ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT
PARTY A PURCHASES PUT OPTIONS PURSUANT TO THIS PART 13(B)(IV)(B), PARTY B SHALL
PAY TO PARTY A A FEE EQUAL TO THE AMOUNT OF THE PREMIUM PAID BY PARTY A FOR SUCH
PUT OPTIONS WHICH FEE SHALL BE PAID ON THE NEXT ENERGY SETTLEMENT DATE FOLLOWING
THE DATE SUCH PUT OPTION WAS ENTERED INTO BY PARTY A.
PARTY B FURTHER
ACKNOWLEDGES AND AGREES THAT PARTY A SHALL HAVE NO OBLIGATION TO PURCHASE ANY
PUT OPTIONS OR ENTER INTO ANY CALL OPTION WITH PARTY B PURSUANT TO THIS
PART 13(B)(IV)(B) AND THAT ANY SUCH TRANSACTIONS SHALL BE ENTERED INTO BY PARTY
A IN ITS SOLE DISCRETION.
(V)
FIXED PRICE CONTRACT MIX.
PARTY B SHALL
NOT, DURING ANY TWELVE MONTH PERIOD, ENTER INTO ANY NEW FIXED PRICE CONTRACTS
WHERE THE RESIDENTIAL CUSTOMER- EQUIVALENTS OF SUCH CONTRACTS ARE GREATER THAN
75% OF ALL THE RESIDENTIAL CUSTOMER- EQUIVALENTS OF ALL NEW CONTRACTS ENTERED
INTO IN A CONTRACT YEAR.
(VI)
LIMIT ON TRANSACTION SIZE.
WITHOUT THE
PRIOR WRITTEN CONSENT OF PARTY A, PARTY B SHALL NOT DIRECTLY OR INDIRECTLY SELL
ENERGY TO ANY PERSON IF THE REASONABLY FORECASTED PURCHASES OF SUCH PERSON
INDICATE PURCHASES FROM PARTY B OF MORE THAN (A) 160 MWHS ON AVERAGE PER DAY,
(B) $440,000 IN ACTUAL BILLED AMOUNTS FOR ANY 30-DAY PERIOD AT THE TIME OF SUCH
SALE, OR (C) IF MX ENERGY IS CONCURRENTLY SELLING GAS TO SUCH PERSON, 9 MWHS ON
AVERAGE PER DAY.
(VII)
LIMIT ON CUSTOMER DEMAND.
PARTY B SHALL NOT
ENTER INTO ANY FIXED PRICED FORWARD TRANSACTION FOR THE SALE OF ENERGY WITH A
CUSTOMER IF THE FORECASTED ANNUAL QUANTITY OF ENERGY CONSUMED BY SUCH CUSTOMER
FOR ENERGY, AS DETERMINED BY PARTY B AND APPROVED BY PARTY A, IS GREATER THAN 3%
OF THE PARTY B CUSTOMER LOAD FOR ENERGY.
(VIII)
LIMIT ON NOTIONAL EXPOSURE.
PARTY B SHALL NOT
ENTER INTO ANY TRANSACTION FOR THE SALE OF ENERGY WITH A CUSTOMER INVOLVING A
FIXED FORWARD PRICE IF, AFTER GIVING EFFECT TO THE TRANSACTION THAT WOULD BE
REQUIRED UNDER PART 12(A)(XIV) HEREOF IN ORDER TO HEDGE THE PRICE RISK
ASSOCIATED WITH SUCH SALE TRANSACTION, THE AMOUNT DETERMINED IN ACCORDANCE WITH
THE FOLLOWING FORMULA WOULD EQUAL OR EXCEED $260,000,000:
(A)
FIRST, FOR EACH SWAP TRANSACTION ENTERED INTO
(I) BY PARTY B WITH PARTY A WITH RESPECT TO ENERGY AND (II) BY MX ENERGY WITH
PARTY A WITH RESPECT TO GAS, DETERMINE THE PRODUCT OF:
(1)
THE REMAINING NOTIONAL QUANTITY IN RESPECT
OF SUCH TRANSACTION AS AT THE TIME OF THE DETERMINATION THEREOF (IN MMBTU OR
MWH, AS THE CASE MAY BE); MULTIPLIED BY
(2)
THE FIXED FORWARD PRICE PAYABLE BY PARTY B
OR MX ENERGY, AS APPLICABLE, WITH RESPECT TO THAT TRANSACTION;
(B)
SECOND, DETERMINE THE SUM OF THE AMOUNTS
CALCULATED IN ACCORDANCE WITH PART 13(B)(VIII)(A) ABOVE FOR ALL SWAP
TRANSACTIONS WITH RESPECT TO GAS AND ENERGY BETWEEN (I) PARTY B AND PARTY A AND
(II) MX ENERGY AND PARTY A (THE "SWAP EXPOSURE");
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(C)
THIRD, FOR