AVOIDANCE OF DOUBT, PARTY A AND PARTY
B ACKNOWLEDGE AND AGREE THAT A GAS ADDER SHALL NOT BE ADDED TO AMOUNTS PAYABLE
BY PARTY A UNDER ANY TRANSACTION.
(C)
PRICE CREDITS.
FOR ALL SALES OF GAS BY
PARTY B TO PARTY A, AND FOR ALL GAS SWAPS THAT PARTY A AGREES UNWIND EXISTING
POSITIONS, PARTY A WILL CREDIT TO PARTY B AN AMOUNT EQUAL TO $0.0525/MMBTU IN
ADDITION TO THE QUOTED PURCHASE PRICE(S) FOR SUCH TRANSACTIONS; PROVIDED,
HOWEVER, THAT SUCH CREDIT SHALL NOT APPLY TO (I) PROMPT MONTH AND INTRA-MONTH
TRANSACTIONS, (II) LOCATIONAL BASIS SWAPS AND (III) SALES BY PARTY B TO PARTY A
OF GAS, THE CONTRACT PRICE OF WHICH INCLUDED THE "IT GAS ADDER" WHEN ORIGINALLY
PURCHASED BY PARTY B.
ONCE PARTY A HAS PROVIDED PARTY B WITH A QUOTED PURCHASE
PRICE WITH RESPECT TO A TRANSACTION AND PARTY B HAS NOT OBJECTED TO SUCH QUOTED
PURCHASE PRICE WHEN SUCH QUOTE IS GIVEN, THE QUOTED PURCHASE PRICE FOR SUCH
TRANSACTION SHALL BE FINAL AND BINDING.
THE QUANTITY OF GAS PURCHASED BY PARTY
A FROM PARTY B SHALL BE SUBTRACTED FROM THE AGGREGATE VOLUME OF GAS PURCHASED
HEREUNDER DURING THE RELEVANT CONTRACT YEAR FOR PURPOSES OF DETERMINING WHETHER
THE APPLICABLE MINIMUM GAS QUANTITY HAS BEEN PURCHASED BY PARTY B.
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(D)
APPLICABILITY OF GAS ADDER.
IF THE FIXED
PRICE FOR ANY GAS SWAP INCLUDES A GAS ADDER, PARTY B SHALL NOT BE OBLIGATED TO
PAY A GAS ADDER WITH RESPECT TO THAT PORTION OF ANY GAS TRANSACTION WHICH AT THE
TIME OF DETERMINATION IS
HEDGED BY SUCH GAS SWAP.
(E)
SLEEVE TRANSACTIONS.
(I)
PARTY B SHALL HAVE THE RIGHT TO OBTAIN
PRICE QUOTES FROM THIRD PARTIES FOR PHYSICALLY SETTLED GAS PURCHASE TRANSACTIONS
WHERE PARTY B WOULD BE THE BUYER OF GAS, GAS SWAPS WHERE PARTY B WOULD BE THE
FIXED PRICE PAYER AND BASIS SWAPS.
PARTY B MAY REQUEST THAT PARTY A ENTER INTO
ANY SUCH PURCHASE TRANSACTION OR GAS SWAP WITH ANY SUCH THIRD PARTY ON THE PRICE
AND, WITH RESPECT TO PHYSICAL PURCHASE TRANSACTIONS, DELIVERY TERMS NEGOTIATED
BY PARTY B; PROVIDED, HOWEVER, THAT PARTY A SHALL BE UNDER NO OBLIGATION TO
ENTER INTO ANY SUCH TRANSACTION WITH A THIRD PARTY UNLESS PARTY A IS SATISFIED
WITH SUCH TRANSACTION AND SUCH THIRD PARTY, IN EACH CASE AS DETERMINED BY PARTY
A IN ITS SOLE DISCRETION; AND, PROVIDED, FURTHER, THAT (A) PARTY A SHALL NOT BE
OBLIGATED IN ANY CASE TO ENTER INTO ANY SUCH THIRD PARTY TRANSACTIONS IF THE
AGGREGATE ACTUAL AND NOTIONAL QUANTITIES OF GAS TO BE DELIVERED UNDER ALL SUCH
OUTSTANDING THIRD PARTY TRANSACTIONS EXCEED (X) 15BCF IN THE INITIAL CONTRACT
YEAR, AND (Y) FOR EACH SUBSEQUENT CONTRACT YEAR, 25% OF THE AGGREGATE QUANTITY
OF GAS DELIVERED TO PARTY B IN THE PRIOR CONTRACT YEAR PURSUANT TO THE TERMS OF
THIS AGREEMENT, AS DETERMINED BY PARTY A, AND (B) NO SUCH THIRD PARTY
TRANSACTION MAY HAVE A DELIVERY PERIOD, CALCULATION PERIOD OR SETTLEMENT DATE
THAT OCCURS AFTER THE DATE THAT IS 12 MONTHS PRIOR TO