MASTER POWER PURCHASE AND SALE AGREEMENT
COVER SHEET

This Master Power Purchase and Sale Agreement ("Master Agreement" ) is made as of the following date: _________ ("Effective Date") .  The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions shall be referred to as the "Agreement."  The Parties to this Master Agreement are the following:
Name (“__________________” or “Party A”)
All Notices:
Street, City Zip
Attn: Contract Administration
Phone: 				
Facsimile: 			
Duns: __________________________
Federal Tax ID Number: ______________________
Invoices:
     Attn:
     Phone: 			
     Facsimile: 			
Scheduling:
     Attn:
     Phone: 			
     Facsimile: 			
Payments:
     Attn:
     Phone: 			
     Facsimile: 			
Wire Transfer:
     BNK:
     ABA:
     ACCT:
Credit and Collections:
     Attn:
     Phone: 			
     Facsimile: 			

With additional Notices of an Event of Default or Potential Event of Default to:
     Attn:
     Phone: 			
     Facsimile: 				Name (“Counterparty” or “Party B”)
All Notices:
Street, City, Zip
Attn: Contract Administration
Phone: 				
Facsimile: 			
Duns: 				
Federal Tax ID Number: ________________________
Invoices:
     Attn:
     Phone: 			
     Facsimile: 			
Scheduling:
     Attn:
     Phone: 			
     Facsimile: 			
Payments:
     Attn:
     Phone: 			
     Facsimile: 			
Wire Transfer:
     BNK:
     ABA:
     ACCT:
Credit and Collections:
     Attn:
     Phone: 			
     Facsimile: 			

With additional Notices of an Event of Default or Potential Event of Default to:
     Attn:
     Phone: 			
     Facsimile: 				

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:
Party A Tariff

Party B Tariff	Tariff __________________ Dated _______________ Docket Number  			

Tariff __________________ Dated _______________ Docket Number 				
Article Four
Remedies for Failure to Deliver or Receive	Accelerated Payment of Damages:  Yes  No
	
Article Five
Events of Default;
Remedies	 Cross Default for Party A:
	 Party A: _____   Cross Default Amount $_______
	 Other: _______ Cross Default Amount $_______
 Cross Default for Party B:
	 Party B: _____   Cross Default Amount $_______
	 Other: _______ Cross Default Amount $_______
Guarantor for Party A: _________________________	Amount of Guaranty: _______
Guarantor for Party B: _________________________	Amount of Guaranty: _______
5.6 (Setoff):
  	 Option A (Applicable if no other selection is made.)
	 Option B - Affiliates shall have the meaning set forth in the Agreement unless 		       otherwise specified as follows: __________________________________
	 Option C (No Setoff)
			         	
Article 8
Credit and Collateral Requirements	8.1 Credit Information:
Party A:							
	 Option A									 Option B   Specify :______________________
	 Option C   Specify:______________________

Party B:
	 Option A	
	 Option B   Specify :______________________
	 Option C   Specify:______________________
8.2   Applicable if no other selection is made.
8.3    Option A		 Option B
Party A Collateral Threshold: $_________; provided, however, that each Party’s Collateral Threshold shall be zero if an Event of  Default or Potential Event of Default with respect to such Party has occurred and is continuing.
Party B Collateral Threshold: $ __________; provided, however, that each Party’s Collateral Threshold shall be zero if an Event of  Default or Potential Event of Default with respect to such Party has occurred and is continuing.
Party A Independent Amount: $__________
Party B Independent Amount: $__________
Party A Rounding Amount:     $__________
Party B Rounding Amount:     $__________

8.4 Downgrade Event applicable
  It shall be a Downgrade Event for Party A if __________’s Credit Rating falls below __________ from S&P or  __________ from Moody’s or if  _________ is not rated  by either S&P or Moody’s
 Other:
Specify: _____
  It shall be a Downgrade Event for Party B if __________’s Credit Rating falls below __________ from S&P or  __________ from Moody’s or if  __________ is not rated by either S&P or Moody’s 
  Other:
Specify: ______________________

8.5    
	
Article 10
Confidentiality	Confidentiality Applicable    If not checked, inapplicable. 
	
Schedule M

Schedule PP	  Party A is a Governmental Entity and Schedule M is applicable
  Party B is a Governmental Entity and Schedule M is applicable
  Add 3.5
  Add 8.6

  Party A is a Public Power System and Schedule PP is applicable
  Party B is a Public Power System and Schedule PP is applicable
	
   Other Changes:  			    Specify, if any:

IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written.

Party A Name						Party B Name

By: ____________________________________		By: ____________________________________

Name: __________________________________	Name: __________________________________

Title: ___________________________________	Title: ___________________________________

GENERAL TERMS AND CONDITIONS
TABLE OF CONTENTS

PAGE

ARTICLE ONE:	GENERAL DEFINITIONS	-4-

ARTICLE TWO:	TRANSACTION TERMS AND CONDITIONS	-9-
2.1	Transactions	-9-
2.2	Governing Terms	-9-
2.3	Confirmation	-9-
2.4	Recording	-9-

ARTICLE THREE:	OBLIGATIONS AND DELIVERIES	-10-
3.1	Seller's and Buyer's Obligations	-10-
3.2	Transmission and Scheduling	-10-
3.3	Force Majeure	-10-

ARTICLE FOUR:	REMEDIES FOR FAILURE TO DELIVER/RECEIVE	-11-
4.1	Seller Failure	-11-
4.2	Buyer Failure	-11-

ARTICLE FIVE:	EVENTS OF DEFAULT; REMEDIES	-11-
5.1	Events of Default	-11-
5.2	Declaration of an Early Termination Date and Calculation of 
		Settlement Amounts	-13-
5.3	Net Out of Settlement Amounts	-13-
5.4	Notice of Payment of Termination Payment	-13-
5.5	Disputes With Respect to Termination Payment	-13-
5.6	Closeout Setoffs	-13-
5.7	Suspension of Performance	-14-

ARTICLE SIX:	PAYMENT AND NETTING	-14-
6.1	Billing Period	-14-
6.2	Timeliness of Payment	-15-
6.3	Disputes and Adjustments of Invoices	-15-
6.4	Netting of Payments	-15-
6.5	Payment Obligation Absent Netting	-15-
6.6	Security	-16-
6.7	Payment for Options	-16-
6.8	Transaction Netting	-16-

ARTICLE SEVEN:	LIMITATIONS	-16-
7.1	Limitation of Remedies, Liability and Damages	-16-

ARTICLE EIGHT:	CREDIT AND COLLATERAL REQUIREMENTS	-17-
8.1	Financial Information	-17-
8.2	Credit Assurances	-18-
8.3	(a)  Party B Performance Assurance	-18-
	(b)  Party A Performance Assurance	-18-
8.4	Downgrade Event	-19-
8.5 	Grant of Security Interest/Remedies	-19-

ARTICLE NINE:	TAXES	-20-
9.1	Cooperation	-20-
9.2	Taxes	-20-

ARTICLE TEN:	MISCELLANEOUS	-20-
10.1	Term of Master Agreement	-20-
10.2	Representations and Warranties	-20-
10.3	Title and Risk of Loss	-22-
10.4	Indemnity	-22-
10.5	Assignment	-22-
10.6	Governing Law	-22-
10.7	Notices	-22-
10.8	General	-22-
10.9	Audit	-23-
10.10	Forward Contract	-23-
10.11	Confidentiality	-23-

SCHEDULE M	-25-

SCHEDULE P : PRODUCTS AND RELATED DEFINITIONS	-28-

SCHEDULE PP	-33-

	GENERAL TERMS AND CONDITIONSARTICLE ONE:GENERAL DEFINITIONS
	1.1	“Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

	1.2	“Agreement” has the meaning set forth in the Cover Sheet. 

	1.3	“Bankrupt” means with respect to a any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

	1.4	“Business Day” means any day except a Saturday, Sunday, a Federal Reserve Bank holiday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto.  A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business.  The relevant Party, in each instance unless other specified, shall be the Party to whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

	1.5	“Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product.

	1.6	“Claiming Party” has the meaning set forth in Section 3.3.

	1.7	“Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

	1.8	“Confirmation” has the meaning set forth in Section 2.3.

	1.9	“Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in any Transaction.
	1.10	“Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction.

	1.11	“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet.
 
	1.12	“Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party.

	1.13	“Defaulting Party” has the meaning set forth in Section 5.1.

	1.14	“Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction.

	1.15	“Delivery Point” means the point at which the Product will be delivered and received, as specified in any Transaction.

	1.16	“Downgrade Event” has the meaning set forth on the Cover Sheet.

	1.17	“Early Termination Date” has the meaning set forth in Section 5.2.

	1.18	“Effective Date” has the meaning set forth on the Cover Sheet.

	1.19	“Estimated Duration (FM)” has the meaning set forth in Section 3.3.

	1.20	“Event of Default” has the meaning set forth in Section 5.1.

	1.21	“FERC” means the Federal Energy Regulatory Commission or any successor government agency.

	1.22	“Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Party claiming Force Majeure (the “Claiming Party”), and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided.  Force Majeure shall not be based on (i) the loss of Buyer's markets; (ii) Buyer's inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price.  Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors solely shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. 

	1.23	“Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner. 

	1.24	“Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet. 

	1.25	“Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the 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 rate permitted by applicable law. 

	1.26	“Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued.  Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.

	1.27	“Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs),  resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner.  

1.28	“Master Agreement” has the meaning set forth on the Cover Sheet.  	

	1.29	“Moody’s” means Moody’s Investor Services, Inc. or its successor.  

	1.30	“Non-Defaulting Party” has the meaning set forth in Section 5.2.

	1.31	“Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer.
	1.32	“Option Buyer” means the Party specified in a Transaction as the purchaser of an Option.

	1.33	“Option Seller” means the Party specified in a Transaction as the seller of an Option.

	1.34	“Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A.

	1.35	“Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B.

	1.36	“Party A Independent Amount" means the amount of unsecured debt,  if any, set forth in the Cover Sheet for Party A.

	1.37	“Party B Independent Amount” means the amount of unsecured debt, if any, set forth in the Cover Sheet for Party B.

	1.38	“Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A.

	1.39	“Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B.

	1.40	“Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit,  or other security acceptable to the requesting Party.  

	1.41	“Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event Of Default.

	1.42	“Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in any Transaction.

	1.43	“Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in a Transaction.

	1.44	“Recording” has the meaning set forth in Section 2.4.   

	1.45	“Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller (plus amounts reasonably incurred by Buyer in purchasing such substitute Product including additional transmission charges, if any, incurred by Buyer to the Delivery Point) or, at Buyer’s option, the market price for such Product not delivered at the Delivery Point as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point.

	1.46	“Rounding Amount” means the amount, if any, set forth in the Cover Sheet.

	1.47	“S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.  

	1.48	“Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer (i) deducting from such proceeds any costs reasonably incurred by Seller in reselling such Products and (ii) excluding additional transmission charges, if any, incurred by Seller in delivering such Product to the third party purchasers) or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall a Party be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize the other Party’s liability for damages.  For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point.

	1.49	“Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point.

	1.50	“Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product.

	1.51	“Settlement Amount” means, with respect to a Transaction and the Non‑Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2.

	1.52	“Terminated Transaction” has the meaning set forth in Section 5.2.

	1.53	“Termination Payment” has the meaning set forth in Section 5.3.

	1.54	“Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement.

	1.55	“Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction.

ARTICLE TWO:TRANSACTION TERMS AND CONDITIONS

	2.1	Transactions .  A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication.  Each Party agrees not to contest, or assert any defense to, the validity or enforceability of any Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.

	2.2	Governing Terms .  Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement.  This Master Agreement (including all exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions shall form a single integrated agreement between the Parties.  Any inconsistency between any terms of this Master Agreement and any terms of any Transaction shall be resolved in favor of the terms of such Transaction.  

	2.3	Confirmation .  Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A.  If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer's receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent.  If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller.  If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller's receipt thereof, failing which Seller shall be deemed to have accepted the terms as sent.  If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation.  Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate any Transaction agreed to by the Parties.

	2.4	Recording .  Unless a Party expressly objects to a Recording (defined below) at the beginning of a  telephone conversation, each Party (i) consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement.  Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties.  Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement. 

ARTICLE THREE:OBLIGATIONS AND DELIVERIES

	3.1	Seller's and Buyer's Obligations .  With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms.  Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point.  Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point.  

	3.2	Transmission and Scheduling .  Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof,  in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point.  Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point.

	3.3	Force Majeure .  To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under any Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure).  The Claiming Party shall remedy the Force Majeure with all reasonable dispatch.  The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

ARTICLE FOUR:REMEDIES FOR FAILURE TO DELIVER/RECEIVE
	4.1	Seller Failure .  If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price.  The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

	4.2	Buyer Failure .  If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price.  The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

ARTICLE FIVE:EVENTS OF DEFAULT; REMEDIES

	5.1	Events of Default .  An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following:

(a)	the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice;

(b)	any representation or warranty made by such Party herein that is false or misleading in any material respect when made or when deemed made or repeated;

(c)	the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice;

(d)	such Party becomes Bankrupt;

(e)	the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof;
(f)	such Party consolidates or amalgamates with, or merges  with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Master Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; 

(g)	if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect to such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet);

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

(i)	if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated;

(ii)	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 and such failure shall not be remedied within three (3) Business Days after written notice;

(iii)	a Guarantor becomes Bankrupt; 

(iv)	the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or

(v)	a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty. 

	5.2	Declaration of an Early Termination Date and Calculation of Settlement Amounts .  If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non‑Defaulting Party”) shall have the right (i) to designate 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”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance.  The Non‑Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non‑Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).

	5.3	Net Out of Settlement Amounts .  The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by:  netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non‑Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non‑Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other.  The Termination Payment shall be due to or due from the Non‑Defaulting Party as appropriate.

	5.4	Notice of Payment of Termination Payment .  As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party.  The notice shall include a written statement explaining in reasonable detail the calculation of such amount.  The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is given.

	5.5	Disputes With Respect to Termination Payment .  If the Defaulting Party disputes the Non‑Defaulting Party's calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non‑Defaulting Party's calculation of the Termination Payment, provide to the Non‑Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non‑Defaulting Party in an amount equal to the Termination Payment. 

	5.6	Closeout Setoffs .  

	Option A: After calculation of a Termination Payment in accordance with Section 5.3,  if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent any Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party.  The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 

	Option B: After calculation of a Termination Payment in accordance with Section 5.3,  if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party  or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent any Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party.  The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 

	Option C: Neither Option A nor B shall apply.

	5.7	Suspension of Performance .  Notwithstanding any other provision of this Master Agreement, after the occurrence of (a) an Event of Default so long as the Event of Default is continuing and has not been cured or (b) a Potential Event of Default, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (1) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single Transaction unless notice pursuant to Section 5.2 has been given, and (2) to exercise any remedy available at law or in equity. 

ARTICLE SIX:PAYMENT AND NETTING

	6.1	Billing Period .  Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and option premium payments pursuant to Section 6.7).  As soon as practicable after the end of each month, each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month.

	6.2	Timeliness of Payment .  Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day.  Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party.  Any amounts, both principal and interest, not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the unpaid amount is paid in full.

	6.3	Disputes and Adjustments of Invoices .  A Party may, in good faith, dispute the correctness of any invoice or adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice or adjustment to an invoice was rendered.  In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party.  Any billing dispute or billing adjustment shall be in writing and shall state the basis for the dispute or adjustment.  Payment of the disputed amount shall not be required until the dispute is resolved.  If it is determined that an adjustment to the invoice is appropriate, then such payment shall be required to be made within two (2) Business Days of such determination along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid.  Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment.  Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within  twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made.  If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.

	6.4	Netting of Payments .  The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four) interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.  

	6.5	Payment Obligation Absent Netting .  If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due. 

	6.6	Security .  Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement.

	6.7	Payment for Options .  The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1.

	6.8	Transaction Netting .  If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions,  then all such Offsetting Transactions may by Agreement of the parties, be netted into a single Transaction under which:

	(a)	The Party owing the greater amount of Energy will deliver the difference between the total amount it owes and the total amount owed to it under the Offsetting Transactions, and

		(b)	The Party owing the greater aggregate payment will pay the net difference owed between the parties.

Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions shall terminate.

ARTICLE SEVEN:LIMITATIONS

	7.1	Limitation of Remedies, Liability and Damages .  EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED.  THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT  SATISFY THE ESSENTIAL PURPOSES HEREOF.  FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.  IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.  UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE EIGHT:CREDIT AND COLLATERAL REQUIREMENTS

	The applicable credit information requirement shall be as specified on the Cover Sheet.  If no option is checked, Option C shall apply exclusively.

	8.1	Option A:  Financial Information .  If requested by a Party, the other Party shall deliver (i) within 120 days following the end of each fiscal year, a copy of such Party’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter.  In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles or such other principles then in effect; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements.

	Option B:  Financial Information.  If requested by a Party, the other Party shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified  on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of  quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet.  In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles or such other principles then in effect; provided, however, that  should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

	Option C:  Financial Information.  A Party may request from the other Party the information specified in the Cover Sheet. 

	The applicable creditworthiness/collateral requirements shall be specified in the Cover Sheet.  If neither option in Section 8.3 or Section 8.4 is checked, Section 8.2 shall apply.

	8.2	Credit Assurances . If a Party (“Requesting Party”) has reasonable grounds to believe that the other Party's creditworthiness or performance under this Agreement has become unsatisfactory, the Requesting Party will provide the other Party with written notice requesting Performance Assurance in an amount determined by the Requesting Party in a commercially reasonable manner.  Upon receipt of such notice the other Party shall have three (3) Business Days to remedy the situation by providing Performance Assurance to the Requesting Party in an amount reasonably determined by the Requesting Party.  In the event that the other Party fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to the Requesting Party within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred.

	8.3	Option A:  (a) Party B Performance Assurance .  If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A.  Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and  Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. 

	Option B:	(b)	Party A Performance Assurance .  If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B.  Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request.  On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount).  In the event that Party A fails to provide  Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.

	(c)	For purposes of Sections 8.3(a) and 8.3(b), the calculation of the Termination Payment shall be calculated by the Party requesting Performance Assurance pursuant to Section 5.3 as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by one Party to the other whether or not such amounts are due, for performance already provided pursuant to any and all Transactions.

	8.4	Downgrade Event .  If at any time there shall occur a Downgrade Event in respect of a Party (a "Downgraded Party"), then the other Party ( the "Requesting Party") may require the Downgraded Party to provide  Performance Assurance in an amount reasonably determined by the Requesting Party.  In the event a Downgraded Party shall fail to provide such Performance Assurance or a guaranty or other credit assurance within three (3) Business Days of receipt of notice, then an Event of Default will be deemed to have occurred.

	8.5 	Grant of Security Interest/Remedies .  To secure its obligations under this Agreement  and to the extent either or both Parties deliver Performance Assurance hereunder, each Party hereby grants to the other Party a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such other Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the other Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.  Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following:  (i) exercise any of the rights and remedies of a secured party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party (free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party.
ARTICLE NINE:TAXES

	9.1	Cooperation .  Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize Taxes, so long as neither Party is materially adversely affected by such efforts.

	9.2	Taxes .	Seller shall pay or cause to be paid, all taxes, fees, levies, penalties, licenses or charges, imposed by any government authority (“Taxes”) on or with respect to the Product or a Transaction arising prior to the Delivery Point.  Buyer shall pay or cause to be paid, all Taxes on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller).  In the event Seller is required by law or regulation to remit or pay Taxes which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Taxes.  If Buyer is required by law or regulation to remit or pay Taxes which are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Taxes from the sums due to Seller under Article 6 of this Agreement.  Nothing shall obligate or cause a Party to pay or be liable to pay any taxes for which it is exempt under the law.

ARTICLE TEN:MISCELLANEOUS

	10.1	Term of Master Agreement .  The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days' prior written notice;  provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to any Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s).

	10.2	Representations and Warranties .  On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that: 

(i)	it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(ii) 	it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction;

(iii) 	the execution, delivery and performance of this Master Agreement and each Transaction are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it;

(iv) 	this Master Agreement, each Transaction and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms;

(v)	it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;

(vi) 	there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction;

(vii) 	no Event of Default or Potential Event of Default with respect to it has occurred and is continuing;  and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction;

(viii) 	it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction and as to whether this Master Agreement and each such Transaction is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction;

(ix) 	it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code;

(x) 	it has entered into this Master Agreement and each Transaction in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in any Transaction to which it is a Party;

(xi) 	with respect to each Transaction involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such;  and 

(xii) 	the material economic terms of each Transaction are subject to individual negotiation by the Parties.

	10.3	Title and Risk of Loss .  Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point.  Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point.  

	10.4	Indemnity .  Each Party shall indemnify, defend and hold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3.  Each Party shall indemnify, defend and hold harmless the other Party against any Taxes for which such Party is responsible under Article Nine.

	10.5	Assignment .  Neither Party shall assign this Agreement or its rights without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.

	10.6	Governing Law .  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

	10.7	Notices .  All notices, requests, statements or payments shall be made as specified in the Cover Sheet.  Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile.  Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day.  Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.  A Party may change its addresses by providing notice of same in accordance herewith.

	10.8	General .  This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions constitute the entire agreement between the Parties relating to the subject matter.  Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference.  This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.  Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties.  Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the term of this Agreement, such amendment will not  in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party.  Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement).  Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.  Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties.  The term "including" when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation.  The headings used herein are for convenience and reference purposes only.  All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months.  This Agreement shall be binding on each Party’s successors and permitted assigns.

	10.9	Audit .  Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement.  If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point.  If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived.

	10.10	Forward Contract .  The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code.  

	10.11	Confidentiality .  If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Agreement to a third party (other than the Party's employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding;  provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure.  The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

SCHEDULE M
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY)

	A.	The Parties agree to add the following definitions in Article One.

	“Act” means ______________________________.

	“Governmental Entity” means a municipality, county, governmental board, agency, or other political subdivision or public entity of the United States, any State or territory or any foreign state.

	“Special Fund” means a fund or account of the Governmental Entity set aside and or pledged to satisfy the Governmental Entity’s obligations hereunder out of which amounts shall be paid to satisfy all of the Governmental Entity’s obligations under this Master Agreement for the entire Delivery Period.

	B.	The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:

If the Claiming Party is a Governmental Entity, Force Majeure does not include any action taken by the Government Entity in its governmental capacity.

	C.	The Parties agree to add the following representations and warranties to Section 10.2:

	Further and with respect to a Party that is a Governmental Entity, such Government Entity represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Governmental Entity’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) with respect to its contractual obligations hereunder and performance thereof, the Governmental Entity is not entitled to claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment, (iv) entry into and performance of this Master Agreement by Governmental Entity are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (v) the term of this Master Agreement does not extend beyond any applicable limitation regarding (a) the term of office or duration of existence of the governing body of the Governmental Entity, (b) any period during which funds are appropriated for use under this Master Agreement, or (c) any other limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (vi) the Governmental Entity’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity’s obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vii) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity otherwise entitled to such exclusion, and (viii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

	D.	The Parties agree to add the following section to Article Three:

	Section 3.4.  Governmental Entity’s Deliveries.  On the Effective Date and as a condition to the obligations of the other Party hereunder, Governmental Entity shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity of this Master Agreement and (ii) an opinion of counsel for Governmental Entity, in form and substance reasonably satisfactory to the Other Party,  regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity in respect of the Act and all other relevant constitutional organic or other governing documents and applicable law.  

	E.	If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Three:

	Section 3.5.  Governmental Entity Security.  With respect to each Transaction, Governmental Entity shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity during any Delivery Period, obtain all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity shall be treated as the Defaulting Party.  Governmental Entity shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Governmental Entity’s payment obligations hereunder throughout the entire Delivery Period.

	F.	If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight:

	Section 8.6.  Governmental Security.  As security for payment and performance of Governmental Entity’s obligations hereunder, Governmental Entity hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Governmental Entity’s right, title and interest in and to all amounts deposited in the Special Fund, including all investments made with such funds and the proceeds thereof.  Governmental Entity hereby authorizes and directs the depository of the Special Fund to hold all such amounts deposited therein as bailee and custodian for the other Party.

	G.	The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF _____________ SHALL APPLY.

SCHEDULE P : PRODUCTS AND RELATED DEFINITIONS

	“Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve-supplemental as may be specified in any Transaction. 

	“Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in a Transaction.  Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

	“Capacity” has the meaning specified in the Transaction.

	“Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours. 

	“Firm (LD)” means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure.  In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount calculated as provided in Article Four.

	“Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an amount calculated as provided in Article Four.  Force Majeure shall not excuse performance of a Firm (No Force Majeure) Transaction.

	“Firm (LD-System Reliability) means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in any Transaction (the “System”).  Seller’s failure to perform its obligations shall be excused by (i) Force Majeure, (ii) Buyer’s failure to perform, (iii) to the extent any failure to deliver shall be necessary to preserve the integrity of, or prevent or limit any instability on, the System or  (iv) to the extent the total of the System’s Native Load, firm energy sales, and pre-existing Firm (LD-System Reliability) Transactions exceed the System’s projected available generation for the period of delivery of the Product less reserve requirements and pre-existing Firm (LD-System Reliability) purchases, as determined in the System’s reasonable judgment.  In such events, Seller shall not be for any damages, including damages under Article 4.

	“Into ___________’s (the “Receiving Transmission Provider”) Transmission System Border, Seller’s Daily Choice” means that subject to the provisions set forth below, (1) the Product will be delivered to an interface either (a) at the Receiving Transmission Provider’s transmission system border or (b) an interface from a source of generation inside the Receiving Transmission Provider’s control area , and (2) Seller has the right on a daily prescheduled basis to designate the interface at which the Product will be delivered.  Notwithstanding the foregoing, an “Into” Product shall be subject to the following provisions:

	1.	Scheduling.   Not later than the scheduling deadline agreed to by Buyer and Seller, or in the absence thereof, in accordance with the practice of the Receiving Transmission Provider (the “Scheduling Deadline”), Seller shall notify Buyer (“Seller's Notification”) of the interface at which Seller will deliver the Product for the next delivery day (the “Designated Interface”). Seller shall have the right to choose any interface satisfying the requirements set forth in clauses (1)(a) or (1)(b) above as the Designated Interface.

	2.	Availability of Firm Transmission.  Buyer must accept Seller’s Designated Interface unless daily, next-day firm transmission (“Firm Transmission”) within the Receiving Transmission Provider’s system is not available to Buyer.  In order to determine availability of Firm Transmission, the following definitions and procedures shall be recognized:

	i.	A “Timely Request for Transmission” shall mean a request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which properly completed request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after the time of delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer for Firm Transmission shall be made within 30 minutes of the time at which the Receiving Transmission Provider first accepts requests for Firm Transmission.

	ii	If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider and Buyer purchases such Firm Transmission, then the rights and obligations of Buyer and Seller shall be further defined by the provisions set forth in Paragraph 3A.

	iii.	If a Timely Request for Firm Transmission is made by Buyer but is rejected by the Receiving Transmission Provider on the basis that no Firm Transmission is available, then the rights and obligations of the Buyer and Seller shall be further defined by the provisions set forth in Paragraph 3B.

	iv	If a Timely Request for Firm Transmission is not made by Buyer or if Buyer fails to timely deliver Buyer’s Rejection Notice to Seller or if Buyer chooses to utilize non-firm transmission, then the rights and obligations of the Buyer and Seller shall be further defined by the provisions set forth in Paragraph 3C.
	3.	Rights of Buyer and Seller Depending Upon Availability of Timely Request for Firm Transmission.

	A.	Timely Requests for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer.  Seller shall deliver and Buyer shall receive the Product at the Designated Interface. If for any reason, including an event of Force Majeure or curtailment of Firm Transmission within the Receiving Transmission Provider’s transmission system, Seller is unable to deliver, or Buyer is unable to receive, the Product at the Designated Interface (or any subsequently selected Alternate Designated Interfaces), then Seller shall be obligated to designate an alternate interface (the “Alternate Designated Interface”) either (i) at the Receiving Transmission Provider’s transmission system border or (ii) an interface from a source of generation inside the Receiving Transmission Provider's control area, in either case, such that Seller’s obligation to deliver the Product to Buyer can be satisfied and Buyer can receive the Product and from which either firm or, at the election of Buyer, non-firm transmission within the Receiving Transmission Provider’s transmission system is available to Buyer.  If transmission within the Receiving Transmission Provider’s transmission system from the Alternate Designated Interface ceases for any reason, including an event of Force Majeure, to be available to Buyer, then Seller shall again be required to select an Alternate Designated Interface.  Seller shall be responsible for any additional transmission costs incurred by Buyer directly as a result of Seller’s failure to deliver the Product to the Designated Interface first selected by Seller.

	B.	Timely Request for Firm Transmission made by Buyer but Rejected by the Receiving Transmission Provider.  If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer's Rejection Notice”).  If Buyer properly notifies Seller of such unavailability of Firm Transmission, then (1) Seller shall be obligated to designate an Alternate Designated Interface and (2) thereafter the provisions in Paragraph 3(A) shall apply. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall be deemed to have assumed the risk of transmission, and the provisions in Paragraph 3(C) shall apply.

	C.	No Timely Request for Firm Transmission Made by Buyer, Buyer fails to timely send Buyer’s Rejection Notice or Buyer otherwise elects to utilize non-firm Transmission.  If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice or Buyer otherwise elects to rely on non-firm transmission, then Buyer shall be deemed to have assumed the risk of transmission and shall have no right to request Seller to select an alternate interface.  If Seller’s delivery obligation is interrupted as a result of transmission purchased or otherwise utilized by Buyer, then such event shall not be deemed an event of Force Majeure and Seller shall nevertheless be deemed to have satisfied its delivery obligations to Buyer, and Buyer shall be deemed to have failed to receive the Product and shall be liable to Seller for damages pursuant to Article 4.

	4.	Force Majeure.  Except as otherwise expressly set forth herein, an “Into” Product shall be subject to Force Majeure; provided, however, that it shall not be an event of Force Majeure if Buyer is unable for any reason to secure transmission to transmit the Product to a Delivery Point outside of the transmission system of the Receiving Transmission Provider. 

	5.	Seller’s Transmission.  Except as otherwise expressly set forth herein, Seller shall be responsible for transmission service required to deliver the Product to the Designated Interface or Alternate Designated Interface, as the case may be.  Seller is not responsible for transmission service within the Receiving Transmission Provider’s transmission system or for any costs associated with transmission thereafter.

	6.	Buyer’s Transmission.  Except as otherwise expressly set forth herein, Buyer shall be obligated to receive the Product at the Designated Interface or Alternate Designated Interface, as the case may be, and shall be responsible for transmission service from the Designated Interface and within the transmission system of the Receiving Transmission Provider and for any costs associated with transmission thereafter.  Buyer shall be responsible for any additional transmission costs incurred by Seller directly as a result of Buyer’s failure to receive the Product at the Designated Interface or Alternate Designated Interface, as the case may be.

	“Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve.

	“Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of  either Party.

	“Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction.

	“Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction.  Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product.

	“Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option.

	“Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a particular identified generation asset or assets.  A Party’s failure to deliver under a “Unit Firm” Transaction shall be excused and the non-delivering Party shall not be deemed in default or be liable for damages only to the extent that, and for the period during which the identified generation asset or assets is or are unavailable as a result of forced full or partial outages or a Force Majeure affecting the particular identified generation asset or assets.

	"WSBP Western Firm" shall mean:_____________________________.

SCHEDULE PP
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS MARKED INDICATING A PARTY IS A PUBLIC POWER SYSTEM)

A.	The Parties agree to add the following definitions in Article One.

	"Act" means ______________________________.

	"Public Power System" means a public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.

	"Special Fund" means a fund or account of the Public Power System set aside and or pledged to satisfy the Public Power System's obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System's obligations under this Master Agreement for the entire Delivery Period.

B.	The following sentence shall be added to the end of the definition of "Force Majeure" in Article One.

If the Claiming Party is a Public Power System, Force Majeure does not include any action taken by the Public Power System in its governmental capacity.

C.	The Parties agree to add the following representations and warranties to Section 10.2:

Further and with respect to a Party that is a Public Power System, such Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System's ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System's obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Public Power System' obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Public Power System or create any kind of lien on, or security interest in, any property or revenues of Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

D.	The Parties agree to add the following sections to Article Three:

	Section 3.4.  Public Power System's Deliveries.  On the Effective Date and as a condition to the obligations of the other Party under this Master Agreement, Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Public Power System of this Master Agreement and (ii) an opinion of counsel for Public Power System, in form and substance reasonably satisfactory to the Other Party,  regarding the validity, binding effect and enforceability of this Master Agreement against Public Power System in respect of the Act and all other relevant constitutional organic or other governing documents and applicable law.

	Section 3.5.  No Immunity Claim.  Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.

E.	If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three:

	Section 3.6.  Public Power System Security.  With respect to each Transaction, Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Public Power System shall be treated as the Defaulting Party.  Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System's payment obligations hereunder throughout the entire Delivery Period.

F.	If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight:

	Section 8.6.  Governmental Security.  As security for payment and performance of Public Power System's obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System's right, title and interest in and to [specify collateral].

G.	The Parties agree to add the following sentence at the end of Section 10.6 ‑ Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF _____________ SHALL APPLY.

CONFIRMATION LETTER

This letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions of the Agreement in place between the Parties and the additional terms and conditions as follows:

Seller:	 	                                                                                        

Buyer:	                                                                                                    

Product:    Energy                              AND		     Firm (LD)   
                  Capacity (Specify: __________)	     Firm (No Force Majeure)  
                 Ancillary Services (Specify: _________)   Firm (LD-System Reliability) 
        (Specify System and, if any, transmission          contingency:____________)
                 Other					   	     Unit Firm  

Other Products:                                                                                           

Contract Quantity:                                                                                 

Delivery Point:                                                                                      

Into: 

	Control Area:								

Contract Price:                                                                                    

	Energy Price:                                                                           	

	Demand Charges:                                                                     

	Transmission Charges:                                                             

	Other Charges:                                                                          

Delivery Period:                                                                                   

Special Conditions:                                                                              
Scheduling:                                                                                            

Option Buyer:		                                                                           

Option Seller:		                                                                           

Type of Option:	                                                                           

Strike Price:		                                                                           

Premium:		                                                                           

Exercise Period:	                                                                           

[Party A]						[Party B]

__________________________________	____________________________________

Name:_____________________________	Name:________________________________

Title:______________________________	Title: ________________________________

Phone No.: _________________________	Phone No.:____________________________

Facsimile:__________________________	Facsimile:_____________________________

337261.6