<PAGE>
                                                                   EXHIBIT 10.55
                            MASTER NETTING, SETOFF,
                             AND SECURITY AGREEMENT

This Master Netting, Setoff, and Security Agreement (and the Collateral Annex,
collectively this "Agreement") is made and entered into effective as of December
2, 2002 (the Effective Date") by and between Midland Cogeneration Venture
Limited Partnership (hereinafter referred to as "MCV") and El Paso Merchant
Energy, L.P. ("EPME").

                                    RECITALS

         WHEREAS, the Parties have entered into (A) the agreements listed on
Schedule A, (B) may enter into future master agreements (each of (A) and (B)
being an "Underlying Master Agreement"), and (C) have entered into or may enter
into agreements via documents and other confirming evidence establishing the
terms and conditions of a particular transaction to the extent that an
Underlying Master Agreement does not govern any such transaction(s), all of (A),
(B) and (C) being "forward contracts," "commodities contracts," and/or "swap
agreements" as defined in Title 11 of the United States Bankruptcy Code (the
"Code") for the purchase, sale and/or exchange of physical commodities
(including, without limitation, natural gas, crude oil, fuel oil, gasoline,
petroleum-related products, electric power, electric capacity, natural gas
liquids, coal, and emissions), transportation rights, transportation capacity,
transmission rights, transmission capacity, goods (as such term is defined in
the UCC), swaps, options, derivatives, or any other security, contract right,
instrument or item (whether similar or dissimilar to the foregoing) that are
currently bought, sold, and/or exchanged or capable of being bought, sold and/or
exchanged in the future (each a "Transaction", as later defined herein, whether
under (A) (B)or (C)) that shall be governed by this Agreement;

         WHEREAS, each Party desires to provide in this Agreement for, among
other things, (i) its right to accelerate, liquidate, terminate, net, setoff,
recover against, and apply Performance Assurance upon the terms and conditions
set forth in this Agreement, (ii) the determination of the Collateral
Requirements of the other Party under this Agreement, and (iii) to treat this
Agreement, the Underlying Master Agreements, and all Transactions (existing and
hereinafter entered into) as a single agreement for the purposes set forth
herein.

         NOW THEREFORE, for and in consideration of the mutual agreements herein
made and other good and valuable consideration, including, without limitation,
certain amendments to the Underlying Master Agreements and Transactions, the
receipt and sufficiency of which are hereby acknowledged, and in reliance upon
the Parties' agreement and intent that this Agreement, the Underlying Master
Agreements, and all Transactions are one single integrated agreement, each Party
agrees as follows:

                  SECTION 1. DEFINITIONS.

(a) In the event of any conflict or inconsistency between a term defined herein
and in any of the Underlying Master Agreements or Transactions, such term as
used in this Agreement shall govern and have the meaning ascribed to it in this
Agreement for purposes of this Agreement. The Parties will use all reasonable
efforts to construe the definitions used in this Agreement consistent with those
in the Underlying Master Agreements and/or Transactions to


<PAGE>

the extent there are any apparent inconsistencies. All references are to this
Agreement unless otherwise expressly stated.

         (b) The following terms used in this Agreement are defined as follows:

         "Additional Default Events" shall have the meaning set forth in Section
2(b).

         "Additional Termination Rights" shall have the meaning set forth in
Section 2(b).

         "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person. For purposes of the
foregoing definition, "control" means the direct or indirect beneficial
ownership of more than fifty percent of the outstanding capital stock, other
equity interests or interests having ordinary voting power, and "Person" as used
in this definition means any entity except an individual.

         "Aggregate Delinquency Amount" means US$1,000,000.

         "Applicable Rate" for any date means the rate per annum equal to that
set forth in the Selected Interest Rates (weekly) designated as H.15, of the
Federal Reserve Statistical Release published by the Board of Governors of the
Federal Reserve System, or any successor publication.

         "Bankruptcy" means, with respect to any Person, (i) the filing by such
Person of a petition seeking to adjudicate such Person a bankrupt or an
insolvent or otherwise commencing, authorizing or acquiescing in the
commencement of a proceeding or cause of action seeking dissolution,
liquidation, winding up, reorganization, arrangement, debt adjustment,
restructuring protection, or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect; (ii) the seeking by such Person of the appointment of a trustee,
receiver, liquidator, custodian or other similar official over it or any
substantial part of its property, or consenting to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or taking any corporate action to
authorize any of the foregoing; (iii) the commencement of an involuntary case or
other proceeding against such Person seeking dissolution, liquidation, winding
up, reorganization, arrangement, debt adjustment, restructuring protection,
composition or other relief with respect to such Person or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official over such Person or any substantial part of its property, and
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of 15 days; (iv) the making of an assignment or any general
arrangement for the benefit of creditors, (v) such Person otherwise becoming
bankrupt or insolvent (however evidenced), (vi) such Person generally being
unable or admitting its inability to pay its debts as they fall due (or
otherwise generally failing to pay its debts as they fall due), or (vii) such
Person filing an answer or other pleading admitting or failing to contest the
allegations of a petition filed against it in any proceeding of the foregoing
nature, or taking any other action to authorize any of the actions set forth
above.



                                       2
<PAGE>

         "Business Day" means any day except Saturday, Sunday, a Federal Reserve
Bank holiday, or any other recognized holiday where commercial banks are not
open for general business in New York, New York.

         "Collateral Annex" means the Collateral Annex attached hereto as Annex
A, which is a part of this Agreement.

         "Costs" means, with respect to a Non-defaulting Party, brokerage fees,
commissions and other similar third party transaction costs and expenses
(including reasonable attorneys' fees and expenses) (exclusive of Losses)
expressed as a positive number that such Non-defaulting Party incurs or would
reasonably be expected to incur, or realizes, or would reasonably be expected to
realize either in terminating any arrangement pursuant to which it has hedged
its obligations or entering into new arrangements which replace a terminated
Transaction.

         "Default" has the meaning set forth in Section 2(d).

         "Default Rate" means, for any date, a rate per annum equal to the
lesser of (a) the per annum rate of interest equal to the then effective prime
lending rate as may from time to time be published in The Wall Street Journal
under "Money Rates" on such day (or if not published, on such day on the most
recent preceding day on which published), plus two percent (2%), and (b) the
maximum non-usurious interest rate allowed by law.

         "Defaulting Party" means (i) MCV when a Default has occurred with
respect to MCV and (ii) EPME when a Default has occurred with respect to EPME.

         "Discount Rate" means a rate per annum equal to the lesser of (a) a
rate per annum of interest equal to the then effective one-month London
Interbank Offered Rate (LIBOR) determined daily as provided under the heading
"Money Rates" in The Wall Street Journal plus one percent (1%); and (b) the
maximum non-usurious interest rate allowed by law.

         "Early Termination Date" shall have the meaning set forth in Section
3(c).

         "Eligible Collateral" means Cash or a Letter of Credit eligible to be
provided, pledged, or transferred by a Party, as applicable, (including, without
limitation, any such collateral eligible to be transferred by the Qualified
Institution on behalf of any such Party) to secure payment or performance of any
of its Obligations to the other Party, as applicable, under this Agreement, the
Underlying Master Agreements and/or Transactions.

         "EPME" means El Paso Merchant Energy, L.P., a Delaware limited
partnership.

         "Final Settlement Amount" has the meaning set forth in Section 4(a).

         "Gains" means, with respect to any Party, an amount, expressed as a
negative number, equal to the present value (discounted at the Discount Rate) of
the economic benefit, if any (exclusive of Costs), resulting from the
termination of a Transaction pursuant to Section 3 hereof.



                                       3
<PAGE>

         "GISB Defaults" shall mean the terms and conditions set forth in
subparagraphs (i)-(v) of Section 10.1 of the Base Contract for Short-Term Sale
and Purchase of Natural Gas copyrighted by the Gas Industry Standards Board,
Inc., or its successor in interest.

         "Guaranty" means the document or agreement pursuant to which a
Guarantor provides credit support for the Obligations of a Party.

         "Guarantor" with respect to any Party means any other Person providing
credit support for the Obligations of such Party, including, without limitation,
any credit support provider under any Underlying Master Agreement or
Transaction.

         "ICE" means Intercontinental Exchange, LLC, or its successor.

         "Kiodex" means Kiodex, Inc., a company headquartered in New York, New
York that provides propriety independent market data integrated with valuation
models, or its successor.

         "Losses" means, with respect to any Party, an amount, expressed as a
positive number, equal to the present value (discounted at the Discount Rate) of
the economic loss, if any (exclusive of Costs), resulting from the termination
of a Transaction pursuant to Section 3 hereof.

         "MCV" means Midland Cogeneration Venture Limited Partnership, a
Michigan limited partnership.

         "Monthly Final Settlement Amount" means, as of the last Business Day of
each applicable calendar month, the amount equal to the sum of (i) the Final
Settlement Amount less the Total Unpaid Amounts divided by the lesser of (a)
thirty-six (36) months and (b) the number of months remaining in the term of the
Transaction with the latest expiration date and (ii) interest accrued (at the
Discount Rate) on the outstanding unpaid portion of the Final Settlement Amount
from the day the Final Settlement Amount would have been due.

         "Non-defaulting Party" means (i) MCV when EPME is the Defaulting Party
and (ii) EPME when MCV is the Defaulting Party.

         "Obligation" or "Obligations" means, with respect to a Party, each and
every obligation or liability for which such Party is bound to the other Party
under an Underlying Master Agreement, a Transaction, or this Agreement and
whether financial or physical, including, without limitation, (i) payment and
delivery obligations, (ii) each and every other obligation or requirement,
including the payment of any debts, damages and/or obligations (without
limitation including payments due with respect to any terminated Transactions),
(iii) each and every obligation or requirement arising under a Guaranty issued
pursuant to any Underlying Master Agreement, Transaction, or this Agreement that
such Party has provided to the other Party, (iv) each and every obligation or
requirement under any Underlying Master Agreement, a Transaction, or this
Agreement to maintain or deliver Eligible Collateral/Performance Assurance with
respect thereto (whether or not performance is due), or in connection with a
Guaranty, or acceleration, termination, or liquidation of a Guaranty, whether
arising under any Underlying Master Agreement, a Transaction, or this Agreement,
heretofore or hereafter, and whether fixed,



                                       4
<PAGE>

matured, liquidated, or unliquidated; and (v) any indemnity obligations under
this Agreement, the Underlying Master Agreement or Transactions.

         "Party" means MCV and EPME as the context indicates, and "Parties"
means both of the foregoing.

         "Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a joint venture, a trust, an unincorporated
organization, or any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

         "Potential Event of Default" means any event which, but for the giving
of notice and the expiration of any applicable cure period, would constitute a
Default under Sections 2(d)(i) or 2(d)(iii).

         "Settlement Amount" means, with respect to a terminated Transaction and
a Non-defaulting Party, the difference between (i) the sum of (a) Losses or
Gains, (b) Costs and (c) Unpaid Amounts owed by the Defaulting Party to the
Non-defaulting Party with respect to such terminated Transaction with respect to
periods prior to the Early Termination Date and (ii) the Unpaid Amounts owed by
such Non-defaulting Party to the Defaulting Party with respect to such
terminated Transaction with respect to periods prior to the Early Termination
Date; and if such amount is owed to the Non-defaulting Party, that number shall
be expressed as a positive number. In determining Gains/Losses, the
Non-defaulting Party shall not be required to enter into any replacement
transaction in order to determine the respective calculations. Gains and Losses
applicable to each Transaction shall, to the extent practicable, be determined
by reference to information either available to it internally or supplied by one
or more third parties including, without limitation, quotations (either firm or
indicative) of relevant prices, rates, yields, yield curves, spreads,
volatilities or other relevant market data for the relevant markets, and may
include information obtained through NYMEX, ICE, Kiodex or other such
information that may be published in the market place, with adjustments in good
faith as may be necessary to account for sufficient quantities of the
commodities comparable to the subject of such Transaction in the same relative
market, having the same delivery point (or a comparable delivery point for the
subject Transaction, as determined in good faith by the Non-defaulting Party)
with such adjustments for any basis differential that the Non-defaulting Party
reasonably determines is applicable to prices at the alternate pricing point as
compared to the actual delivery point. The Settlement Amount for each terminated
Transaction may be either a positive or a negative amount. For purposes of
determining the Collateral Requirement, the references to Non-Defaulting Party
above shall mean the Calculating Party, and the references to the Defaulting
Party shall mean the non-Calculating Party.

         "Transaction" or "Transactions" means each and every trade,
transaction, and other contractual commitment between MCV and EPME entered into
before, on, or after the Effective Date of this Agreement for which performance
is still pending from any Party, provided that such Transaction is within the
scope of this Agreement and is evidenced by (i) any of the Underlying Master
Agreements, (ii) trade confirmations (iii) a purchase and sale agreement, or
(iv) other documents or writings evidencing the terms of any such trade,
transaction or contractual commitment.



                                       5
<PAGE>

         "Total Unpaid Amounts" means the greater of: (A) (i) the aggregate of
all Unpaid Amounts owed by the Non-defaulting Party to the Defaulting Party with
respect to all terminated Transactions accrued prior to the Early Termination
Date less (ii) the aggregate of Unpaid Amounts owed by the Defaulting Party to
the Non-defaulting Party with respect to all terminated Transactions accrued
prior to the Early Termination Date, and (B) zero.

         "Underlying Master Agreements" shall have the meaning given in the
first paragraph of this Agreement.

         "Underlying Master Agreements Close-Out" has the meaning set forth in
Section 3(d).

         "Uniform Commercial Code" means the Uniform Commercial Code as enacted
from time to time in the State of New York.

         "Unpaid Amount(s)" means the amount payable by one Party to the other
Party, that has not been paid as of the Early Termination Date with respect to
performance rendered or provided under a Transaction, whether such amount is
then due and owing, such as but not limited to (i) an invoiced amount, (ii) an
uninvoiced amount and/or an amount payable due to physical deliveries or
settlements that occurred prior to the Early Termination Date, and (iii)
liquidated damages, taxes or other such costs and expenses that arose prior to
the Early Termination Date otherwise allowed under the terms of this Agreement,
an Underlying Master Agreement or a Transaction.

         "US$" means lawful currency of the United States of America.

                  SECTION 2. DEFAULT.

         (a) The Defaults set forth in Section 2(d) supercede and replace in
their entirety (i) any and all "defaults" or "events of default" in any
Underlying Master Agreement or Transaction, and (ii) the GISB Defaults. The
Parties agree that any rights or remedies granted to them in the Underlying
Master Agreements or Transactions upon the occurrence of any such "default" or
"event of default" or GISB Defaults set forth therein shall (subject to this
Section and Sections 3, 16 and 23 of this Agreement) be null and void and
without effect. In addition, any provision in any Underlying Master Agreement or
Transaction providing for automatic termination in the event of a Bankruptcy
shall be amended hereby to provide that such termination is not automatic, but
shall instead constitute solely a Default in accordance with Section 2(d)(iv) or
2(d)(vii)(3) below, pursuant to which the Non-defaulting Party may elect, but is
not required, to terminate all Underlying Master Agreements or Transactions in
accordance with Section 3.

         (b) To the extent not otherwise designated as a "Default" under this
Agreement, upon the occurrence of any event that gives rise to a right of a
Party to terminate any Underlying Master Agreement or Transaction, but that is
NOT specifically enumerated as a "default" or "event of default", or GISB
Default (such events, collectively, "Additional Default Events") therein, the
Parties to such Underlying Master Agreement or Transaction shall have the rights
and remedies provided for such Additional Default Event as set forth in such
Underlying Master Agreement or Transaction (collectively referred to as the
"Additional Termination Rights"), but shall not have any independent right under
this Agreement to terminate all Underlying Master Agreements or all Transactions
based on such Additional Default Events. Provided, however, that to the extent
that the Additional Termination Rights allow a Party to ultimately terminate any
or all of the



                                       6
<PAGE>

Transactions or pursue remedies as a result of such Additional Default Event
(i.e., the termination of only the transactions affected by the illegality, the
tax event, etc.), the Parties' remedies based upon its Additional Termination
Rights shall be governed by this Agreement (including the remedies under
Sections 3,4,5,6, and 7). Without limiting the generality of the foregoing,
Additional Termination Rights (such as but not limited to a contractual right to
terminate Transactions under an Underlying Master Agreement or otherwise
occasioned by an event of force majeure, a change in law or regulation, a tax
event, illegality or any other events that are defined as "Termination Events"
or "Additional Termination Events" under any Underlying Master Agreement or
otherwise) shall not be considered a Default under this Agreement and shall not
cause, as the independent result of this Agreement, an early termination of all
of the Underlying Master Agreements or Transactions.

         (c) Notwithstanding any provision in any Underlying Master Agreement or
Transaction that permits termination of such Underlying Master Agreement or any
Transaction on the occurrence of any credit rating downgrade, loss of
shareholder equity, credit event upon merger, material adverse change, or
material adverse effect, however defined in such Underlying Master Agreement or
Transaction (including whether it would otherwise constitute an Additional
Termination Right), is hereby deleted so that the only consequences of a Credit
Event shall be the remedies set forth in this Agreement.

         (d) For purposes of this Agreement, "Default" shall mean, with respect
to a Party (the "Defaulting Party"), the occurrence of any of the following:

                  (i) the failure by such Party to pay, when due, any amount
         required to be paid pursuant to any Underlying Master Agreement which,
         together with the amount of all such unpaid amounts (excluding any
         portion of any such payment(s) that is the subject of a good faith
         dispute), equals or exceeds the Aggregate Delinquency Amount, and all
         such unpaid amounts shall not be paid in full within two (2) Business
         Days after notice of such failure;

                  (ii) any representation or warranty made by such Party in this
         Agreement or any Underlying Master Agreement or Transaction is false or
         misleading in any material respect when made or when deemed made or
         repeated in accordance with the respective terms of this Agreement, the
         Underlying Master Agreement and/or the Transaction, and such materially
         false or misleading representation or warranty results in a significant
         economic impact to the Non-defaulting Party (as based on the
         Non-defaulting Party's good faith and reasonable opinion) in excess of
         the Aggregate Delinquency Amount, unless such representation or
         warranty is capable of being remedied within five (5) Business Days
         after written notice of such failure;

                  (iii) the failure to timely perform any material covenant or
         obligation set forth in this Agreement (except (i) to the extent that
         such failure already constitutes a separately enumerated Default
         hereunder, or (ii) for such Party's obligations to physically deliver
         or receive a commodity, the sole and exclusive remedy for which is
         provided in the applicable Underlying Master Agreement or Transaction,
         unless the Party otherwise fails to tender payment for such breached
         performance obligation in accordance with the terms of such Underlying
         Master Agreement or Transaction) (e.g., Article Four of the



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<PAGE>

         Master Power Agreement, Section 3.2 of the GISB agreement), and such
         failure to perform results in a significant economic impact to the
         Non-defaulting Party (as based on the Non-defaulting Party's good faith
         and reasonable opinion) in excess of the Aggregate Delinquency Amount,
         if such failure is not remedied within three (3) Business Days after
         written notice of such failure;

                  (iv) the Bankruptcy of such Party;

                  (v) such Party, in compliance with this Agreement, properly
         takes any necessary action to consolidate or amalgamate with or merge
         with or into, or transfer all or substantially all of its assets to,
         another Person and, prior to effecting such consolidation,
         amalgamation, merger or transfer, the resulting or surviving Person (A)
         fails to assume all the Obligations of such Party under this Agreement,
         the Underlying Master Agreements and Transactions by operation of law
         or pursuant to a reasonable and customary agreement; (B) fails to
         extend the benefits of any Performance Assurance or Guaranty to the
         payment by such resulting or surviving entity of its Obligations
         pursuant to reasonable and customary documentation; or (C) has
         materially weaker creditworthiness than such Party as compared to the
         creditworthiness of such Party immediately prior to such action, and
         such event under (A), (B) or (C) is not remedied within two (2)
         Business Days after notice by the Party that would otherwise be the
         Non-defaulting Party;

                  (vi) with respect to any required Transfers of Eligible
         Collateral/Performance Assurance under this Agreement, if the failure
         to Transfer is not effected within one (1) Business Day after notice of
         failure has been given to the applicable Party;

                  (vii) with respect to such Party's Guarantor, if any:

                           (1) if any representation or warranty made or deemed
                  to be made or repeated by a Guarantor in connection with this
                  Agreement or any Underlying Master Agreement or Transaction is
                  false or misleading in any material respect when made or when
                  deemed made or repeated;

                           (2) 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
                  Agreement or any Underlying Master Agreement or Transaction,
                  if such failure shall not be remedied within three (3)
                  Business Days after written notice thereof;

                           (3) the Bankruptcy of the Guarantor;

                           (4) the failure of a Guarantor's Guaranty to be in
                  full force and effect and enforceable against such Guarantor
                  for purposes of this Agreement or any Underlying Master
                  Agreement or Transaction (other than in accordance with the
                  terms of such Guaranty and the related Underlying Master
                  Agreement or Transaction) prior to the satisfaction of all
                  Obligations of such Party under each



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<PAGE>

                  Underlying Master Agreement or Transaction to which such
                  Guaranty shall relate without the written consent of the other
                  Party;

                           (5) a Guarantor shall repudiate, disaffirm, disclaim,
                  or reject, in whole or in part, or challenge the validity of
                  any Guaranty; or

                           (6) such Guarantor consolidates or amalgamates with,
                  or merges with or into, or transfers all or substantially all
                  of its assets to, another Person, and a Party on behalf of its
                  Guarantor, prior to effecting such consolidation,
                  amalgamation, merger or transfer, (A) fails to provide
                  documentation to the other Party, establishing that the
                  resulting or surviving Person has agreed to assume all the
                  Obligations of such Guarantor by operation of law or pursuant
                  to a reasonable and customary agreement; (B) otherwise fails
                  to provide the benefits of any Guaranty to the payment by such
                  Party of its Obligations pursuant to reasonable and customary
                  documentation; or (C) has materially weaker creditworthiness
                  than such Party as compared to the creditworthiness of the
                  Guarantor immediately prior to such action, and such event
                  under (A), (B) or (C) is not remedied within two (2) Business
                  Days after notice by the Party that would otherwise be the
                  Non-defaulting Party.

         (e) Notwithstanding the foregoing, if any Party (i) fails to make a
payment under an Underlying Master Agreement or Transaction that would otherwise
cause a Default under Section 2(d)(i) save and except for the unpaid amounts not
exceeding the Aggregate Delinquency Amount, (ii) makes a materially false or
misleading representation or warranty that would otherwise cause a Default under
Section 2(d)(ii) save and except for the economic impact to the Non-defaulting
Party not exceeding the Aggregate Delinquency Amount; or (iii) fails to timely
perform any material covenant or obligation under this Agreement that would
otherwise cause a Default under Section 2(d)(iii) save and except for the
economic impact to the Non-defaulting Party not exceeding the Aggregate
Delinquency Amount, the other Party may exercise any rights and remedies
provided to such non breaching Party under the applicable Transaction and/or
Underlying Master Agreement (including any Additional Termination Rights, if
applicable). If at any time the Defaulting Party fails to designate how a
payment under this Agreement is to be allocated under the various Master
Underlying Agreements and/or Transactions, the Non-defaulting Party shall
allocate the payment according to its sole discretion to amounts due under the
Underlying Master Agreements and/or Transactions.

         (f) To the extent that any of the Underlying Master Agreements or
Transactions would otherwise allow the termination of any or all Transactions on
terms and conditions pertaining to (i) cross-default events for specified terms,
conditions, events or for defaults under other agreements or instruments,
irrespective of the circumstances involved or the actions of any Persons
whatsoever, or (ii) any specifically identified transactions, agreements,
instruments or contractual arrangements between any Persons for any reason
whatsoever, such terms, conditions or provisions in such Underlying Master
Agreements or Transactions shall be rendered null and void and shall be of no
further effect for so long as this Agreement is in effect.



                                       9
<PAGE>

                  SECTION 3. REMEDIES.

         (a) The rights and remedies of the Non-defaulting Party which relate to
a Default as defined herein shall supercede the rights and remedies of such
Party relating to such Default under any Underlying Master Agreement or
Transaction other than provisions therein relating to the reimbursement of
expenses or other indemnification provided for thereunder.

         (b) Upon the occurrence and during the continuance of a Potential Event
of Default in respect of any Party, the other Party shall have the right to,
upon one (1) Business Day prior written notice to the other Party, withhold any
payments and/or suspend performance under any or all Underlying Master Agreement
and/or Transactions (subject to Section 2(e), which will allow the exercitation
of such rights for only the affected Transactions as set forth in the applicable
Underlying Master Agreement or Transaction), provided, however, that the right
to suspend performance under such Transactions or Underlying Master Agreement
shall only last for five (5) days from the initiation of the Potential Event of
Default.

         (c) Upon the occurrence and during the continuance of a Default, the
Non-defaulting Party shall have the right to: (i) immediately withhold any
payments and/or suspend performance under any or all Underlying Master Agreement
and./or Transactions, provided, however, that the right to suspend performance
under any or all Underlying Master Agreement and./or Transactions shall only
last for fourteen (14) days from the initial Default, unless an Early
Termination Date has been declared (in which event suspension of performance may
continue until such Early Termination Date); (ii) exercise rights of setoff in
accordance with the terms of this Agreement, (iii) retain any Performance
Assurance pending calculation and payment of the Final Settlement Amount
pursuant to the provisions set forth herein; (iv) give notice to the Defaulting
Party specifying the relevant Default, declaring the Defaulting Party in Default
of all Underlying Master Agreements and all Transactions, and designating a day,
no earlier than the day such notice is effective and no later than 20 days after
such notice is effective, as an early termination date ("Early Termination
Date"); (v) withhold the Transfer of any Eligible Collateral/Performance
Assurance that absent such Default would otherwise be payable under the terms of
this Agreement; and/or (vi) take any other action permitted by law or in equity
or by this Agreement, the Underlying Master Agreements or any Transactions
(provided that such rights and remedies do not pertain to a Default under the
Underlying Master Agreements or Transactions) necessary or appropriate to
protect, preserve, or enforce its rights or to reduce any risk of loss or delay,
including the demand for additional Eligible Collateral (otherwise due under
Section 4) or the return of Performance Assurance (otherwise due to be returned
under Section 5) as applicable (provided that in no event shall a Non-defaulting
Party be permitted to terminate less than all of the Underlying Master
Agreements and all Transactions as a result of a Default hereunder, save and
except with respect to Sections 2 (b) or (e)).

         (d) Upon giving notice to the Defaulting Party of an Early Termination
Date irrespective of whether the Default giving rise to the Default is
continuing, the Non-defaulting Party shall (i) accelerate, terminate, liquidate
and otherwise close-out all Transactions under its Underlying Master Agreements
or otherwise, as of the Early Termination Date; (ii) calculate the Settlement
Amount for each terminated Underlying Master Agreement and Transaction as of
such Early Termination Date (iii) retain and apply any Performance Assurance in
accordance with terms of this Agreement; and/or (iv) take any other action as
permitted or by law. The Non-



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<PAGE>

defaulting Party may also exercise rights of set-off, netting and/or recoupment
in accordance with the terms of this Agreement. To the extent that Section 2(e)
or Additional Termination Rights are the basis for such exercitation of the
rights hereunder, the same methodology shall apply but only with respect to the
terminated Transactions affected by such events. The action(s) taken by the
Non-defaulting Party pursuant to this Section 3(d), even if for the limited
purposes with respect to Additional Termination Rights or Section 2(e), shall be
referred to herein as the "Underlying Master Agreements Close-Out.

                  SECTION 4. SETTLEMENT.

         (a) Upon the Non-defaulting Party's exercise of the Underlying Master
Agreements Close-Out, the Non-defaulting Party shall calculate the Settlement
Amount relating to each of the Transactions. The "Final Settlement Amount" shall
be the difference between the aggregate sum of (i) (a) the aggregate sum of such
Settlement Amounts (determined by adding each of the Settlement Amounts that are
expressed as a positive number and subtracting therefrom the sum of the absolute
value of Settlement Amounts that are expressed as a negative number), plus (b)
the total amount of the Cash being held or retained by the Defaulting Party
unless the Defaulting Party returns such Performance Assurance to the
Non-Defaulting Party prior to the time that the Final Settlement Amount is
calculated, plus (c) any amount deducted as a result of any set-off, offset,
combination of accounts, recoupment, deduction retention, or withholding,
collectively hereinafter in this Agreement referred to as "setoff") as allowed
under this Agreement, applicable law or equity less (ii) any amount received by
the Non-defaulting Party as a result of the exercise of the rights to apply
Performance Assurance pursuant to this Agreement, the Underlying Master
Agreements, the Transactions and the Guarantees (as they may be applicable), and
provided further that Cash has been received as of the result of such rights so
as to warrant such reduction. If the Final Settlement Amount is a positive
amount, then such amount shall be owed by the Defaulting Party to the
Non-defaulting Party; and if the Final Settlement Amount is a negative amount,
then the absolute value of such amount shall be owed by the Non-defaulting Party
to the Defaulting Party.

         (b) Upon determination of the Final Settlement Amount by the
Non-defaulting Party, the Non-defaulting Party shall provide Defaulting Party
with a statement showing the calculation of the Final Settlement Amount,
necessarily including the calculation of the Settlement Amount relating to each
Transaction, and the reduction of such amount(s) by the amount(s) (a)
attributable to the receipt of Cash by the Non-Defaulting Party due to the
application of Performance Assurance (b) the Cash held by the Defaulting Party
and not returned to the Non-defaulting Party, and (c) any set-off, all of the
foregoing being done in accordance with Section 4(a) above. Additionally, the
total amount of Cash held as Performance Assurance (including any proceeds from
any draw upon a Letter of Credit) by the Defaulting Party (or its Qualified
Institution under Paragraph 6 of the Collateral Annex) shall be deducted from
any Final Settlement Amount which the Non-Defaulting Party owes to the
Defaulting Party. The Final Settlement Amount (in addition to any other
calculations, such as the Monthly Final Settlement Amounts, etc.) shall be
further adjusted by the proceeds of any subsequent draws by the Secured Party
upon any Letter of Credit and any subsequent setoffs, applications of
Performance Assurance or other reductions allowed by the terms of this
Agreement, as applicable. Subject to the dispute provisions set forth herein,
the Final Settlement Amount, plus an amount equal to interest on the Final
Settlement Amount at the Applicable Rate from (and including) the Early


                                       11
<PAGE>

Termination Date to (but excluding) the date such amount is due pursuant to this
subsection, shall be payable by wire transfer in immediately available funds by
the Party from whom such payment is due on the third Business Day after notice
of the statement of the Final Settlement Amount is provided to the Defaulting
Party by the Non-defaulting Party; provided that if (i) the Final Settlement
Amount is owed by the Non-Defaulting Party to the Defaulting Party and (ii) the
Total Unpaid Amount is less than the Final Settlement Amount, the Non-Defaulting
Party may pay (i) the Total Unpaid Amounts on the earlier of (A) the date such
amounts would ordinarily have become due and payable in the ordinary course of
business and (B) 55 days from the Early Termination Date, and (ii) the Monthly
Final Settlement Amount to the Defaulting Party beginning on the last Business
Day of the month the Final Settlement Amount would be due and continuing on each
last Business Day of each month thereafter for the lesser of (a) thirty-five
months and (b) the number of months remaining in the term of the Transaction
with the latest expiration date; provided, however, that if the Non-defaulting
Party shall fail to make any payment of the Total Unpaid Amounts or Monthly
Final Settlement Amount when due, and such non-payment is not cured within three
(3) Business Days after notice is provided to the Non-defaulting Party, then the
Non-defaulting Party shall (i) immediately pay the entire remaining principal
portion of the Final Settlement Amount which has not otherwise been satisfied
via Monthly Final Settlement Amount payments or otherwise, plus (ii) interest
accruing on the remaining principal portion of the Final Settlement Amount at
the Default Rate from the original due date for such unpaid Monthly Final
Settlement Amount until the date that the entire payment is actually received.
The interest on such delinquent amount shall be in lieu of the interest
otherwise accrued for the Monthly Final Settlement Amount for the same period of
time. In the event the Non-Defaulting Party is prevented from applying or
setting off any Performance Assurance or adequate assurance posted by the
Defaulting Party or any draw by the Non-Defaulting Party upon a Letter of Credit
posted by the Defaulting Party is not timely honored as provided in the Letter
of Credit, the Defaulting Party shall nonetheless pay in full the Final
Settlement Amount.

         (c) Subject to Section 4(e), if all or any portion of the Final
Settlement Amount is not paid when due, then the unpaid amount shall bear
interest from the due date thereof until the final payment date at a rate per
annum equal to the Default Rate, calculated on the basis of daily compounding
and the actual number of days elapsed.

         (d) In the event of a dispute as to the Final Settlement Amount payable
by a Party, such Party shall, within the time prescribed herein, pay the
undisputed amount of the Final Settlement Amount. In the event the
non-calculating Party disputes the calculation of the Final Settlement Amount,
such Party shall notify the other Party of such dispute within the time
prescribed herein for payment of the Final Settlement Amount. If the Parties
have not been able to resolve their dispute within 5 Business Days of receipt of
notice of such dispute, such dispute relating to the calculation of the Final
Settlement Amount shall be resolved by arbitration in accordance with the
American Arbitration Association Commercial Arbitration rules by three
arbitrators, of whom each Party shall designate one and shall mutually decide
the other arbitrator. Each Party shall submit its detailed calculation of the
Final Settlement Amount, and the tribunal shall select either the calculation of
the Non-defaulting Party or the Defaulting Party as the Final Settlement Amount
based upon the calculation that most reflects the intent of the Parties as
expressed in this Agreement. To the extent reasonably practicable under the
circumstances, the decision of the tribunal shall be rendered within ten (10)
Business Days of submission of the



                                       12
<PAGE>

calculations by the Parties and shall be final and binding on all Parties and
shall be non-appealable. The arbitration shall be governed by the Federal
Arbitration Act, 9 U.S.C. ss.ss. 1-16, and judgment upon the award or injunctive
relief rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof. The expenses of arbitration, including reasonable
compensation to the arbitrators, shall be borne equally by the Parties hereto,
except that each Party shall bear the compensation and expenses of its own
counsel and employees. The place of arbitration shall be Chicago, Illinois.
Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof. If a Party files a complaint in any court with
respect to any matter subject to arbitration hereunder, except the enforcement
of arbitration award, the defendant in such court action shall be entitled to
recover its reasonable attorneys' fees in connection with the court action. Once
the Final Settlement Amount is finally determined in accordance with this
Agreement, and if the Secured Party/Defaulting Party under Paragraph 6(b)(i) of
the Collateral Annex is owed the Final Settlement Amount, the Pledging
Party/Non-defaulting Party shall elect how it intends to provide an amount
equivalent to the undrawn portion of the posted Letter of Credit, if any, (up to
the unpaid Final Settlement Amount) to the Secured Party/Defaulting Party. If
(x) the Pledging Party/Non-defaulting Party elects to substitute Cash for the
undrawn portion of the Letter of Credit (up to the unpaid Final Settlement
Amount), and if it is so paid, the Defaulting Party/Secured Party shall return
the Letter of Credit immediately to Pledging Party/Non-defaulting Party upon the
receipt of the payment, or (y) the Pledging Party/Non-defaulting Party elects to
allow the Secured Party/Defaulting to draw on the remaining portion of the
Letter of Credit, the Secured Party/Defaulting Party may only draw on any Letter
of Credit posted to it in an amount equal to the unpaid Final Settlement Amount
which has been finally determined to be owed to it. Once the Performance
Assurance tendered by the Pledging Party/Non-defaulting Party under the
foregoing election is fully provided for under this section, the Non-defaulting
Party shall recalculate the Final Settlement Amount, and shall make any and all
other necessary adjustments under this Agreement to provide for the application
of such Performance Assurance (e.g., the determination of the Monthly Final
Settlement Amount option). If the Final Settlement Amount is finally determined
in accordance with this Agreement and the Secured Party/Defaulting Party owes
the Final Settlement Amount, it shall immediately return the Letter of Credit to
the Pledging Party/Non-defaulting Party.

         (e) Nothing in this Section 4 shall be construed to restrict or
preclude the Party to whom the Final Settlement Amount is owed from realizing on
Performance Assurance held by such Party at any time after notice of Default,
notwithstanding (and without awaiting the outcome of) any dispute as to the
Final Settlement Amount payable. Notwithstanding Section (b), if the
Non-defaulting Party owes the Final Settlement Amount to the Defaulting Party,
the Non-defaulting Party shall not be required to pay to the Defaulting Party
the Final Settlement Amount, the Monthly Final Settlement Amount, or any potion
of the Total Unpaid Amount, nor shall interest be owed on such amount, until (i)
the Non-defaulting Party receives confirmation satisfactory to it in its
reasonable discretion that all other obligations of any kind whatsoever of the
Defaulting Party to make any payments to the Non-defaulting Party under this
Agreement, any Underlying Master Agreement or Transaction, or otherwise, which
are due and payable as of the Early Termination Date, have been paid (or netted,
set off, recouped, recovered against, etc.) in full; and (ii) the Defaulting
Party executes a release in a form satisfactory to the Non-defaulting Party that
acts as the final resolution of the amounts due and owing as the Final
Settlement Amount under the terms of this Agreement, the Underlying Master
Agreement(s) or Transaction(s)(as applicable under the circumstances). To the
extent that either Party believes



                                       13
<PAGE>

that bankruptcy court approval of the release is required, the Non-defaulting
Party may withhold payment under this subsection until such time as appropriate
court approval has been obtained and is final and non-appealable.

         (f) The Parties agree that if Gains or Losses are determined with
respect to any terminated Transactions as set forth herein, the Final Settlement
Amount is a reasonable pre-estimate of loss and not a penalty. Such amount is
payable for the loss of bargain and the loss of protection against future risks
and except as otherwise provided in this Agreement neither party will be
entitled to recover any additional damages as a consequence of such losses.

                  SECTION 5. OBLIGATIONS AND SETOFF.

         (a) If the Defaulting Party would be owed the Final Settlement Amount,
the Defaulting Party grants to the Non-defaulting Party the right to, from time
to time and at any time, without prior notice, setoff any sum, amount, or
obligation owed by the Defaulting Party to the Non-defaulting Party against any
sums, amounts, or Obligations owed by the Non-defaulting Party or the Defaulting
Party under this Agreement or any other agreements or contracts between the
Non-defaulting Party.

         (b) The foregoing is in addition to, and not in limitation of, any
other right or remedy available to the Non-defaulting Party (including setoff)
whether arising under this Agreement or applicable law, equity, or otherwise.

         (c) For purposes of this Section 5, "owed" means, as of any date of
determination, any amounts owed or otherwise accrued and/or payable (regardless
of whether such amounts have been or could be invoiced) as of such date. If an
obligation is unascertained or unliquidated at the time the Final Settlement
Amount is determined, the Non-defaulting Party may in good faith estimate that
obligation and setoff in respect of the estimate, subject to accounting to the
Defaulting Party when the obligation is ascertained. The Non-defaulting Party
setting off an amount pursuant to this Section 5 shall give notice of such
setoff (i) at the time the Final Settlement Amount is determined and notice of
the same is tendered in the case where the Non-defaulting Party is required to
pay the Final Settlement Amount; or (ii) within a reasonable amount of time
after the statement providing the details of the Final Settlement Amount is
tendered by the Non-defaulting Party in the case where the Defaulting Party is
required to pay the Final Settlement Amount, but in either event prior to the
time that payment in respect of the Final Settlement Amount is finally due to
the other Party.

                  SECTION 6. CURRENCY.

         For purposes of making any calculation of the Settlement Amount with
respect to any terminated Transaction, the Non-defaulting Party shall calculate
such amount in the currency specified for such Transaction in the applicable
Underlying Master Agreement or Transaction. For purposes of calculating the
Final Settlement Amount, the Non-defaulting Party shall convert all of the
Settlement Amounts to the currency comprising the largest portion of the
aggregate Settlement Amounts. All payments required to be made under this
Settlement Agreement shall be made in the currency in which the Final Settlement
Amount is stated. Currency conversions shall be made at the rate of exchange at
which the Non-defaulting Party, acting in a reasonable



                                       14
<PAGE>

manner and in good faith, would be able to purchase the relevant amount of the
currency being converted on the date that the Final Settlement Amount or the
Monthly Final Settlement Amount is due under Section 4(b).

                  SECTION 7. COLLATERAL.

         The provisions set forth in the Collateral Annex, which is incorporated
herein in its entirety by reference, replace the separate exposure thresholds
and determination and application of collateral requirements set forth in each
Underlying Master Agreement or Transaction with the Exposure Thresholds and
aggregate Collateral Requirements set forth in the Collateral Annex, which
requirements and other provisions shall cover and apply to all Underlying Master
Agreements and to all Transactions.

                  SECTION 8. REPRESENTATIONS AND WARRANTIES.

         On the Effective Date of this Agreement and on the date of entering
into each Transaction thereafter, each Party represents and warrants to the
other Party that: (i) it is duly authorized to execute and deliver this
Agreement and to perform its obligations hereunder and has taken all necessary
actions to authorize such execution, delivery, and performance, (ii) the person
signing this Agreement on its behalf was duly authorized to do so on the date
this Agreement was executed by such person, (iii) this Agreement, the Underlying
Master Agreements, and the Transactions to which it is a party constitute its
legal, valid, and binding obligations, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency,
conservatorship, receivership, moratorium, or other similar laws affecting
creditors' rights generally and subject, as to enforceability, to equitable
principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law), (iv) its execution and delivery of this
Agreement does not contravene, or constitute a default under, any provision of
applicable law or regulation (including any order, decree, judgment, injunction,
or other judicial or governmental restriction applicable to such Party or any
portion of its assets) or of the articles of incorporation or by-laws of such
Party or of any material agreement, judgment, injunction, order, decree or other
instrument binding upon such Party, or result in the creation or imposition of
any lien on any asset of such Party, (v) the location of its incorporation or
organization and the location of its chief executive office are the locations
set forth under its signature line to this Agreement, (vi) to the best of its
knowledge, the financial statements from time to time provided by its Guarantor
to the other Party are prepared in accordance with generally accepted accounting
principles ("GAAP") (except as expressly set forth therein) and fairly represent
its financial condition as of the date of such statements, and (vii) it has
good, legal, and marketable title to the collateral upon which a lien is granted
pursuant to Paragraph 2 of the Collateral Annex, and upon appropriate filing in
accordance with the Uniform Commercial Code, the other Party shall have a valid
and perfected first priority security interest therein, free of any liens,
claims, encumbrances, except those liens, claims, and encumbrances arising by
operation of law that are given priority over a perfected security interest.



                                       15
<PAGE>

                  SECTION 9. ADDITIONAL COVENANTS.

         Each Party agrees to provide to the other Party its Guarantor's (i)
annual audited financial statements prepared in accordance with GAAP, or (ii)
quarterly unaudited consolidated financial statements prepared in accordance
with GAAP (subject to normal year-end adjustments and the omission of
footnotes), which fairly present such Guarantor's financial condition as of the
date of such financial statements (but with no obligation to provide earlier
than 120 days after the end of each fiscal year or 60 days after the end of each
fiscal quarter); provided, however, in the event such entity is required to make
its annual audited and quarterly unaudited financial statements available to the
public, the requesting Party shall attempt to use public sources to review such
information prior to making any written request.

                  SECTION 10. INTERPRETATION AND INTENTIONS.

         The Parties intend that this Agreement constitutes and should be deemed
to be a "master netting agreement" and that the Parties are and should be deemed
to be "master netting agreement participants" (or any substantially similar
term) within the meaning of and as such terms are used in any law, rule,
regulation, statute, or order applicable to the Parties' rights herein, whether
now or hereafter enacted or made applicable. The Parties further intend that (i)
the Underlying Master Agreements and each Transaction constitute "forward
contracts", "commodities contracts" and/or "swap agreements" and that each Party
thereto constitute "forward contract merchants", "commodities brokers" and/or
"swap participants" within the meaning of and as such terms are used in any law,
rule, regulation, statute, or order applicable to the Parties' rights herein,
whether now or hereafter enacted or made applicable, including but not limited
to the Code at 11 U.S.C. ss.ss. 101(26), 101(6) and 101(53C); and (ii) the Final
Settlement Amount calculated under this Article, as well as all other netting
and setoffs effectuated pursuant to this Agreement be governed by 11 U.S.C.
Section 362(b)(6) and/or (17) in the event of a bankruptcy proceeding involving
either Party. The Parties also agree that such setoffs, netting and liquidation
contemplated hereunder arise under swap agreements, forward contracts, and/or
commodity contracts and constitute "settlement payments" as set forth in
Sections 101 and 741 of the Code. The Parties further agree that each payment or
transfer of Performance Assurance under this Agreement is either a "margin
payment", a "settlement payment" or a "transfer" within the meaning of Sections
362, 546 and 556 of the Code and/or a "payment amount" within the meaning of
Section 560 of the Code.

                  SECTION 11. HEADINGS.

         The use of headings and subheadings in this Agreement, and the division
of this Agreement into sections and sub-sections, are for convenience of
reference only and shall not affect the interpretation or construction of this
Agreement.

                  SECTION 12. GOVERNING LAW.

         This Agreement shall be governed by, and construed in accordance with
the laws of the State of New York (without reference to its choice of law
doctrine other than Section 5-1401 of the New York General Obligations Law).



                                       16
<PAGE>

                  SECTION 13. WAIVER OF IMMUNITIES.

         With respect to any claim under or relating to this Agreement, any
Underlying Master Agreement, and any Transaction, each Party hereby waives, to
the fullest extent permitted by applicable law, with respect to itself and its
revenues and assets (irrespective of their use or intended use), all immunity on
the grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for specific
performance, or for recovery of property, (iv) attachment of its assets (whether
before or after judgment), and (v) execution or enforcement of any judgment to
which it or its revenues or assets might otherwise be entitled in any
proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in
any proceedings.

                  SECTION 14. ASSIGNMENT AND AMENDMENT.

         (a) Any purported assignment or other transfer that is not expressly
permitted by this Agreement is void and unenforceable.

         (b) This Agreement, the Underlying Master Agreements, and the
Transactions, and any rights to amounts payable to a Party thereunder, shall not
be assigned or otherwise transferred by either Party without the prior written
consent of the other Party, which consent may not be unreasonably withheld,
except (i) as collateral security or in connection with a monetization of such
amounts payable, but only if the assignment or other transfer is made without
relieving the assigning Party from liability thereunder and under this Agreement
and, (ii) pursuant to a consolidation or amalgamation with, or merger with or
into another Person, or transfer of all or substantially all of its assets to
another Person; provided that, in either case, such transfer or assignment is
expressly subject and subordinate to this Agreement, the security interest
granted herein, and the rights of netting and setoff set forth herein.
Notwithstanding the foregoing, any Party may assign or transfer this Agreement
to an Affiliate, including, without limitation, whether by any consolidation or
amalgamation with, merger with or into, or transfer of substantially all of its
assets to such Affiliate, without the consent of the other Party provided that
(i) the assignment or transfer is made without relieving the assigning Party
from liability thereunder, and (ii) such assignment or transfer of this
Agreement is expressly subject and subordinate to this Agreement. Provided
further that any assignment or transfer that is not in compliance with this
subsection shall be void and of no effect, but shall not otherwise preclude the
affected Party from exercising its rights and remedies as a result of such
action if the attempted transfer or assignment otherwise constitutes a Default
under this Agreement. The assigning Party shall notify the other Party promptly
of any assignment made in accordance with this Section.

         (c) To the extent that any Party intends to make an assignment or
transfer in accordance with this Section, the Parties will not be in breach of
any confidentiality provisions under this Agreement to the extent that they
enter into customary and appropriate non-disclosure agreements preserving the
confidential nature of the documents with the respective party to whom such
information shall be disclosed.

         (d) Notwithstanding any of the foregoing, any Underlying Master
Agreement, any Transaction or this Agreement may be freely transferred or
assigned by the Non-defaulting Party



                                       17
<PAGE>

at any time after an Early Termination Date has been declared under Section 4 of
this Agreement; provided that such assignee or transferee (i) assumes all the
Obligations of such Party under this Agreement, the Underlying Master Agreements
and Transactions by operation of law or pursuant to a reasonable and customary
agreement, unless such Obligations have already been satisfied; (ii) extends the
benefits of any Performance Assurance or Guaranty to the payment by such
resulting or surviving entity of its Obligations pursuant to reasonable and
customary documentation; and (iii) has equal or greater creditworthiness
compared to the creditworthiness of the Guarantor of such assigning/transferring
Party immediately prior to such action.

                  SECTION 15. NOTICES.

         Any and all notices, statements, demands, or other communications under
this Agreement shall be given by mail, facsimile transmission, electronic
message system (for requests for Eligible Collateral/Performance Assurance
only), or messenger, to the individuals and at the facsimile numbers or other
locations set forth below. Any notice, statement, demand, or other communication
under this Agreement to be given by a Party or in respect of the Performance
Assurance may be given by the applicable Qualified Institution.

Address for notices or communications to MCV:
<TABLE>
<S>                         <C>                                               <C>
Address:                   Midland Cogeneration Venture                       Facsimile No.:  (989) 633-7857
Street Address:            100 Progress Place                                 Telephone No.:  (989) 633-7850
(for courier delivery)     Midland  MI  48640




Address for notices or communications to EPME:

Address:                   El Paso Merchant Energy, L.P.                      Facsimile No.:  (713) 420-3942
Street Address:            1001 Louisiana                                     Telephone No.: (713) 420-3330
(for courier delivery)     Houston, Texas 77070
                           Attn: Director of Credit, Trading
                           Attn: Manager, Contract Administrator


With additional Notices of a Default or Potential Event of Default to:

                           El Paso Merchant Energy, L.P.
                           1001 Louisiana St.
                           Houston, Texas 77070
                           Attn:  Deputy General Counsel-Trading
                                  Legal Department
                           Fax: (713) 420-7025
</TABLE>

         Any notice or other communication in respect of this Agreement given in
any manner herein permitted to the address or number or in accordance with the
electronic messaging system



                                       18
<PAGE>

details above provided will be deemed effective as follows: (i) if in writing
and delivered in person or sent by courier, on the Business Day it is delivered
if it is delivered by 5:00 p.m. at the place of delivery (and otherwise the
following Business Day); (ii) if sent by facsimile transmission, on the date
that transmission is sent to the facsimile number set forth for the Party to
receive such notice (with confirmation of transmission received by the sender)
if it is received by 5:00 p.m. at the place of delivery on a Business Day (and
otherwise the following Business Day); (iii) if sent by certified or registered
mail (airmail, if overseas) or the equivalent (return receipt requested), on the
third Business Day following its deposit with the mail service for delivery;
(iv) if sent by electronic messaging system, on the date that electronic message
is received at the place of delivery; in each case unless the date of that
delivery (or attempted delivery) or that receipt, as applicable, is not a
Business Day, or that communication is delivered (or attempted) or received, as
applicable, after the close of business of recipient on a Business Day, in which
case that communication shall be deemed given and effective on the first
following day that is a Business Day. Any Party may by notice to the others
change the address, facsimile number, or electronic messaging system details at
which notices or other communications are to be given.

                  SECTION 16. CONFLICTS AND INCONSISTENCIES.

         Except as expressly set forth herein, in the event of any conflict or
inconsistency between any provision of this Agreement and any provision of any
Underlying Master Agreement or any Transaction concerning the matters set forth
in this Agreement, the provision of this Agreement shall govern and supercede
the provision of the Underlying Master Agreement or any Transaction for purposes
of this Agreement. Except as amended by this Agreement (or as otherwise amended
from time to time by agreement between the Parties thereto), the Underlying
Master Agreements and Transactions shall remain in full force and effect for so
long as any Transaction, whether under any of the Underlying Master Agreements
or not, is outstanding and in effect. It is the express intention of the Parties
that the following provisions replace and supercede the terms and conditions of
the Underlying Master Agreements or Transactions for purposes of this Agreement:

                  (i) The definition of Credit Event in this Agreement shall
supercede and replace any similar definitions in the Underlying Master
Agreements or any Transaction, including but not limited to Downgrade Event
under the EEI Agreement, and Material Adverse Change in the ISDA Agreement, in
addition to any provision in the Underlying Master Agreements and/or
Transactions that permits termination of such Underlying Master Agreement or any
Transaction on the occurrence of any Credit Rating downgrade so that the only
consequences of a Credit Event shall be the remedies set forth in this
Agreement.

                  (ii) The terms and conditions of this Agreement shall
supercede and replace any provision in the Underlying Master Agreements or any
Transactions that (i) establish the requirements for demanding Eligible
Collateral/Performance Assurance (including demands for the return of
Performance Assurance), (ii) tendering Eligible Collateral/Performance
Assurance, (iii) the timing for satisfying the Collateral Requirements (i.e.
margining), (iv) the calculation methodologies for determining the amount of the
Eligible Collateral/Performance Assurance, and (v) disputing the amount of
Eligible Collateral/Performance Assurance demands (e.g., Paragraphs 3, 4, 5 and
6 of the Credit Support Annex to the ISDA Agreement and Sections 8.1(c)



                                       19
<PAGE>

and (d) or 8.2 (c) or (d) of the EEI Agreement). The Parties acknowledge that
the rights and remedies otherwise granted under Section 2(b) with respect to
Additional Termination Rights shall also be subject to the terms and conditions
of this subsection;

                  (iii) The definition of Eligible Collateral/Performance
Assurance provided in this Agreement shall supercede and replace any similar
definitions of acceptable collateral in the Underlying Master Agreements or any
Transactions, such as the definitions of Performance Assurance in the EEI
Agreement and Eligible Collateral and Other Eligible Support and other similar
derivations under the ISDA Agreement;

                  (iv) The Exposure Threshold set forth in this Agreement shall
supercede and replace the separate exposure thresholds (i.e., the Threshold
under the ISDA Agreement and the Collateral Threshold under the EEI Agreement)
provided for under the Underlying Master Agreements or any Transactions;

                  (v) The provisions of any Underlying Master Agreement or any
Transaction relating to the administration and application of any Performance
Assurance shall be, and hereby are, superceded and replaced in their entirety by
the provisions of this Agreement;

                  (vi) The provisions of Section 14 shall supercede and replace
in their entirety all provisions of the Underlying Master Agreements and/or
Transactions relating to the assignment of any Transaction thereunder;

                  (vii) The provisions of Section 19 shall supercede and replace
in their entirety all provisions of the Underlying Master Agreements and/or
Transactions relating to the amendment of any Transaction thereunder;

                  (viii) The provisions of Section 15 shall supercede and
replace in their entirety all provisions of the Underlying Master Agreements
and/or Transactions relating to notices and the delivery of notices thereunder
and the effectiveness thereof, other than notice provisions relating to the
logistics of the scheduling of, and other similar matters relating to, the
physical delivery of commodities and with respect to monthly invoices and
payments applicable to the Underlying Master Agreements;

                  (ix) The provisions of Section 17 shall supercede and replace
in their entirety all provisions of the Underlying Master Agreements and/or
Transactions relating to confidentiality provisions;

                  (x) The rights and remedies of a Non-Defaulting Party which
relate to the termination of Transactions shall supercede the rights and
remedies of such Party under the Underlying Master Agreement or Transactions,
save and except that any right of any Party preserved under Section 2(e) or by
virtue of the Additional Termination Rights shall remain in full force and
effect;

                  (xi) The provisions of Section 21 shall supercede and replace
in their entirety all provisions of the Underlying Master Agreements and/or
Transactions relating to the jurisdiction and venue of any suits, actions or
proceedings arising out of or relating to this Agreement, the Underlying Master
Agreements, and the Transactions; and



                                       20
<PAGE>

                  (xii) The representations and warranties made in Section 8
shall supercede and replace in their entirety all provisions of the
representations set forth in the Underlying Master Agreements and/or
Transactions save and except for any tax representations.

                  SECTION 17. CONFIDENTIALITY.

         The contents of this Agreement, the Underlying Master Agreements and
all Transactions, all other documents relating thereto and any information
pertaining thereto made available by one Party or its Guarantor to the other
Party or its Guarantor is confidential and shall not be disclosed to any third
party (nor shall any public announcement relating to this Agreement be made by
any Party), except for such information (a) as may become generally available to
the public, (b) as may be required or appropriate in response to any summons,
subpoena, or otherwise in connection with any litigation or to comply with any
applicable law, order, regulation, ruling, or accounting disclosure rule or
standard, (c) as may be obtained from a non-confidential source that disclosed
such information in a manner that did not violate its obligations to the
non-disclosing Party or its Guarantor in making such disclosure, or (d) as may
be furnished to the disclosing Party 's Affiliates, and to each of such person's
auditors, attorneys, advisors, lenders, or prospective purchasers which are
required to keep the information that is disclosed in confidence; or that is
protected as set forth Section 14.


                  SECTION 18. CONTINUATION OF MASTER AGREEMENTS; SEVERABILITY.

         (a) Each Party agrees that the Underlying Master Agreements and
Transactions are hereby amended to the extent necessary to give effect to this
Agreement. Except as amended by this Agreement (or as otherwise specifically
amended from time to time by agreement between the Parties), the Underlying
Master Agreements and Transactions shall remain in full force and effect.

         (b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal, or unenforceable in any respect under
the law of any applicable jurisdiction, the validity, legality, and
enforceability of the remaining provisions under the law of such jurisdiction,
and the validity, legality, and enforceability of such provisions and any other
provisions under the law of any other jurisdiction, shall not in any way be
affected or impaired thereby; provided, further that to the extent that any
provision under an Underlying Master Agreement and/or Transaction is replaced
and superceded by a provision in this Agreement that is subsequently held to be
invalid, illegal or unenforceable, the original provision under the Underlying
Master Agreement and/or Transaction shall be revived and saved as though such
provision had never been replaced and superceded and shall be construed to the
greatest extent possible as being consistent with the other terms and provisions
of this Agreement. Further, if the netting of Exposures and Settlement Amounts
(if applicable) contemplated herein for terminated physical and financial
Transactions is in any material way deemed or held to be invalid, illegal, or
unenforceable, all other provisions of this Agreement shall survive, except that
(i) the Collateral Requirements expressed herein shall be applied to each of the
Underlying Master Agreements and/or Transactions so that the Exposures under
each Underlying Master Agreement and/or Transaction are separately determined
according to their original terms (if an Underlying Master Agreement or
Transaction has no stated exposure threshold, the exposure



                                       21
<PAGE>

threshold for such Underlying Master Agreement shall be zero and the Collateral
Requirements shall be based on such deemed exposure threshold) and (ii) the
Performance Assurance and Guaranties held by Secured Party shall be continue to
collateralize all Obligations under the respective Underlying Master Agreements
and Transactions and the Performance Assurance shall be allocated to each of the
Underlying Master Agreements and/or Transactions to secure obligations
thereunder as reasonably determined by the Secured Party. The Secured Party
shall be able to exercise its rights and remedies with respect to such
Performance Assurance against obligations owed under the respective Underlying
Master Agreement and/or Transactions in accordance with such Underlying Master
Agreements and/or Transactions and this Agreement. To the extent that
insufficient Performance Assurance is then possessed by either Party to secure
the Obligations, the Parties shall take immediate actions to supply the required
Collateral by no later than the timeframes otherwise provided in this Agreement,
or if such provisions are voided, by the lesser of (i) the timeframes set forth
in the Underlying Master Agreements and/or Transactions, or (ii) two (2)
Business Days. To the extent the entire Agreement is determined to be
unenforceable or illegal, the terms and conditions of Sections 3(b), (c), (d),
4-6, 10,12-15, 17, 19-21, 24-25, of this Agreement and Paragraphs 2- 8 and 9(b)
and (c) of the Collateral Annex shall be added to the Underlying Master
Agreements and Transactions to the extent that corresponding terms and
provisions are not otherwise included therein.

                  SECTION 19. AMENDMENT.

         Notwithstanding any provision in any Underlying Master Agreement or a
Transaction to the contrary, neither this Agreement, nor any Underlying Master
Agreement or Transaction, may be amended with respect to any term or provision
otherwise provided for in this Agreement except by a written amendment to this
Agreement signed by each Party. Confirmations of Transactions under any
Underlying Master Agreement or Transactions that do not otherwise address the
subject matter of this Agreement shall not serve as an amendment to this
Agreement (and thus such amendments are not subject to the requirements of this
Section 19).

                  SECTION 20. NO WAIVER.

         A failure or delay in exercising any right, power, or privilege in
respect of the Underlying Master Agreements, Transactions or this Agreement will
not be presumed to operate as a waiver of that right, power, or privilege, and a
single or partial exercise of any right, power, or privilege will not be
presumed to preclude any subsequent or further exercise of that right, power, or
privilege, or the exercise of any other right, power, or privilege.

                  SECTION 21. JURISDICTION AND VENUE.

         NOTWITHSTANDING ANY PROVISIONS IN ANY OF THE UNDERLYING MASTER
AGREEMENTS, WITH RESPECT TO ANY SUIT, ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE UNDERLYING MASTER AGREEMENTS, AND THE
TRANSACTIONS, OR IN ANY WAY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, INSOFAR AS SAME RELATES TO ANY UNDERLYING MASTER
AGREEMENT OR ANY TRANSACTION, INVOLVING THE PARTIES AND/OR THEIR RESPECTIVE
REPRESENTATIVES BUT EXCLUDING



                                       22
<PAGE>

THE RESOLUTION OF A DISPUTE CONCERNING THE CALCULATION OF THE FINAL SETTLEMENT
AMOUNT OR COLLATERAL REQUIREMENTS, WHICH SHALL BE RESOLVED IN ACCORDANCE WITH
SECTION 4(d) OF THIS AGREEMENT OR PARAGRAPH 8 OF THE COLLATERAL ANNEX, EACH
PARTY AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL DISTRICT COURTS LOCATED IN THE BOUROUGH OF MANHATTAN, NEW YORK, NEW
YORK, AND WAIVES ANY OBJECTION TO THE LAYING OF VENUE IN SUCH JURISDICTION. EACH
PARTY FURTHER WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH SUIT,
ACTION, OR PROCEEDING.

                  SECTION 22. TERM.

         This Agreement shall continue in effect from its Effective Date until
all Obligations of either Party with respect to any and all outstanding
Transactions until such time as all outstanding Transactions, whether under any
or all of the Underlying Master Agreements or otherwise have been satisfied in
full. Notwithstanding the foregoing, the Parties may agree in writing to
terminate this Agreement upon such terms and conditions as they may mutually
agree.

                  SECTION 23. EXPENSES.

         The Defaulting Party will, on demand, indemnify and hold harmless the
Non-defaulting Party for and against all reasonable out-of-pocket expenses,
including reasonable legal fees and expenses, consulting fees, court costs, and
taxes, incurred by the Non-defaulting Party by reason of its enforcement,
pursuit, and protection of its rights under this Agreement, the Underlying
Master Agreements, the Transactions, and/or the Guarantees including, without
limitation, costs of collection.

                  SECTION 24. ADEQUATE ASSURANCE OF PERFORMANCE.

         Each Party agrees that the provisions of this Agreement supercede and
replace in their entirety, and are intended to be in lieu of any rights and/or
remedies available at law or in equity relating to adequate assurances of future
performance or creditworthiness, including without limitation Article 2-609 (as
codified as of the Effective Date) of the Uniform Commercial Code, in addition
to any other provision in the Underlying Master Agreements or Transactions that
otherwise would have afforded such rights and remedies. Accordingly, each Party
expressly waives any right or ability to assert any such rights, remedies or
arguments.

                  SECTION 25. SOLE REMEDY; WAIVER OF DAMAGES.

         Each Party agrees that the express provisions of this Agreement shall
be the sole and exclusive remedy for any Default under this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY UNDERLYING
MASTER AGREEMENT, OR ANY TRANSACTION, NO PARTY SHALL BE LIABLE OR HAVE ANY
RESPONSIBILITY TO THE OTHER OR TO THEIR RESPECTIVE AFFILIATES FOR ANY INDIRECT,
SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING,
WITHOUT LIMITATION, LOST EARNINGS OR PROFITS.



                                       23
<PAGE>

                  SECTION 26. REPLACEMENT OF PERFORMANCE ASSURANCE/GUARANTIES.

         Each Party agrees that it will immediately cause any and all
Performance Assurance previously posted for the benefit of the other Party to be
re-issued or posted as necessary to insure that the Performance Assurance covers
any and all rights and remedies granted to the other Party for the Underlying
Master Agreements and Transactions under this Agreement. Until such time as the
Performance Assurance is re-issued or posted in accordance with the foregoing
sentence, no value will be attributed to such Performance Assurance for any
purpose irrespective of any other terms and/or condition of this Agreement.
Additionally, each Party agrees that any and all outstanding Guaranties that
were in place to provide credit support for such Party for any Transactions
under the Underlying Master Agreements or otherwise prior to the Effective Date
of this Agreement, shall be terminated and simultaneously replaced with a new
Guaranty issued for the benefit of such Party by the other Party effective as of
the Effective Date in an amount equivalent to the Exposure Threshold for such
Party on the Effective Date. Until such time as the new Guaranty is Transferred
in accordance with the prior sentence, the Parties agree that they use all
reasonable efforts to cause their respective Guarantors to maintain the
previously issued Guaranties for their full amounts. To the extent that such
Guaranties are not maintained, the Exposure Threshold for such Party failing to
have a Guaranty in place shall be zero until such Guaranties are otherwise
Transferred. Further, to the extent that the Exposure Threshold increases in the
future, the new Guaranty shall be amended and Transferred in an amount
equivalent to the new Exposure Threshold for such Party no later than three (3)
Business Days after the Exposure Threshold is increased.

                  SECTION 27. EXCULPATION CLAUSE

         Notwithstanding anything to the contrary contained in this Agreement,
the liabilities and obligations of the parties arising out of, or in connection
with, this Agreement shall not be enforced by any action or proceeding wherein
damages or any money judgment or specific performance of any covenant in any
this Agreement and whether based upon contract, warranty, negligence, indemnity,
strict liability or otherwise, shall be sought against the assets of the
partners of the Parties. By entering into this Agreement, the Parties waive any
and all right to sue for, seek or demand any judgment against such respective
partners and their respective affiliates, other than any Guarantors, as the case
may be, by reason of the nonperformance by EPME or MCV, as the case may be, of
their respective Obligations under this Agreement, except to the extent such
partners are legally required to be named in any action to be brought against
EPME or MCV, as the case may be.

                  SECTION 28. MONTHLY PAYMENT NETTING.

         Notwithstanding anything to the contrary in any Underlying Master
Agreement or Transaction, in respect of all Transactions under any such
Underlying Master Agreement and/or all Transactions with respect to the same
type of product, the Parties agree that if on any date amounts, including,
without limitation, payment Obligations, debts, related damages, interest or
credits, are due and payable in the same currency, and in respect of the same
Underlying Master Agreement and/or Transaction with respect to the same type of
product by each Party to the other, then, on such date, each Party's Obligation
to make payment of any such amounts will be automatically satisfied and
discharged by netting the aggregate amount payable by one Party



                                       24
<PAGE>

against the aggregate amount payable by the other Party and replacing those
payment obligations with a single payment obligation of the Party owing the
larger such aggregate amount to pay the net difference between such aggregate
amounts to the other Party on the applicable payment date by wire transfer of
immediately available funds. The Parties shall cooperate to calculate the
aggregate mutual amounts due and payable to or from each Party by examining the
payments due on each applicable payment date and determining which Party is the
net payer and which is the net receiver. The terms and conditions of this
Section shall supercede and replace that certain Net-Out Agreement dated
February 1, 1998 by and between the Parties.

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by facsimile or original signature and in multiple counterparts, each
of which is deemed an original and effective as one document, all as of the date
first written above.

"MCV"


MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP


BY: LeRoy W. Smith
    ----------------------------------------------------------
PRINTED NAME:  LeRoy W. Smith
TITLE:  Vice President Energy Supply and Marketing

Location of State of incorporation or organization:  Michigan
Location of chief executive office:  Michigan



"EPME"


EL PASO MERCHANT ENERGY, L.P.


BY:  Amy L. Allison
     ---------------------------------------------------------
PRINTED NAME:  Amy L. Allison
               -----------------------------------------------
TITLE:  Vice President, Managing Director & Controller
        ------------------------------------------------------

Location of State of incorporation or organization:  Delaware
Location of chief executive office:  Texas





                                       25
<PAGE>
                                   SCHEDULE A

                          UNDERLYING MASTER AGREEMENTS



Natural Gas Purchase Agreement dated 9/1/90

Gas Sales Agreement dated 8/18/94

Gas Sales Agreement dated 11/15/98

Gas Sales Agreement dated 9/20/99

Long Term Gas Agreement dated 10/10/00

Long Term Gas Agreement dated 9/1/00

Long Term Gas Agreement dated 10/5/01

GISB Contract for Short Term Sale and Purchase of Natural Gas dated 3/1/97

Including any and all amendments to any of the foregoing.








                                       26
<PAGE>
                                                                   EXHIBIT 10.55
                                     ANNEX A

                                COLLATERAL ANNEX
                TO MASTER NETTING, SETOFF, AND SECURITY AGREEMENT


         This Annex A Collateral Annex to Master Netting, Setoff, and Security
Agreement (this "Collateral Annex"), supplements, forms a part of, and is
subject to, the Master Netting, Setoff, and Security Agreement, dated December
2, 2002 (collectively the "Agreement"), among MCV and EPME. Capitalized terms
used in this Collateral Annex but not defined herein shall have the meanings
given such terms in the Agreement.

PARAGRAPH 1. DEFINITIONS.

         For purposes of this Collateral Annex, the following terms have the
respective definitions set forth below. References to Paragraphs are to this
Collateral Annex unless otherwise expressly stated.

         "Aggregate Exposure" means, on any Calculation Date, the aggregate
Exposure of a Party determined in accordance with Paragraph 3 of this Collateral
Annex.

         "Average Credit Rating Value" or "ACRV" means with respect to:

         (a) MCV:

         The average of the Numerical Values applicable to the Credit Ratings
published (if any) for Midland Funding Corp. II as determined in accordance with
the Credit Rating and Threshold Matrix, provided that if the Midland Funding
Corp. II has ceased to be rated by S&P and Moody's on the Calculation Date, then
the average of the Numerical Values applicable to the Credit Ratings for the
Economic Development Corporation of the County of Midland Subordinated Pollution
Control Limited Obligation Revenue Refunding Bonds (Midland Cogeneration
Project) Series 2000 A as determined in accordance with the Credit Rating and
Threshold Matrix. In determining the Average Credit Rating Value of MCV, the
average of the Numerical Values shall be rounded as follows: if the first
decimal number is five (5) or below, the ACRV shall be rounded to the next lower
integer, and if the first decimal number is six (6) or above, the ACRV shall be
rounded up to the next highest integer.

         (b) EPME:

         The average of the Numerical Values applicable to the Credit Ratings
published (if any) for El Paso Corporation by either S&P and/or Moody's, as
determined in accordance with the Credit Rating and Threshold Matrix. In
determining the Average Credit Rating Value of EPME, the average of the
Numerical Values shall be rounded as follows: if the first decimal number is
five (5) or below, the ACRV shall be rounded to the next lower integer, and if
the first decimal number is six (6) or above, the ACRV shall be rounded up to
the next highest integer.

         "Calculation Date" means any Business Day on which the Calculating
Party chooses or is requested by the other Party to make the determinations
referred to in Paragraphs 3, 4, 5 or 8 of this Collateral Annex.

         "Calculating Party" shall mean EPME, unless EPME is the Defaulting
Party in which case MCV shall be the Calculating Party.


<PAGE>

         "Cash" means U.S. dollars which may be held by or on behalf of the
Secured Party as Performance Assurance hereunder.

         "Collateral Account" shall have the meaning attributed to it in
Paragraph 6(a)(ii).

         "Collateral Requirement" shall have the meaning attributed to it in
Paragraph 3(b), and for purposes of the Collateral Requirement, the Calculating
Party shall determine the resulting Exposure from the Settlement Amount as
though all Transactions are terminated and the Calculating Party is the
Non-Defaulting Party.

         "Credit Event" means, with respect to any Party, a Default or Potential
Event of Default has occurred with respect to such Party.

         "Credit Rating" means with respect to any Person, on any date of
determination, the respective ratings then assigned to such Person's senior
unsecured long-term debt by S&P and/or Moody's, as applicable, and in the case
of MCV, the Credit Ratings for the specific debt issuances referenced under
ACRV; and if no rating is assigned to such Person's senior unsecured long-term
debt by either S&P or Moody's, the long-term issuer rating, as applicable,
assigned by such rating agencies to such Person, or in the case of MCV, if no
ratings are assigned to the specific debt issuances referenced under the ACRV
for MCV, MCV may cause Moody's and/or S&P to issue a "shadow rating" for MCV's
senior unsecured long-term indebtedness as though such indebtedness were
outstanding, and until such ratings are issued, the Credit Ratings shall be
deemed to be B- and B3 respectively.

         "Credit Rating and Threshold Matrix" means the following:

<TABLE>
<CAPTION>
                                                                       Exposure Threshold
                                                                       ------------------
Credit Rating Agency:       S&P    Moody's       Numerical                  US$ (MM)
                            ---    -------       ----------                 --------
                                                Values/ACRV
                                                -----------
<S>                       <C>      <C>          <C>                    <C>
Credit Rating:              AAA      Aaa             1                         40
                            AA+      Aa1             2                         40
                            AA       Aa2             3                         40
                            AA-      Aa3             4                         40
                            A+        A1             5                         40
                             A        A2             6                         40
                            A-        A3             7                         40
                           BBB+      Baa1            8                         40
                            BBB      Baa2            9                         40
                           BBB-      Baa3            10                        40
  Non-Investment Grade      BB+      Ba1             11                        20
  Non-Investment Grade      BB       Ba2             12                        20
  Non-Investment Grade      BB-      Ba3             13                        20
  Non-Investment Grade      B+        B1             14                         0
  Non-Investment Grade       B        B2             15                         0
  Non-Investment Grade      B-        B3             16                         0
</TABLE>


If either S&P or Moody's withdraws a Credit Rating published with respect to a
Person (without substitution of a new Credit Rating), 16 shall be used as the
Numerical Value from such rating agency for purposes of calculating the Average
Credit Rating Value for such Person.


         "Dominion" means Dominion Bond Rating Service Limited or its
successor-in-interest.



                                     - 2 -
<PAGE>

         "Exposure" means, on any Calculation Date, with respect to a Party, the
sum, whether a positive or negative number, of the Settlement Amount for each
Transaction, that would be calculated pursuant to this Agreement as if such date
were the Early Termination Date. Provided further, that for purposes of
determining the Exposure from the Settlement Amount(s), Costs shall be excluded
from the calculation, and provided further that for purposes of determining the
Collateral Requirement, the calculation of Gains/Losses utilized in the
determination of the Settlement Amount(s) and ultimately the Exposure, shall be
determined by using the mid-point between the bid price and the ask price for
the Transaction.

         "Exposure Threshold" means:

         (a) with respect to MCV, the Exposure Threshold shall be the amount set
         forth in the Credit Rating and Threshold Matrix as set forth in the
         Collateral Annex commensurate to the ACRV for MCV; and

         (b) with respect to EPME; the Exposure Threshold shall be the amount
         set forth in the Credit Rating and Threshold Matrix as set forth in the
         Collateral Annex commensurate to the ACRV for EPME.

         provided, the Exposure Threshold for a Party shall be zero (US$0.00)
upon the occurrence and during the continuance of a Credit Event (as defined in
the Collateral Annex) by or in respect of that Party; and further provided that
upon the cure or other removal of such Credit Event, the Exposure Threshold for
such Party shall be calculated as set forth in (a) or (b) above, as applicable.

         "Federal Funds Effective Rate" means the rate for that day opposite the
caption "Federal Funds (Effective)" as set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Board of Governors of the Federal Reserve System.

         "Letter of Credit" means an irrevocable, transferable, standby letter
of credit, issued by a major U.S. commercial bank or the U.S. branch office of a
foreign bank, in either case, with a Credit Rating of at least (a) "A+" by S&P
and "A1" by Moody's, if such entity is rated by both S&P and Moody's or (b) "
A+" by S&P or " A1" by Moody's, if such entity is rated by either S&P or Moody's
but not both, substantially in the form set forth in Schedule 1 attached hereto,
with such changes to the terms in that form as the issuing bank may require and
as may be acceptable to the beneficiary thereof.

         "Letter of Credit Default" means with respect to an outstanding Letter
of Credit, the occurrence of any of the following events: (a) the issuer of such
Letter of Credit shall fail to maintain a Credit Rating of at least (i) " A+" by
S&P or "A1" by Moody's, if such issuer is rated by both S&P and Moody's, (ii) "
A+" by S&P, if such issuer is rated only by S&P, or (iii) "A1" by Moody's, if
such issuer is rated only by Moody's; (b) the issuer of the Letter of Credit
shall fail to comply with or perform its obligations under such Letter of
Credit; (c) the issuer of such Letter of Credit shall disaffirm, disclaim,
repudiate or reject, in whole or in part, or challenge the validity of, such
Letter of Credit; (d) such Letter of Credit shall expire or terminate, or shall
fail or cease to be in full force and effect at any time during the term of the
Agreement, in any such case without replacement; or (e) the Bankruptcy of the
issuer of such Letter of Credit; provided, no Letter of Credit Default shall
occur in any event with respect to a Letter of Credit after the time such Letter
of Credit is required to be canceled or returned to a Party or the issuer
thereof in accordance with the terms of this Collateral Annex.

         "Minimum Transfer Amount" means, with respect to MCV, US$25,000.00
(Twenty-Five Thousand U.S. Dollars), and with respect to EPME, US$25,000.00
(Twenty-Five Thousand U.S. Dollars).

         "Moody's means Moody's Investors Service, Inc. or its
successor-in-interest.

         "Net Exposure" shall have the meaning attributed to it in Paragraph
3(a).



                                     - 3 -
<PAGE>

         "Notification Time" means 12:00 p.m. Central Clock Time on any Business
Day.

         "Performance Assurance" means all Eligible Collateral (and all proceeds
thereof) that has been Transferred to or received by a Party hereunder to secure
payment or performance of any of the other Party's Obligations and not
subsequently been returned to the other Party in accordance with the Agreement.
Any interest or other amount earned on account of Cash received and held by a
Party as Performance Assurance and any Cash received and held by a Party after
drawing on any Letter of Credit will constitute Performance Assurance in the
form of Cash. Any guaranty agreement executed by a Guarantor of a Party shall
not constitute Performance Assurance under this Agreement.

         "Pledging Party" shall mean either Party, when such Party has an
obligation to Transfer Eligible Collateral to the other Party and/or has
provided Performance Assurance under the terms of this Collateral Annex.

         "Qualified Institution" means a commercial bank or trust company
organized under the laws of the United States or Canada or a political
subdivision thereof, with a Credit Rating of at least (a) "A+" by S&P, "A1" by
Moody's, and "A High" by Dominion if such entity is rated by all of S&P, Moody's
and Dominion or (b) "A+" by S&P, "A1" by Moody's or "A High", if such entity is
rated by less than all of S&P, Moody's or Dominion, and having equity of at
least US$1,000,000,000.

         "Reference Market-Maker" means a leading dealer in the relevant market
selected by a Party determining its Exposure in good faith from among dealers of
the highest credit standing which satisfy all the criteria that such Party
applies generally at the time in deciding whether to offer or to make an
extension of credit.

         "Rounding Amount" means, with respect to MCV, US$250,000.00 (Two
Hundred Fifty Thousand U.S. Dollars) and each multiple thereof, and with respect
to EPME Party, US$250,000.00 (Two Hundred Fifty Thousand U.S. Dollars) and each
multiple thereof.

         "S&P" means the Standard & Poor's Rating Group (a division of
McGraw-Hill, Inc.) or its successor-in-interest.

         "Secured Party" shall mean either Party, when the Party is entitled to
make a demand for Eligible Collateral and/or hold any Performance Assurance
under this Agreement.

         "Transfer" or "Transferred" means (a) in the case of Cash (including
any interest or other amount earned thereon), payment or delivery by wire
transfer of immediately available funds into one or more bank accounts specified
by the receiving Party; (b) in the case of Letters of Credit, delivery of the
Letter of Credit or an amendment thereto to the receiving Party; (c) in the case
of any other type of Eligible Collateral/Performance Assurance, as agreed to in
writing by the Parties; and (d) in the case of a Guaranty, delivery of the
Guaranty thereto to the receiving Party.

         "Valuation Percentage" means, with respect to (i) Cash, 100%, and (ii)
with respect to Letters of Credit, 100% of the stated amount (or the undrawn
portion as applicable) that may be unconditionally withdrawn in accordance with
its terms, unless either (a) a Letter of Credit Default with respect to such
Letter of Credit shall have occurred and be continuing after the applicable
grace period therefore set forth in Paragraph 6(b)(iii), or (b) 20 or fewer
Business Days remain prior to the expiration of such Letter of Credit, in either
of which case the Valuation Percentage with respect to such Letter of Credit
shall be zero (0).



                                     - 4 -
<PAGE>

         "Value" means with respect to Eligible Collateral/Performance
Assurance, the stated amount of the Eligible Collateral/Performance Assurance as
adjusted by the Valuation Percentage of such Eligible Collateral/Performance
Assurance.

     PARAGRAPH 2. GRANT OF SECURITY INTEREST.

         (a) As security for the prompt and complete payment and performance of
     all Obligations of each Party, such Party (the "Pledgor") pledges, assigns,
     conveys, and transfers to other Party (the "Pledgee"), and hereby grants to
     Pledgee a present and continuing first priority security interest in and
     to, and a general first lien upon and right of setoff against, (i) all of
     Pledgor's right, title and interest in, to and under any Performance
     Assurance which has been or may in the future be Transferred to, or
     received by, Pledgee, (ii) all right, title, and interest that the Pledgor
     has in any Obligations of Pledgee to Pledgor, together with all accounts,
     general intangibles, and payment intangibles in respect of payments owed
     with respect to such Obligations, and (iii) all dividends, interest, and
     other proceeds from time to time received, receivable, or otherwise
     distributed in respect of, or in exchange for, any or all of the foregoing.
     To the extent that all or any portion of the grant set forth in this
     Paragraph 2(a) has previously been made by Pledgor to Pledgee, such grant
     shall continue in effect from the date when originally made, and shall be
     deemed amended, renewed, and restated by the above to include the full
     grant made therein.

         (b) Pledgor agrees to take such action as Pledgee reasonably requests
     in order to perfect Pledgee's continuing security interest in, lien on, and
     right of setoff against such Performance Assurance and Obligations of
     Pledgor to Pledgee and grants authority to Pledgee to file financing
     statements or take such other actions necessary to perfect the foregoing
     interests. Pledgor hereby authorizes Pledgee to sign and file one or more
     financing statements without the signature of Pledgor in accordance with
     Section 9-509 of the Uniform Commercial Code. In addition to the foregoing,
     Pledgee shall have all of the rights and remedies of a secured party under
     the Uniform Commercial Code.

         (c) Pledgor hereby represents and warrants to and agrees with Pledgee
     that, with respect to any Obligations of Pledgee to Pledgor, save and
     except any Obligations of Pledgee to Pledgor arising prior to the Effective
     Date:

                  (i) Pledgor has and will retain good title to and sole
         ownership of such Obligations, free and clear of any liens, security
         interests, assignments, claims, or other encumbrances other than those
         in favor of Pledgee (and without limiting the foregoing, Pledgor shall
         not sell or assign or grant any security interest with respect to such
         Obligations under any securitization program or otherwise);

                  (ii) Pledgee has the right to setoff against such Obligations
         without restriction; and

                  (iii) Pledgor has not and will not become a party to or
         otherwise be bound by any agreement, other than the Agreement, which
         restricts in any manner the rights of Pledgor with respect to the
         Obligations.

         (d) To the extent permitted under Paragraph 7 with respect to
     Performance Assurance, Pledgor grants to Pledgee the same rights and
     remedies with respect to such Obligations, if applicable, in the same
     manner and to same extent required of Pledging Party and authorized for
     Secured Party with respect to Performance Assurance under Paragraph 7.

         (e) The provisions of any Underlying Master Agreement and any
     Transactions relating to the administration and application of any
     Performance Assurance shall be, and hereby are, superceded and replaced in
     their entirety by the provisions of this Collateral Annex, except that any
     right of any



                                     - 5 -
<PAGE>

     Party to realize on or apply any collateral pursuant to the terms of any
     Underlying Master Agreement or any Transaction upon any event or occurrence
     that does not constitute a Default (and which has not been superceded or
     replaced by the provisions of Sections 2 and 3 of the Agreement) shall
     remain in full force and effect.

         (f) Notwithstanding any provisions of any of the Underlying Master
     Agreements and any Transactions, each Letter of Credit Transferred as
     Eligible Collateral for the account of EPME shall name MCV as beneficiary
     thereof, and each Letter of Credit Transferred as Eligible Collateral for
     the account of MCV shall name EPME as beneficiary thereof, and in each case
     shall provide for the right of MCV or EPME, respectively, to draw thereon
     upon the terms and conditions in the Letter of Credit. The Parties covenant
     to each other to use reasonable efforts to promptly cause the amendment or
     reestablishment of each Letter of Credit issued for its account under the
     Underlying Master Agreements or Transactions in accordance with the
     Agreement, including this Collateral Annex.

     PARAGRAPH 3. CALCULATIONS OF THE COLLATERAL REQUIREMENT.

         (a) On any Calculation Date, the Calculating Party shall reasonably
     determine the Exposure for each Party by determining the Settlement Amount
     with respect to each Transaction. The Exposures of each Party shall be
     aggregated to determine the "Aggregate Exposure". The Party having a
     positive Aggregate Exposure at any time (i.e., the "Secured Party") shall
     be deemed to have a "Net Exposure" to the other Party (i.e., the "Pledging
     Party") equal to such positive Aggregate Exposure.

         (b) The "Collateral Requirement" for Pledging Party means (i) Secured
     Party's Net Exposure minus (ii) the sum of:

                           (A) Pledging Party's Exposure Threshold; plus

                           (B) the Value of Cash previously Transferred to
                  Secured Party (including any interest or other amount earned
                  thereon that is held by Secured Party), and the Value of Cash
                  held by Secured Party as a result of drawing under any Letter
                  of Credit that has not been applied against (and is not
                  required to be applied against) any Obligations owed by a
                  Defaulting Party; plus

                           (C) the Value of each Letter of Credit issued for the
                  account of Pledging Party for the benefit of Secured Party;

provided that in no event may the Collateral Requirement for Pledging Party be
less than US$0.00; and further provided that such amount shall be rounded up to
the nearest integral multiple of the Rounding Amount.

PARAGRAPH 4. TRANSFER OF ELIGIBLE COLLATERAL/PERFORMANCE ASSURANCE.

         On any Calculation Date on which (a) no Default or Potential Event of
Default has occurred and is continuing with respect to Secured Party, (b) no
Early Termination Date has occurred or been designated as a result of a Default
with respect to the Secured Party; and (c) Pledging Party's Collateral
Requirement equals or exceeds its Minimum Transfer Amount, then Secured Party
may demand that Pledging Party Transfer to Secured Party, and Pledging Party
shall Transfer, or cause to be Transferred to Secured Party (as directed by
Secured Party in such notice), Eligible Collateral for the benefit of Secured
Party, in an amount and with a Value at least equal to Pledging Party's
Collateral Requirement. Unless otherwise agreed in writing by the Parties,
Eligible Collateral demanded of Pledging Party on or before the Notification
Time on a Business Day shall be Transferred by 5:00 p.m. Central Clock Time on
the next following Business Day, and if demanded after the Notification Time on
a Business Day, shall be Transferred on the second Business Day following
Secured Party's demand for Eligible Collateral. Any



                                     - 6 -
<PAGE>

Letter of Credit shall be delivered to such address as Secured Party shall
specify and any such demand made by Secured Party pursuant to this Paragraph 4
shall specify account information for the account to which Eligible Collateral
in the form of Cash shall be Transferred. Notwithstanding anything to the
contrary in this Collateral Annex, if the event giving rise to an obligation to
Transfer Eligible Collateral is cured or otherwise removed prior to the time
that such Eligible Collateral is required to be provided, Pledging Party shall
have no obligation to provide such Eligible Collateral.

PARAGRAPH 5. REDUCTION AND SUBSTITUTION OF PERFORMANCE ASSURANCE.

         (a) On any Calculation Date (but no more frequently than once per day
     with respect to Cash), a Party may request a reduction in the amount of
     Performance Assurance previously Transferred by that Party for the benefit
     of the other Party; provided that in order for such request to be honored,
     the reduction is not less than the Minimum Transfer Amount in respect of
     the requesting Party and after giving effect to the requested reduction in
     Performance Assurance, (i) the requesting Party must then have a Collateral
     Requirement of zero (0) or less; and (ii) no Default or Potential Event of
     Default with respect to the requesting Party shall have occurred and be
     continuing; and (iii) no Early Termination Date has occurred or been
     designated as a result of a Default with respect to the requesting Party.

         (b) If the Party holding such Performance Assurance determines in its
     reasonable discretion that the conditions set forth in Paragraph 5(a) have
     been met with respect to a requested reduction in Performance Assurance,
     such Party shall honor such request for a reduction. A permitted reduction
     in Performance Assurance may be effected by the Transfer of Cash to the
     requesting Party or the termination of or reduction of the amount available
     for drawing under an outstanding Letter of Credit previously issued for the
     benefit of the Secured Party. The Pledging Party shall have the right to
     specify the means of effecting a permitted reduction in Performance
     Assurance. The amount of the Performance Assurance reduction hereunder
     shall be rounded down to the nearest integral multiple of the Rounding
     Amount.

         (c) The cost and expense of reducing Performance Assurance (including,
     without limitation, the reasonable costs, expenses, and attorneys' fees of
     the other Party) shall be borne by the requesting Party.

         (d) Unless otherwise agreed in writing by the Parties, if the
     requesting Party under this Paragraph 5 demands a reduction prior to the
     Notification Time, the other Party shall have until 5:00 p.m. Central Clock
     Time on the second Business Day following a request for reduction to effect
     a permitted reduction in Performance Assurance if such reduction is to be
     effected by the return of Cash to the requesting Party. If the reduction
     demand is made after the Notification Time, the other Party shall have
     until 5:00 p.m. Central Clock Time on the third Business Day following such
     request for reduction to effect a permitted reduction in Performance
     Assurance if such reduction is to be effected by the return of Cash to the
     requesting Party. If a permitted reduction in Performance Assurance is to
     be effected by the termination of or a reduction in the amount available
     for drawing under an outstanding Letter of Credit previously issued for the
     benefit of Secured Party, the other Party shall promptly take such action
     directed by the issuer of such Letter of Credit as is reasonably necessary
     to effectuate such termination or reduction.

         (e) Unless a Default or Potential Event of Default with respect to
     Pledging Party shall have occurred and be continuing, or an Early
     Termination Date shall have been designated by the Secured Party, the
     Pledging Party may substitute Performance Assurance for other existing
     Performance Assurance of equal Value upon two Business Day's written notice
     to the Secured Party. Promptly upon the Transfer to Secured Party of any
     such substitute Performance Assurance, Secured Party shall Transfer the
     relevant replaced Performance Assurance to Pledging Party. Notwithstanding


                                     - 7 -
<PAGE>

     anything herein to the contrary, no such substitution shall be permitted
     unless (i) such substitute Eligible Collateral has been Transferred to
     Secured Party or its agent (as directed by Secured Party) prior to the
     release of the Performance Assurance to be returned to Pledging Party, and
     the security interest in, and general first lien upon, such substituted
     Eligible Collateral granted pursuant hereto in favor of Secured Party shall
     have been perfected as required by applicable law and shall constitute a
     first priority perfected security interest therein and general first lien
     thereon, and (ii) shall be no less than the Pledging Party's Minimum
     Transfer Amount. Each substitution of Performance Assurance shall
     constitute a reaffirmation by Pledging Party that all Performance Assurance
     held by or on behalf of Secured Party shall be subject to and governed by
     the terms and conditions of this Collateral Annex, including, without
     limitation, the security interest in, general first lien on and right of
     offset against, such Performance Assurance granted pursuant hereto in favor
     of Secured Party pursuant to Paragraph 2.

         (f) The Transfer of any Performance Assurance by Secured Party to
     Pledging Party in accordance with this Paragraph 5 shall be deemed a
     release by Secured Party of its security interest, general first lien and
     right of offset granted pursuant to Paragraph 2 hereof only with respect to
     such returned Performance Assurance. In connection with each return of any
     Performance Assurance pursuant to this Paragraph 5, Pledging Party will,
     upon request of Secured Party, execute a receipt showing the Performance
     Assurance received by it.

PARAGRAPH 6. ADMINISTRATION OF PERFORMANCE ASSURANCE.

         (a) Cash. Performance Assurance provided in the form of Cash to Secured
Party shall be held in a jurisdiction of the United States at all times and
shall be subject to the following provisions:

                  (i) The Secured Party shall have the right to commingle or
         otherwise use in its business any Cash that it holds as Performance
         Assurance hereunder; provided, however that such use shall be
         consistent with applicable industry standards.

                  (ii) The Secured Party may allow a Qualified Institution to
         hold all Cash in its possession on its behalf in a segregated,
         safekeeping or custody account (a "Collateral Account") within such
         Qualified Institution (subject to customary custody and control
         provisions) with the title of the account indicating that the property
         contained therein is being held as Cash owned by the Pledging Party,
         subject to the security interest of the Secured Party in accordance
         with this Agreement. Such Qualified Institution shall so long as it
         continues to serve as custodian with respect to the Cash in the
         Collateral Account, hold such Cash in accordance with the terms of this
         Agreement and for the security interest of the Secured Party and,
         subject to such security interest, for the ownership of the Pledging
         Party. The Qualified Institution will hold the Cash in an interest
         bearing account and, the Qualified Institution will not take any other
         actions in an attempt to obtain a return on the Cash in excess of what
         can be expected by maintaining the Cash in the interest bearing
         account, including but not limited to the investment or reinvestment of
         the Cash in any investment vehicles of any nature inconsistent with the
         stated constraint on the retention and use of the Cash in the interest
         bearing account; provided, however, that the Qualified Institution may
         invest and reinvest or procure the investment and reinvestment of the
         Cash in accordance with the written instructions of the Secured Party,
         which instructions shall be in compliance with industry standards.
         Provided, further that the Cash so held by the Qualified Institution
         shall be subject to the Pledging Party's request for the return of the
         Performance Assurance if authorized by this Agreement, and such Cash
         shall be returned in accordance with the timing set forth in this
         Agreement if required. The Secured Party agrees to cooperate as
         necessary to facilitate such return of the Performance Assurance from
         the Qualified Institution.

                  (iii) Interest shall be deemed to accrue on all Cash held by
         Secured Party as Performance Assurance at a rate per annum equal to the
         Federal Funds Effective Rate. Secured



                                     - 8 -
<PAGE>

         Party shall retain such deemed interest, subject to the provisions of
         Paragraph 5(a). Secured Party shall not be responsible to Pledging
         Party for any amounts earned on Cash held as Performance Assurance
         other than the deemed interest as set forth in this Paragraph
         6(a)(iii).

         (b) Letters of Credit. Performance Assurance provided in the form of a
Letter of Credit shall be subject to the following provisions.

                  (i) Unless otherwise agreed to in writing by the Parties, each
         Letter of Credit shall be maintained for the benefit of the Secured
         Party. If required under the terms of this Collateral Annex, the
         Pledging Party shall renew or cause the renewal of each outstanding
         Letter of Credit in order to keep the Valuation Percentage from being
         reduced (or cause the substitution of Eligible Collateral having
         equivalent or greater Value to such Letter of Credit (subject to the
         provisions of Paragraph 5(a)). Upon the occurrence and continuance of a
         Default with respect to Secured Party or the designation of an Early
         Termination Date as a result of any such Default, in lieu of the
         obligation set forth in this subparagraph, the Pledging Party shall
         cause any outstanding Letter of Credit issued on its behalf to be
         maintained, renewed or replaced, or at the election of the Pledging
         Party, Performance Assurance in the form of Cash to be deposited with a
         Qualified Institution on behalf of the Defaulting Party (in which event
         Secured Party shall immediately return the Letter of Credit to Pledging
         Party), as the case may be, for ten (10) Business Days after such time
         as the Final Settlement Amount is finally determined in accordance with
         the Agreement and is otherwise due under the Agreement (including the
         resolution of any dispute pertaining to such Final Settlement Amount);
         provided that the Value of any such outstanding Letter of Credit shall
         be maintained at (or Performance Assurance in the form of Cash
         deposited in) an amount equivalent to the lesser of (x) the undrawn
         portion of such Letter of Credit on the date of the occurrence of any
         such Default (provided it is continuing) with respect to Secured Party
         or (y) if Secured Party draws on any such Letter of Credit for any
         reason whatsoever after the date of such Default (provided such Default
         is continuing), the remaining undrawn portion of the Letter of Credit),
         or (z) the amount which Secured Party has determined, in a commercially
         reasonable manner, is the amount of any unpaid Final Settlement Amount
         which is owed to it using the methodology for such calculation set
         forth in the Agreement. The Pledging Party's failure to post
         Performance Assurance in accordance with the terms of this Paragraph
         may lead to a Default under Section 2(d)(vi) of the Agreement, which,
         if such Default occurs and is continuing, shall entitle Secured Party
         to draw upon any such Letter of Credit in an amount not greater Secured
         Party has determined, in a commercially reasonable manner, is the
         amount of any unpaid Final Settlement Amount owed to it using the
         methodology for such calculation set forth in the Agreement; provided,
         however that if Secured Party has not made any such determination
         because Pledging Party has not tendered the Final Settlement Amount
         calculations to Secured Party so as to allow Secured Party to dispute
         such calculation within the terms of the Agreement, then Secured Party
         may draw upon the entire amount of the Letter of Credit if the Letter
         of Credit will expire within a period of less than ten (10) Business
         Days. Any and all draw proceeds received by the Secured Party under
         this subparagraph shall be held by its Qualified Institution pursuant
         to the terms of this Paragraph 6(b)(iv) until the amount of the Final
         Settlement Amount is finally determined in accordance with this
         Agreement.

                  (ii) As one method of providing Performance Assurance,
         Pledging Party may increase the amount available for drawing under an
         outstanding Letter of Credit.

                  (iii) Upon the occurrence of a Letter of Credit Default,
         Pledging Party agrees to deliver to Secured Party either a substitute
         Letter of Credit or other Eligible Collateral, in each case on or
         before the second Business Day after the occurrence thereof (or the
         fifth Business Day after the occurrence thereof if only clause (a)
         under the definition of Letter of Credit Default applies), having the
         same Value (as applicable only with respect to subsection (ii)(a) of
         the



                                     - 9 -
<PAGE>

         definition of Valuation Percentage, with respect to the amount that may
         be unconditionally withdrawn in the case of a substitute Letter of
         Credit) as the undrawn amount of the Letter of Credit immediately prior
         to such Letter of Credit Default.

                  (iv) At any time during the continuance of a Default with
         respect to Pledging Party, then Secured Party may draw up to the entire
         undrawn portion of any outstanding Letter of Credit. Cash proceeds
         received from drawing upon a Letter of Credit shall be deemed
         Performance Assurance as security for Pledging Party's Obligations to
         Secured Party and Secured Party shall have the rights and remedies set
         forth herein with respect to such Cash. Notwithstanding anything to the
         contrary contained in the Agreement, if Secured Party shall draw upon
         any Letter of Credit while a Default shall have occurred and be
         continuing with respect to Secured Party, any portion of the proceeds
         of such Letter of Credit which is the subject of a bona fide dispute
         shall be held only at a Qualified Institution pursuant to the
         provisions of Paragraph 6(a)(ii) (without the necessity of any request
         from Pledging Party and without the benefit of any grace period) until
         such time as the dispute has been finally resolved pursuant to the
         terms hereof.

                  (v) In all cases, notwithstanding Secured Party's receipt of
         Cash on account of any Letter of Credit, Pledging Party shall remain
         liable for any failure to Transfer sufficient Eligible Collateral or
         for any amounts owing to Secured Party and remaining unpaid after the
         application of the amounts so drawn by Secured Party. In all cases, the
         costs and expenses (including, without limitation, the reasonable
         costs, expenses, and attorneys' fees of Secured Party) of establishing,
         renewing, substituting, canceling, and increasing the amount of a
         Letter of Credit shall be borne by Pledging Party.

         (c) Care of Performance Assurance. Beyond the exercise of reasonable
care in the custody thereof, Secured Party shall have no duty as to any
Performance Assurance in its possession or control or any income thereon or as
to the preservation of rights against prior parties or any other rights
pertaining thereto. Secured Party shall be deemed to have exercised reasonable
care in the custody and preservation of the Performance Assurance in its
possession if the Performance Assurance is accorded treatment substantially
equal to that which it accords its own property. Except as otherwise authorized
under Paragraph 6(a)(i)(ii) or (d), the Secured Party shall retain possession or
control of any Performance Assurance delivered to it; provided, however that the
Secured Party may, invest, commingle or otherwise use in its business the
Performance Assurance it holds.

         (d) Qualified Institution. The Qualified Institution for each Party, if
applicable, shall act on behalf of the Party in connection with the performance
of all duties and the exercise of all rights in respect of Performance Assurance
under the Agreement.

PARAGRAPH 7. EXERCISE OF RIGHTS AGAINST PERFORMANCE ASSURANCE.

         (a) In the event that (i) a Default with respect to Pledging Party has
occurred and is continuing or (ii) an Early Termination Date has occurred or has
been designated as a result of a Default with respect to the Pledging Party, the
Secured Party may exercise any one or more of the rights and remedies provided
under the Agreement, including, without limitation, this Collateral Annex, or as
otherwise available under applicable law. Without limiting the foregoing, if at
any time a Default with respect to Pledging Party has occurred and is
continuing, then Secured Party may, in its sole discretion, exercise any one or
more of the following rights and remedies:

                           (A) all rights and remedies available to a secured
                  party under Article 9 of the Uniform Commercial Code of the
                  jurisdiction in which the Performance Assurance is being held
                  and any other applicable jurisdiction and other applicable
                  laws with respect to the Performance Assurance held by or for
                  the benefit of Secured Party;



                                     - 10 -
<PAGE>

                           (B) the right to set off any Performance Assurance
                  held by or for the benefit of Secured Party against and in
                  satisfaction of any amount payable by Pledging Party in
                  respect of any of its Obligations;

                           (C) the right to draw on any outstanding Letter of
                  Credit issued for its benefit and apply the proceeds therefrom
                  as set forth herein;

                           (D) the right to liquidate and realize upon any
                  Performance Assurance held by or for the benefit of Secured
                  Party through one or more public or private sales or other
                  dispositions with such notice, if any, as may be required by
                  applicable law (it being agreed in such case that 10 days'
                  notice of any such sale is reasonable), free from any claim or
                  right of any nature whatsoever of Pledging Party, including
                  any right of equity or redemption by Pledging Party (with
                  Secured Party having the right to purchase any or all of the
                  Performance Assurance to be sold) and to apply the proceeds
                  from the liquidation of such Performance Assurance to and in
                  satisfaction of any amount payable by Pledging Party in
                  respect of any of its Obligations in such order as Secured
                  Party may elect; and/or

                           (E) any and all other rights and remedies set forth
                  herein.

         (b) In the event that an Additional Default Event with respect to the
Pledging Party has occurred and is continuing, the Secured Party may, in its
sole discretion, exercise any one or more remedies with respect to Performance
Assurance as provided in the Agreement.

         (c) For the avoidance of doubt, it is hereby acknowledged that Secured
Party shall be under no obligation to prioritize the order with respect to which
it exercises any one or more of its rights and remedies provided under the
Agreement, including, without limitation, this Collateral Annex, or as otherwise
available under applicable law. Pledging Party shall in all events remain liable
to Secured Party for any amount payable by Pledging Party in respect of any of
its Obligations remaining unpaid after any realization or liquidation of the
Performance Assurance (including the reasonable costs and expenses relating to
any disposition of any Performance Assurance), application of the same and set
off, offset, combination of accounts, retention, withholding, and/or liquidation
rights and remedies.

PARAGRAPH 8. DISPUTED CALCULATIONS

         (a) If any Party disputes the amount of Performance Assurance requested
(and/or the amount of Performance Assurance to be returned) and such dispute
relates to the amount of the Collateral Requirements, such objecting Party shall
(i) notify the Party that made such calculation of the existence and nature of
the dispute not later than the 5:00 p.m. at the place of delivery on the second
Business Day following the date that notice of such calculation has been made by
the Calculating Party, (ii) provide the Calculating Party with the disputing
Party's own calculation, made in good faith and in a commercially reasonable
manner, of such amount; and (iii) if any payment, provision of Performance
Assurance, or other action is required to be taken with respect to such amount,
the disputing Party or the Calculating Party, as applicable shall take such
action with respect to the undisputed portion of such amount. Notwithstanding
the foregoing sentence, in no event shall a disputing Party be entitled to
forestall a Secured Party from holding and realizing against Performance
Assurance held by it or on its behalf in the event of a Default by the Pledging
Party, in which event, Secured Party shall be entitled to act with respect to
the entire Final Settlement Amount reasonably calculated by it in good faith,
and such dispute shall be subject to resolution as set forth below.

         (b) The Parties thereafter shall promptly consult with each other in
order to reconcile the two conflicting amounts. If the Parties have not been
able to resolve their dispute on or before the second Business Day following the
date that notice of such dispute was made, then the Secured Party's Collateral


                                     - 11 -
<PAGE>

Requirements shall be recalculated by each Party requesting quotations from one
(1) Reference Market-Maker (or Kiodex at the option of such Party) within two
(2) Business Days (taking the arithmetic average of the two quotes obtained to
obtain the average Settlement Amount; provided, that, if only one (1) quotation
can be obtained by the Parties, then that quotation shall be used) for the
purpose of recalculating the Settlement Amount of each Transaction in respect of
which the Parties disagree as to the Settlement Amount for purposes of
determining the Collateral Requirements in accordance with Paragraph 3(b), and
the Secured Party shall inform the Pledging Party of the results of such
recalculation (in reasonable detail). Eligible Collateral/Performance Assurance
shall thereupon be provided, returned, or reduced, if necessary, on the next
Business Day in accordance with the results of such recalculation.

PARAGRAPH 9. COVENANTS; REPRESENTATIONS AND WARRANTIES; MISCELLANEOUS.

         (a) Pledging Party will execute and deliver to Secured Party (and to
     the extent permitted by applicable law, Pledging Party hereby authorizes
     Secured Party to execute and deliver, in the name of Pledging Party or
     otherwise) such financing statements, assignments and other documents and
     do such other things relating to the Performance Assurance and the security
     interest granted under this Collateral Annex as Secured Party may
     reasonably deem necessary or appropriate to perfect or maintain perfection
     of its security interest in the Performance Assurance or otherwise as
     required hereunder, and Pledging Party shall pay all costs relating to its
     delivery of Performance Assurance and the maintenance and perfection of the
     security interest granted in this Collateral Annex.

         (b) On each day on which Performance Assurance is held by or on behalf
     of Secured Party under the Agreement, including, without limitation, this
     Collateral Annex, Pledging Party hereby represents and warrants to Secured
     Party that:

                  (i) Pledging Party has good title to and is the sole owner of
         such Performance Assurance, and the execution, delivery and performance
         of the covenants and agreements of the Agreement, including, without
         limitation, this Collateral Annex, do not result in the creation or
         imposition of any lien or security interest upon any of its assets or
         properties, including, without limitation, the Performance Assurance,
         other than the security interests and liens created under the Agreement
         unless otherwise stated herein;

                  (ii) upon the Transfer of Performance Assurance by Pledging
         Party to Secured Party, Secured Party shall have a valid and perfected
         first priority continuing security interest therein, free of any liens,
         claims or encumbrances, except those liens, security interests, claims
         or encumbrances arising by operation of law that are given priority
         over a perfected security interest;

                  (iii) Secured Party has a valid and perfected first priority
         continuing security interest in the Performance Assurance, free of any
         liens, claims or encumbrances, except those liens, claims or
         encumbrances arising by operation of law that are given priority over a
         perfected security interest; and

                  (iv) it is not and will not become a party to or otherwise be
         bound by any agreement, other than the Agreement, which restricts in
         any manner the rights of any present or future holder of any of the
         Performance Assurance with respect hereto.

         (c) The Agreement, including, without limitation, this Collateral
     Annex, has been and is made solely for the benefit of the Parties and their
     permitted successors and assigns, and no other person, partnership,
     association, corporation or other entity shall acquire or have any right
     under or by virtue hereof.

         (d) Pledging Party shall pay on request and indemnify Secured Party
     against any taxes (including, without limitation, any applicable transfer
     taxes and stamp, registration or other



                                     - 12 -
<PAGE>

     documentary taxes), assessments, or charges that may become payable by
     reason of the security interests, general first lien and right of offset
     granted under, or the execution, delivery, performance or enforcement of,
     the Agreement, including, without limitation, this Collateral Annex, as
     well as any penalties with respect thereto (including, without limitation
     costs and reasonable fees and disbursements of counsel). Pledging Party
     agrees to pay Secured Party for all reasonable expenses (including without
     limitation, court costs and reasonable fees and disbursements of counsel)
     incurred by it in connection with the enforcement of, or suing for or
     collecting any amounts payable by it under, the Agreement, including,
     without limitation, this Collateral Annex.

         (e) No failure or delay by either Party hereto in exercising any right,
     power, privilege, or remedy hereunder shall operate as a waiver thereof.

         (f) The headings in the Collateral Annex are for convenience of
     reference only, and shall not affect the meaning or construction of any
     provision thereof.




                                     - 13 -
<PAGE>

                         SCHEDULE 1 TO COLLATERAL ANNEX

                   IRREVOCABLE STANDBY LETTER OF CREDIT FORMAT
                                DATE OF ISSUANCE:

[Address]

         Re:  Credit No. _______________

         We hereby establish our Irrevocable Transferable Standby Letter of
Credit in favor of __________ (the "Beneficiary") for the account of
_______________________ (the "Account Party"), for the aggregate amount not
exceeding ______________________ United States Dollars ($___________), available
to you at sight upon demand at our counters at (Location) on or before the
expiration hereof against presentation to us of one of the following statements,
dated and signed by [_______________________]:

         "A Default (as defined in the Master Netting, Setoff, and Security
Agreement dated as of November ___, 2002, between MCV and El Paso Merchant
Energy, L.P., as the same may be amended (the "Master Agreement")) has occurred
and is continuing with respect to the Account Party under the Master Agreement.
Wherefore, the undersigned does hereby demand payment in the amount of
[US$___________]"; or

         "An Additional Default Event (as defined in the Master Netting, Setoff,
and Security Agreement dated as of November ___, 2002, between MCV and El Paso
Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has
occurred and is continuing with respect to the Account Party under the Master
Agreement. Wherefore, the undersigned does hereby demand payment in the amount
of [US$___________]"; or

         "An Early Termination Date (as defined in the Master Netting, Setoff,
and Security Agreement dated as of November ___, 2002, between MCV and El Paso
Merchant Energy, L.P., as the same may be amended (the "Master Agreement")) has
been designated with respect to the Account Party under the Master Agreement.
Wherefore, the undersigned does hereby demand payment in the amount of
[US$___________]."

         "To the extent the Master Agreement is terminated or otherwise fails to
be in full force and effect so as to revive the "default" and "event of default"
terms and conditions under the Underlying Master Agreements and Transactions (as
defined in the Master Netting, Setoff, and Security Agreement dated as of
November ___, 2002, between MCV and El Paso Merchant Energy, L.P., as the same
may be amended (the "Master Agreement")), a "default", "event of default",
"additional termination event", "early termination date" has occurred under the
Underlying Master Agreements and/or Transactions (and with respect to a
"default", "event of default" or "additional termination event" is continuing)
with respect to the Account Party. Wherefore, the undersigned does hereby demand
payment in the amount of [US$___________]"; or

         "The Beneficiary has requested alternate security from the Account
Party and the Account Party has not provided alternate security acceptable to
Beneficiary and this Letter of Credit has less than ten (10) business days until
expiry. Wherefore, the undersigned does hereby demand payment in the amount of
[US$___________]"; or

         "The Account Party has determined the Final Settlement Amount owed to
the Beneficiary under the Master Netting, Setoff, and Security Agreement dated
as of November___, 2002, between MCV and El Paso Merchant Energy, L.P., and has
authorized the Beneficiary in writing, as evidenced by the signed



                                     - 14 -
<PAGE>

authorization from the Account Party attached hereto, to draw down on the Letter
of Credit in the amount of $_________."

         The amount which may be drawn by you under this Letter of Credit shall
be automatically reduced by the amount of any drawings paid through the issuer
of this Letter of Credit referencing this Letter of Credit No. ____. Partial
drawings are permitted hereunder.

         We hereby agree with you that documents drawn under and in compliance
with the terms of this Letter of Credit shall be duly honored upon presentation
as specified.

         This Letter of Credit shall be governed by the Uniform Customs and
Practice for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500 (the "UCP"), except to the extent that the terms
hereof are inconsistent with the provisions of the UCP, including but not
limited to Articles 13(b) and 17 of the UCP, in which case the terms of this
Letter of Credit shall govern.

         With respect to Article 13(b) of the UCP, the issuer of this Letter of
Credit shall have a reasonable amount of time, not to exceed three (3) banking
days following the date of its receipt of documents from the beneficiary, to
examine the documents and determine whether to take up or refuse the documents
and to inform the beneficiary accordingly.

         In the event of an act of God, riot, civil commotion, insurrection, war
or any other cause beyond our control that interrupts our business
(collectively, an "Interruption Event") and causes the place for presentation of
this Letter of Credit to be closed for business on the last day for
presentation, the expiry date of this Letter of Credit will be automatically
extended without amendment to a date thirty (30) calendar days after the place
for presentation reopens for business.

         This Letter of Credit is transferable, and we hereby consent to such
transfer, but otherwise may not be amended, changed or modified without the
express written consent of the Beneficiary, the issuer of this Letter of Credit
and the Account Party.


                                [BANK SIGNATURE]













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