IN: FYI - In working to load rates for the FERC California reporting requirements, it appears that for the last four months Duke Energy T & M contract #27291 has not been billed the incremental fee of $0.06/dth for alternate deliveries to the Cal Border (over and above the base discount negotiated for the contracted primary points). Please let me know if you have any questions. Thanks,

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OUT: K #27291 - Invoices not capturing incremental fees for alternate points

IN: Chris, Per our conversation, I am attaching a sample form of ISDA for both a Canadian corporate and a Canadian governmental. With the governmental, the proposed form of legal opinion attached to the ISDA Schedule would have to be modified depending on your particular situtation (see footnotes in opinion). As I also mentioned, we are making some revisions to the guaranty we are getting from Hydro-Quebec in response to comments from counsel, and we may want to make some of the same changes to guarantees we receive from any governmental guarantor. If you end up having a governmental guarantor, let me know and I'll send you down the revisions. By copy of this email to Joe Hunter on the Confirmation Desk, I am asking him to email you copies of the form of Omnibus Confirmation and Annex A thereto for an ECC/Canadian Counterparty Deal. I have to say that if you end up transacting with a governmental entity, our form of confirmation will not include the reps and warranties required to transact with such counterparties, since we never trade financial with governmentals prior to execution of a master. If you go down that road we may have to come up with some kind of form, but the best route is to get the ISDA in place first.

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OUT: Canadian Sample forms of ISDA Agreements & Confirmations

IN: Ed: I spoke with our credit people today. We would like to arrange a call to discuss our concerns about Section 5 of the Guaranty with me, our credit people, your counsel and your credit person or someone that can make a decision if we propose a change to the Guaranty. Can you let me know who these people are (and their phone numbers) so that we can arrange a call? We understand fully your need for the Section 5 language, but we would like to explore with your people whether your concerns can be addressed in a different manner. Thanks.

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OUT: Status

IN: Heidi, I have reviewed the contracts and the amendments and the following is their status: 1. Contract Number 96006959 (012-41991-02-004) Amended April 1, 1999 Term: Month to Month and may be terminated by either party with 10 days written notice prior to end of the month (But see rate section below) Rate: Agreement was amended on April 1, 1999 to put a flat rate of $0.085 for all receipts at Thompsonville (Meter #6351) through March 31, 2006 (This language would override the month to month term) No other Points of Receipt are allowed under this contract. Note: Prior to the Amendment on April 1, 1999, the $0.01 fee escalator was still in effect for any volumes moved under this contract prior to the Amendment. If the escalator wasn't assessed during that time, it should have been. This escalator would have applied to all receipts and fees on the original Exhibit A to the contract. 2. Contract Number 96006966 (012-41991-02-003) Amended April 1, 1999 Term: In effect through March 31, 2006 Rate: Those set forth on Exhibit A as amended on April1, 1999 for the terms set forth on Exhibit A. Let me know if you have any questions concerning the above summary.

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OUT:
Entex Contract Review