidity within the energy market. And at the most, the
                                   Interested LDCs share a concern that inclusion of LNG under Force Majeure would allow the counterparty to
                                   expand the definition of Force Majeure and could be used to suspend performance, which would pose a reliability
                                   risk for LDCs serving their customers. Therefore, the Interested LDCs at this time oppose the inclusion of language
                                   specifying LNG-specific events under Force Majeure provisions.
Interested LDCs   12               We would support the revisions proposed under Section 12 (footnote 115), IF references to Sections 13
                                   (Limitations) and 14.10 (Miscellaneous) are deleted. Referencing Section 13 here implies that there is a legitimate
                                   concern that certain obligations would exist after the termination of the contract when they did not exist during the
                                   term of such contract. Such a concern is without merit and hence any mention of Section 13 would be
                                   unacceptable. In the same manner, applying this provision to Section 14.10 implies that the confidentiality
                                   requirements regarding the contract should last indefinitely. This contradicts the confidentiality clause under
                                   Section 14.10, which limits such obligations to ―one year from the expiration of the transaction.‖ Therefore, we
                                   strongly recommend deleting references to Section 13 and 14.10 in the proposed language for this section.
Interested LDCs   14.1             The Interested LDCs recommend keeping the parenthetical clause in the second sentence of Section 14.1 (footnote         Declined on
                                   116), as it tends to mitigate the prospect of litigation. Footnote 118 addresses the concept that is in footnote 117    2/16/06
                                   albeit in greater detail; we recommend, however, conceptually mirroring this section with Section 10.1 by deleting
                                   footnote 117 and replacing footnote 118 with the phrase, ―as long as such entity has provided Adequate Assurance
                                   of Performance in the manner required under Section 10.1.‖ This clearly specifies the requirements for the assignor
                                   (or assigning party) with language that is analogous to Section 10.1.

                                   The language in footnote 119 is partly already addressed in footnote 118 (or the language proposed above to
                                   replace the footnote) and thus unnecessary. Furthermore, this proposal could apply only if the Credit Support
                                   Addendum used by the counterparties provides for a transfer of the Guaranty from the assignor (or assigning party)



                                                                        54 of 64
                                       NAESB WGQ Contracts Subcommittee
                            Compilation of Initial Comments Submitted for Request R05014
                                              Compiled October 21, 2005
                                                Revised March 16, 2006
Organization      Section     Comment                                                                                                                        Outcome
                              to the assignee (or non-assigning party). Credit Support Addendum are well fitted for such particular provisions
                              that reflect the specific requirements of individual parties. We therefore oppose inserting into the Base Contract
                              such language that is concerned with particular rather than universal cases and is more appropriate for a special
                              provision.
Interested LDCs   14.3        The original language in this section constitutes standard wording that is widely used in contracts today.
                              Furthermore, waivers are commonly made in the course of dealing, and there is no requirement in the law that such
                              waivers be made in writing. We support maintaining the original language, as it accommodates the law and
                              widespread practice.
Interested LDCs   14.5        The concept of a waiver that is presented in footnote 123, and repeated in varying form in footnoted 124, is not
                              widely applicable. Waivers of jury trials may apply in particular circumstances; however the practice is certainly
                              not applicable to most cases or in all jurisdictions. The existing provision reflects this fact. To the extent individual
                              parties elect to waive a jury trial, they should negotiate such a waiver in special provisions to the contract. The
                              Interested LDCs therefore do not support including such a waiver as a blanket practice into the Base Contract. We
                              reject also the proposal in footnote 124 to uniformly submit all parties to a contract to the laws of a specific state
                              and place the venue of Proceedings in the courts of that particular state.
Interested LDCs   14.10       The inclusion of ―Affiliates‖ (footnote 125) into the parenthetical exceptions to the provision under Section 14.10,
                              thereby allowing disclosures of the terms of transactions to affiliates, is likely to conflict with existing state affiliate
                              rules. Moreover, disclosure of the terms of individual deals to ―credit reporting agencies‖ (footnote 126) runs
                              counter to the spirit of this section which protects counterparties from the possible adverse consequences of
                              disclosing sensitive information to third parties by requiring prior written consent to such disclosures. Consent to
                              such disclosures is best handled by exception and in writing. Footnote 128 also contradicts the intent this section:
                              The names of counterparties to individual transactions should not be disclosed, except when otherwise agreed to
                              between the parties or required by law. Accordingly, we oppose the addition to the Base Contract of the language
                              proposed in footnotes 125, 126 and 128. While we support the revision in footnote 127 to include routine
                              regulatory reporting requirements in the exceptions to non-disclosures, we suggest replacing the word ―gas‖ with
                              ―fuel.‖ Finally, the insertion of the clause regarding direct damages (footnote 129) appears to be a misplaced
                              comment; thus we recommend deleting this language from this section.
Interested LDCs   10          The Interested LDCs find that the existing language within Section 10 of the Base Contract, coupled with the
                              ability of parties to negotiate freely by means of special provisions, has worked very well throughout the natural
                              energy industry. Thus, we do not support the revisions that have been proposed to this section except,
                              conditionally, those made to Section 10.10, which offers new and specific information. The proposed language in
                              general would be better suited for special provisions as negotiated between parties to the contract.
Interested LDCs   10.1        Specifically, the language proposed in footnotes 93 and 94 would be better suited for inclusion in Special
                              Provisions but not in the Base Contract. We therefore do not support the inclusion of such proposed language and
                              propose maintaining the existing provision under Section 10.2.
Interested LDCs   10.3.2      Specifically, the language proposed in footnotes 93 and 94 would be better suited for inclusion in Special
                              Provisions but not in the Base Contract. We therefore do not support the inclusion of such proposed language and
                              propose maintaining the existing provision under Section 10.2.
Interested LDCs   11          The Base Contract is intended to cover generic procedures or transactions, and the inclusion of LNG-specific
                              events under Force Majeure implies that local events qualify as a legitimate cause for claiming protections from
                              liability under the Force Majeure provisions of the contract.



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                            Compilation of Initial Comments Submitted for Request R05014
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                                                Revised March 16, 2006
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                              We believe that Force Majeure language should cover LNG-specific events only when it can be sourced to LNG,
                              and in such a case, it should be handled in Special Provisions. At the very least, we believe that it would be
                              premature to include provisions tied specifically to LNG at this point, with the current state of transparency and
                              liquidity within the energy market. And at the most, the Interested LDCs share a concern that inclusion of LNG
                              under Force Majeure would allow the counterparty to expand the definition of Force Majeure and could be used to
                              suspend performance, which would pose a reliability risk for LDCs serving their customers. Therefore, the
                              Interested LDCs at this time oppose the inclusion of language specifying LNG-specific events under Force Majeure
                              provisions.
Interested LDCs   12          We would support the revisions proposed under Section 12 (footnote 115), if references to Sections 13
                              (Limitations) and 14.10 (Miscellaneous) are deleted. Referencing Section 13 here implies that there is a legitimate
                              concern that certain obligations would exist after the termination of the contract when they did not exist during the
                              term of such contract. Such a concern is without merit and hence any mention of Section 13 would be
                              unacceptable. In the same manner, applying this provision to Section 14.10 implies that the confidentiality
                              requirements regarding the contract should last indefinitely. This contradicts the confidentiality clause under
                              Section 14.10, which limits such obligations to ―one year from the expiration of the transaction.‖ Therefore, we
                              strongly recommend deleting references to Section 13 and 14.10 in the proposed language for this section.
Interested LDCs   14.1        The Interested LDCs recommend keeping the parenthetical clause in the second sentence of Section 14.1 (footnote
                              116), as it tends to mitigate the prospect of litigation. Footnote 118 addresses the concept that is in footnote 117
                              albeit in greater detail; we recommend, however, conceptually mirroring this section with Section 10.1 by deleting
                              footnote 117 and replacing footnote 118 with the phrase, ―as long as such entity has provided Adequate Assurance
                              of Performance in the manner required under Section 10.1.‖ This clearly specifies the requirements for the assignor
                              (or assigning party) with language that is analogous to Section 10.1. The language in footnote 119 is partly already
                              addressed in footnote 118 (or in the language proposed above to replace footnote 118) and thus is unnecessary.
                              Furthermore, this proposal could apply only if the Credit Support Addendum used by the counterparties provides
                              for a transfer of the Guaranty from the assignor (or assigning party) to the assignee (or non-assigning party). The
                              Credit Support Addendum is well fitted for such particular provisions that reflect the specific requirements of
                              individual parties. We therefore oppose inserting into the Base Contract such language that is concerned with
                              particular rather than universal cases and is more appropriate for a special provision.
Interested LDCs   14.3        The original language in this section constitutes standard wording that is widely used in contracts today.
                              Furthermore, waivers are commonly made in the course of dealing, and there is no requirement in the law that such
                              waivers be made in writing. We support maintaining the original language, as it accommodates the law and
                              widespread practice.
Interested LDCs   14.5        The concept of a waiver that is presented in footnote 123, and repeated in varying form in footnote 124, is not
                              widely applicable. Waivers of jury trials may apply in particular circumstances; however the practice is certainly
                              not applicable to most cases or in all jurisdictions. The existing provision reflects this fact. To the extent individual
                              parties elect to waive a jury trial, they should negotiate such a waiver in special provisions to the contract. The
                              Interested LDCs therefore do not support including such a waiver as a blanket practice into the Base Contract. We
                              reject also the proposal in footnote 124 to uniformly submit all parties to a contract to the laws of a specific state
                              and place the venue of Proceedings in the courts of that particular state.
Interested LDCs   14.10       The inclusion of ―Affiliates‖ (footnote 125) into the parenthetical exceptions to the provision under Section 14.10,
                              thereby allowing disclosures of the terms of transactions to affiliates, is likely to conflict with existing state affiliate



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                                               NAESB WGQ Contracts Subcommittee
                                    Compilation of Initial Comments Submitted for Request R05014
                                                      Compiled October 21, 2005
                                                        Revised March 16, 2006
Organization      Section             Comment                                                                                                                Outcome
                                      rules. Moreover, disclosure of the terms of individual deals to ―credit reporting agencies‖ (footnote 126) runs
                                      counter to the spirit of this section which protects counterparties from the possible adverse consequences of
                                      disclosing sensitive information to third parties by requiring prior written consent to such disclosures. Consent to
                                      such disclosures is best handled by exception and in writing. Footnote 128 also contradicts the intent of this
                                      section: The names of counterparties to individual transactions should not be disclosed, except when otherwise
                                      agreed to between the parties or required by law. Accordingly, we oppose the addition to the Base Contract of the
                                      language proposed in footnotes 125, 126 and 128.
                                      While we support the revision in footnote 127 to include routine regulatory reporting requirements in the
                                      exceptions to non-disclosures, we suggest replacing the word ―gas‖ with ―fuel.‖ Finally, the insertion of the clause
                                      regarding direct damages (footnote 129) appears to be a misplaced comment; thus we recommend deleting this
                                      language from this section
Interested LDCs   14.11, 14.11.1,     While the provisions in footnotes 132 and 133, which address market disruptions and pricing, conceptually make
                  14.13               sense, it would be difficult to develop a standard methodology for determining pricing. In certain situations
                                      language of this type would have considerable merit, but because it is not suitable for standardization, we
                                      recommend it be placed in special provisions to the contract.
Interested LDCs   14                  We do not support the provision in footnote 132, which has to do with substitute pricing where a specific index is     Language
                                      not available. While the concept is acceptable, the actual formula or methodology for determining a replacement        added to
                                      Contract price due to a missing ―Index Component‖ cannot be standardized or universally applied. Such specific         redline
                                      approaches should be negotiated between counterparties as special provisions.                                          contract for
                                      The proposed language in footnote 133, which deals with digital records as legal evidence, has some merit from a       further
                                      technologic perspective; as written, however, it could impair an attorney’s ability to challenge the authenticity of   discussion
                                      the electronic record. We thus propose replacing this provision with the following language, which address the         on 2/16/06
                                      requirement for proper document authentication:

                                      “Any original executed Base Contract, Transaction Confirmation or other related document may be
                                      digitally copied, photocopied stored on computer tapes and disks (the “Imaged Agreement”). The Imaged
                                      Agreement, if introduced as evidenced on paper, the Transaction Confirmation, if introduced as evidence
                                      in automated facsimile form, the Recording, if introduced as evidence in its original form and as
                                      transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed
                                      format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between
                                      the parties to the same extent and under the same conditions as other business records originated and
                                      maintained in documentary form. Neither Party shall object to the admissibility of the recording, the
                                      Transaction Confirmation or the Imaged Agreement on the basis that such were not originated or
                                      maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence
                                      but preserve all other objections as to admissibility.”

                                      Finally, the Interested LDCs oppose the proposal in footnote 134, regarding representations and warranties of
                                      contracting parties, because (1) it is in part covered by the Adequate Assurance of Performance provision in
                                      Section 10.1, and (2) it characterizes the Base Contract as a ―forward contract‖ and parties to it as ―forward
                                      contract merchants‖—something which may be determined only in the proper legal forum and might not be upheld
                                      by a court of law. Thus, while the protections this provision seeks in the form of warranties and representations



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                                              Compiled October 21, 2005
                                                Revised March 16, 2006
Organization      Section     Comment                                                                                                                    Outcome
                              might bind the counterparties to the agreement, it would not necessarily bind a third party, such as a court, to this
                              agreement between the two parties.
Interested LDCs   14.13       While arbitration (footnotes 131 and 134 in part) is one of many remedies sought in the industry to resolve disputes
                              or breaches related to the Base Contract, it is not a universally adopted paradigm. Thus requirements for arbitration
                              are not suitable as an industry standard and therefore should be left to Special Provisions as negotiated between the
                              parties. We suggest addressing the issue of disputes on what constitutes Adequate Assurance of Performance,
                              beyond what is delineated in Section 10, by clarifying that disputing parties with respect to nonComments of
                              Interested LDCs on Proposed Changes to NAESB Base Contract for Purchase and Sale of Natural Gas, 02/15/06
                              Page 4 of 4 performance should first follow the Base Contract, as addressed in Section 10 and the relevant
                              definitions, and second, if there is a gap, the parties should look to the Uniform Commercial Code (UCC) for a
                              resolution. Rather than cherry-pick provisions from the UCC (such as those having to do with arbitration), the
                              Interested LDCs propose inserting an order of priority clause in Section 14 that would address how parties should
                              resolve non-performance disputes. This general statement would clarify that, in the event of a dispute, to the extent
                              it expressly provides for the matter, the NAESB Contract will prevail; otherwise, where the contract is silent, the
                              UCC will prevail. On the other hand, to the extent the contract contradicts the UCC, the contract will prevail (i.e. it
                              will not be overridden by the UCC). Accordingly, we proposed the following specific language as an inclusion
                              under Section 14:

                              “Each party agrees that the provisions of this Base Contract supersede and replace in their entirety any
                              requirements of law relating to adequate assurance of future performance, including without limitation Article 2 of
                              the Uniform Commercial Code (UCC). This notwithstanding, the parties acknowledge that this Base Contract and
                              the Special Provisions document the terms of a contract for the sale of goods and that the applicable provisions of
                              Article 2 of the UCC shall apply to the Transactions set forth herein.”

                              The companies comprising the Interested LDC group are active participants in NAESB and appreciate the efforts
                              of the NAESB WGQ Subcommittee and the opportunity to comment on the proposed revision to the NAESB Base
                              Contract.
ConEd of NY       11.2        Force Majeure shall be limited to the following events or acts to the extent they materially affect the ability of a
                              party to perform its Firm obligations under this Agreement: (i) physical and weather-related events affecting an
                              entire geographic region, such as: acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings,
                              such as hurricanes, which result in evacuation of such entire geographic area, floods, washouts, explosions, and
                              low temperatures which cause freezing or failure of wells or lines of pipe; ; (ii) interruption and/or curtailment of
                              Firm transportation and/or storage by Transporters; (iii) acts of others such as strikes, lockouts or other industrial
                              disturbances, riots, terrorist attacks, sabotage, insurrections or wars; and (iv) governmental actions such as
                              necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law
                              promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to
                              avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order
                              to resume performance.
ConEd of NY       11.3        Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is
                              affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm
                              transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed use



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                                                      Revised March 16, 2006
Organization            Section     Comment                                                                                                                     Outcome
                                    reasonable efforts to overcome the condition or otherwise remedy the condition and resume the performance of
                                    such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation,
                                    Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to
                                    purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in
                                    whole or in part, the pass through of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or
                                    Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; (v)
                                    the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2;
                                    or (vi) partial or entire failure of LNG facilities and specific wells, including without limitation, well blow outs and
                                    well craterings. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance
                                    Charges.
ConEd of NY             11.5        The party whose performance is prevented by Force Majeure must provide notice to the other party. Initial notice
                                    may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required
                                    as soon as reasonably possible. Upon providing written notice of Force Majeure to the other party, the affected
                                    party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of
                                    Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have
                                    failed in such obligations to the other during such occurrence or event; provided, however, that in the event of a
                                    Force Majeure affecting some, but not all, of Seller’s gas supplies accessible at the Delivery Point(s) provided for
                                    in the Transaction confirmation(s) hereunder, Buyer, at a minimum, shall be entitled to a pro rata allocation of
                                    available gas supplies among Seller’s Firm buyers at said Delivery Point(s) and any failure by Seller to make such
                                    allocation and deliveries shall not be excused by Force Majeure.
Language from the EEI   14          Optional Language for Transactions with Index-based pricing that addresses the possibility that an Index is                 Accepted in
submitted for review                altered or is no longer available                                                                                           part and
                                    The language set forth below may be appropriate for inclusion under the "Other Changes" section of the Cover                declined in
                                    Sheet if Transactions with index-based pricing are envisioned, and the parties desire to provide for an alternative         part on
                                    basis for determining the Contract Price should the relevant index be substantially altered or no longer published.         3/9/06:
                                    Other Changes                                                                                                               Accepted
                                    Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information         Calculation
                                    source, then the following provisions shall be applicable to such Transaction.                                              of Flow
                                    Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the            Price and
                                    affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the         Corrections
                                    first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price           to Published
                                    is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption              Prices for
                                    Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method         further
                                    for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day              discussion
                                    following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price
                                    shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest
                                    credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to
                                    make an extension of credit.
                                    "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a
                                    Transaction.
                                    "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified in the relevant



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                                           Compiled October 21, 2005
                                             Revised March 16, 2006
Organization   Section     Comment                                                                                                                      Outcome
                           Transaction.
                           "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source.
                           "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a) the failure of
                           the Price Source to announce or publish the specified Floating Price or information necessary for determining the
                           Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of
                           trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a
                           Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the
                           temporary or permanent closing of any Exchange specified for determining a Floating Price; or (e) a material
                           change in the formula for or the method of determining the Floating Price.
                           "Price Source" means, in respect of a Transaction, the publication (or such other origin of reference, including an
                           Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated)
                           specified in the relevant Transaction.
                           "Trading Day" means a day in respect of which the relevant Price Source published the Floating Price.

                           Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or
                           announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the
                           correction is published or announced by the person responsible for that publication or announcement within two (2)
                           years of the original publication or announcement, either Party may notify the other Party of (i) that correction and
                           (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after
                           publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that
                           originally either received or retained such amount will, not later than three (3) Business Days after the
                           effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount,
                           together with interest at the Interest Rate for the period from and including the day on which payment originally
                           was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction.

                           Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded
                           to three (3) decimal places. If the fourth (4th) decimal number is five (5) or greater, then the third (3rd) decimal
                           number shall be increased by one (1), and if the fourth (4th) decimal number is less than five (5), then the third
                           (3rd) decimal number shall remain unchanged.

NiSource       2           2.15 "Credit Support Obligation(s)" shall mean any obligation(s) to provide or establish credit support for, or on           Declined by
                           behalf of, a party to this contract such as an irrevocable standby letter of credit, a margin agreement, a prepayment,       Subcommitte
                           a security interest in an asset, cash, guaranty, or other good and sufficient security of a continuing nature. The           e in favor of
                           issuer of any such security and/or the guarantor must be acceptable to the other party at its sole discretion. The           alternative
                           other party agrees to act in a reasonable manner in evaluating such issuer and/or guarantor.                                 definition on
                                                                                                                                                        3/9/06
Sempra         11          11.1       Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and              Accepted for
                           Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to   further
                           the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause             discussion
                           affecting the Delivery Point not reasonably within the control of the party claiming suspension, as further defined in       on 3/9/06



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                         Compilation of Initial Comments Submitted for Request R05014
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                                             Revised March 16, 2006
Organization   Section     Comment                                                                                                                        Outcome
                           Section 11.2.

                           11.3        Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance
                           is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm
                           transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to
                           remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or
                           (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous
                           price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract
                           Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement;
                           (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as
                           provided in Section 11.2 with respect to the Delivery Point; or (v) the loss or failure of Seller’s gas supply or depletion
                           of reserves, except, in either case, as provided in Section 11.2 with respect to the Delivery Point. The party claiming
                           Force Majeure shall not be excused from its responsibility for Imbalance Charges.

Cinergy        10          BILATERAL SETOFF OPTION                                                                        Accepted on
                                                                                                                          3/9/06
                            The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as indicated
                            on the Base Contract.
                            Other Agreement Setoffs Apply:
                                 10.3.2     The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under
                            Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the
                            “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any
                            Net Settlement Amount against (i) any margin or other collateral held by a party in connection with any Credit Support Obligation
                            relating to the Contract; and (ii) any amount(s) (including any excess cash margin or collateral) owed or held by the party that is
                            entitled to the Net Settlement Amount under any other agreement or arrangement between the parties. The amount resulting under
                            any setoff pursuant to the preceding sentence shall be referred to as the “Final Payment Amount”.
                            Other Agreement Setoffs Do Not Apply:
                                 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under
                            Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the
                            “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any
                            Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating
                            to the Contract.
                               10.3.3    If any obligation that is to be included in any netting, aggregation or setoff pursuant to
                          Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and
                          net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party
                          accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is
                          included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net
                          present value in a commercially reasonable manner determined by the Non-Defaulting Party.




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                                           Compiled October 21, 2005
                                             Revised March 16, 2006
Organization   Section     Comment                                                                                                               Outcome
                                10.4. As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party
                           to the Defaulting Party of the Net Settlement Amount or Final Payment Amount, as applicable, and
                           whether the Net Settlement Amount or Final Payment Amount is due to or due from the Non-Defaulting
                           Party. The Notice shall include a written statement explaining in reasonable detail the calculation of
                           such amount, provided that failure to give such Notice shall not affect the validity or enforceability of the
                           liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net
                           Settlement Amount or Final Payment Amount shall be paid by the close of business on the second
                           Business Day following such Notice, which date shall not be earlier than the Early Termination Date.
                           Interest on any unpaid portion of the Net Settlement Amount shall accrue from the date due until the date of
                           payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates"
                           by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

                           TRIANGULAR SETOFF OPTION:
                           10.3.2 The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing
                           between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single
                           liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option
                           and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement
                           Amount against (i) any margin or other collateral held by a party in connection with any Credit Support
                           Obligation relating to the Contract; and (ii) any amount(s) (including any excess cash margin or
                           collateral) owed or held by the party that is entitled to the Net Settlement Amount or owed to or by or
                           held by an Affiliate of the Non-Defaulting Party, in each case, under any other agreement or
                           arrangement between the parties. The amount resulting under any setoff pursuant to the preceding
                           sentence shall be referred to as the “Final Payment Amount”.




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                                                           Compiled October 21, 2005
                                                             Revised March 16, 2006

Table of Links to Source and Reference Documents:

Document Name:                                                                                      Location:
Original Comments received prior to October 11, 2005
Blackline with Comments Submitted by M. Braddy, BG LNG Services, LLC                                http://www.naesb.org/pdf2/wgq_contracts101105w2.doc
Comments from WGQ Meetings on ISDA Submitted by K. Sappenfield                                      http://www.naesb.org/pdf2/wgq_contracts101105w3.doc
Comments from Coral Energy Resources, L.P. and Shell NA LNG LLC, Submitted by R. Rich, Bracewell    http://www.naesb.org/pdf2/wgq_contracts101105w4.pdf
    & Giuliani LLP
Comments from American Electric Power Service Corporation, Submitted by L. Thompson, AEP            http://www.naesb.org/pdf2/wgq_contracts101105w5.doc
Comments from Williams Power Company, Inc., Submitted by T. Noulles, The Williams Companies, Inc.   http://www.naesb.org/pdf2/wgq_contracts101105w6.doc
Revised Sample Alternate Cover Page Submitted by D.Gussow, FPL                                      http://www.naesb.org/pdf2/wgq_contracts101105w7.doc
Redlined NAESB GTC Mods. Submitted by D.Gussow, FPL                                                 http://www.naesb.org/pdf2/wgq_contracts101105w8.doc
Exhibit A Sample Trans. Conf. Submitted by D.Gussow, FPL                                            http://www.naesb.org/pdf2/wgq_contracts101105w9.doc
Exhibit B (FPL Example - FEDI Agmt.) Submitted by D.Gussow, FPL                                     http://www.naesb.org/pdf2/wgq_contracts101105w10.doc
Addendum #1 Sample Gas Contact List Submitted by D.Gussow, FPL                                      http://www.naesb.org/pdf2/wgq_contracts101105w11.doc
Comments Submitted by E.Klecka, Cinergy Marketing & Trading                                         http://www.naesb.org/pdf2/wgq_contracts101105w12.doc
Comments Submitted by S.Butler, Consolidated Edison of New York                                     http://www.naesb.org/pdf2/wgq_contracts101105w13.doc
Comments Submitted by E.Kohnke, Louis Dreyfus Holding Company                                       http://www.naesb.org/pdf2/wgq_contracts101105w14.doc
Comments Submitted by K.Sappenfield, EnCana Marketing                                               http://www.naesb.org/pdf2/wgq_contracts101105w16.doc
Comments Submitted by M.Novak, National Fuel Gas Distribution                                       http://www.naesb.org/pdf2/wgq_contracts101105w17.doc

Comments Received after October 11, 2005:
Cinergy Comments on Compilation of Comments (scope of Mission Statement)                            http://www.naesb.org/pdf2/wgq_contracts121405w1.doc
BG LNG Comments on Compilation of Comments (scope of Mission Statement)                             http://www.naesb.org/pdf2/wgq_contracts121405w2.doc
NiSource Comments on Compilation of Comments submitted by G. Simmons (submitted: 01/04/06)          http://www.naesb.org/pdf2/wgq_contracts011006w1.doc
Cinergy Comments on Section 3.2 (Cover Standard) submitted by E. Klecka (submitted: 01/06/06)       http://www.naesb.org/pdf2/wgq_contracts011006w3.doc
The People’s Natural Gas Company (PA) Comments on Section 14 submitted C. Colombo (submitted:       http://www.naesb.org/pdf2/wgq_contracts011006w4.doc
01/05/06)
NJR Comments on Force Majeure, proposed Section 11.7 submitted by D. Veltre (submitted: 01/06/06)   http://www.naesb.org/pdf2/wgq_contracts011006w5.doc
Interested LDCs Comments on Section 9.1 (submitted: 01/09/06)                                       http://www.naesb.org/pdf2/wgq_contracts011006w8.pdf
Consolidated Edison of NY submitted by S. Butler (submitted: 01/10/06)                              http://www.naesb.org/pdf2/wgq_contracts011006w9.doc
Interested LDCs Comments on Sections 10, 11, 12, and 14 (submitted 1/20/2006)                       http://www.naesb.org/pdf2/wgq_contracts012406w1.pdf
3rd Revision - Comments of Interested LDCs Regarding Proposed Changes to date to the NAESB Base     http://www.naesb.org/pdf2/wgq_contracts021606w3.pdf
Contract for Purchase and Sale of Natural Gas (submitted 2/15/06)
Comments Submitted by S.Butler, Consolidated Edison (submitted 2/15/06)                             http://www.naesb.org/pdf2/wgq_contracts021606w4.doc
EEI Market Disruption Language                                                                      http://www.naesb.org/pdf2/wgq_contracts030906w1.doc
NiSource Comments on Definition of Credit Support Obligation                                        http://www.naesb.org/pdf2/wgq_contracts030906w2.doc
Sempra Energy’s Comments on Section 11                                                              http://www.naesb.org/pdf2/wgq_contracts030906w3.doc
Cinergy Comments on Setoff Langauge (submitted 2/27/06)                                             http://www.naesb.org/pdf2/wgq_contracts030906w5.doc



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