AMENDED AND RESTATED COMPRESSION SERVICES AGREEMENT
(Compressor Station - Station 13)

THIS AMENDED AND RESTATED COMPRESSION SERVICES AGREEMENT, effective ________________, 2001 is made and entered into by and between Florida Gas Transmission Company, a Delaware corporation ("Customer" or "FGT"), and Enron Compression Services Company, a Delaware corporation ("ECS") and supercedes the COMPRESSION SERVICES AGREEMENT signed on March 20, 2000, as amended on June 30, 2000 and December 13, 2000.

RECITALS:

WHEREAS, ECS provides compression services to pipeline customers by providing horsepower capacity and related horsepower hours to be used to operate compressors on natural gas pipelines (the "Compression Services");

WHEREAS, Customer owns and operates a pipeline system ("Pipeline") requiring certain Compression Services and Customer desires to engage ECS to provide such Compression Services; and

WHEREAS, ECS desires to provide such Compression Services to Customer and Customer desires to receive such Compression Services in accordance with the amended and restated terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1
GENERAL TERMS

1.	Definitions.  The terms "Compression Services," "Customer," "ECS," and "Pipeline" shall have the above meanings and the following terms shall have the following meanings:

	"Actual HP-hour Charge" shall mean, for the applicable month, the product of Conversion Factor (based on the Load Factor for such month, as set forth in the tables in Exhibit "B" through "F" for the applicable month), multiplied by the aggregate amount of Shaft Energy delivered to Customer during such month.

"Agreement" means this Compression Services Agreement, as the same may be amended or supplemented from time to time.

"Annual Charge" means the payments to be made by Customer to ECS pursuant to Section 3.2 of this Agreement.

	"Business Day" means a day other than a Saturday, Sunday or holiday for ECS or Customer.

"Compressor" means the Shaft Energy-driven natural gas compression equipment, including the variable gearbox, excepting the Compressor Drivers, owned by Customer to be installed at the Station 13 Electric Compressor Station.

"Compressor Driver(s)" means, collectively, the electric motors, switchgear, and drive shaft to the Point of Delivery, owned by Customer and leased by ECS and installed at the Station 13 Electric Compressor Station, which electric motor converts electrical energy into Shaft Energy.

"Contract Quantity" means up to 21,000 HP per hour of energy at the Point of Delivery.

 "Contract Meter Quantity" means 16,001 kW.  ECS and Customer acknowledge that ECS is obligated to provide 21,000 HP per hour of energy at the Point of Delivery.  The Contact Meter Quantity shall be used for purposes of measurement, not purposes of delivery. 
"Contract Year" means each twelve-month period commencing on either (i) the Start Date or (ii) if the Start Date is not the first day of a month, then the first day of the next month, and on each anniversary of such commencement date.

"Conversion Factor" shall means the factor derived from the tables set forth in Exhibit "B" through "F" for the applicable month based on a corresponding Load Factor, which shall be used to convert HP-hours into MMBtu.

"Customer's Tariff" means Customer's FERC Gas Tariff, 3rd Revised Volume No. 1, as the same may be amended, revised, supplemented or superseded from time to time.

"Early Termination Date" has the meaning set forth in Section 7.2 hereof.

"Electrical Force Majeure" means breakage or accident to electric transmission lines, freezing of electric transmission lines, explosions, breakage, freezing, or accident to the substation, or any Force Majeure claim by any electricity supplier to ECS for the operation of the Compressor Driver, which prevents ECS from delivering Shaft Energy to Customer.

"FERC" means the Federal Energy Regulatory Commission.

"Force Majeure" means acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, storm warnings, floods, washouts, actions of governmental authorities which render this Agreement unenforceable, arrests and restraints of governments and people, present and future valid orders, decisions or rulings of any governmental authority having jurisdiction, civil disturbances, explosions, breakage or accident to machinery, excluding the substation, or lines of pipe, freezing of lines of pipe, and any other cause, whether of the kind herein enumerated or otherwise, not within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome. 

"Fuel Gas" means the natural gas to be delivered by Customer to ECS pursuant to Section 3.3 of this Agreement.

"HP" means horsepower, a unit of energy.

"HP-hour" means horsepower-hour, a unit of energy equal to that expended by one HP in one hour.

"HP-hour Charge" shall have such meaning as set forth in Section 3.3.

"Interconnection Facilities" means all equipment and facilities, including the electrical substation, necessary to deliver electrical energy from the point at which ECS receives such energy from the Utility to the Compressor Driver.

"kW" means kilowatt, a unit of power.

"kWh" means kilowatt-hour, a unit of power equal to that expended by one kW in one hour.

"Lease Agreement" means that certain Electric Motor Lease Agreement of even date herewith, between ECS and Customer, pursuant to which ECS leases the Compressor Driver from Customer.

"Load Factor" means the aggregate amount of Shaft Energy, as calculated in accordance with Section 3.3(b) hereof, during the applicable month divided by the Monthly Contract Quantity, with the resulting quotient rounded to the nearest 0.01.  For the purpose of deriving the Conversion Factor, the Load Factor shall not exceed one-hundred percent (100%). 

“Material Deviation” means, for any month, a change in energy usage of the Compressor and Compressor Driver from the projected usage set forth in Exhibit A hereto, by an amount greater than either (a) 25% of the projected energy usage for that month as set forth in Exhibit A, or (b) 2,682 HP.

"Maximum  Meter Quantity" means 18,300 kW/hr, which is the equivalent of 24,000 HP per hour.

"Monthly Contract Quantity" means 21,000 HP multiplied by the number of hours in the applicable month, excluding any hours during which there is an interruption of Shaft Energy delivery by ECS due to an interruption of Shaft Energy delivery in accordance with Section 2.5 of this Agreement or any interruption of Shaft Energy due to ECS' nonperformance under this Agreement.  

"Operating Agreement" means that certain Operation and Maintenance Agreement, of even date herewith, between ECS and Customer, pursuant to which Customer agrees to operate and maintain the Compressor Driver and Interconnection Facilities on behalf of ECS.

"Past Due Rate" shall have the meaning as set forth in Section 4.1.

"Phase V Expansion Facilities" means Customer's planned mainline capacity increase proposed to be placed into service in the Spring of 2002, filed with the FERC in Docket No. CP00-40, including any amendments or supplements thereto.
 
"Point of Delivery" means the point where the shaft of the Compressor Driver is physically connected to the gearbox which drives the Compressor.

"Primary Meter" means the metering device used to measure the kWhs supplied to the Compressor Driver.

"Shaft Energy" means an amount of energy, in HP-hours, actually produced by the Compressor Driver (as calculated in accordance with section 3.3(b) hereof). 

"Start Date" means the date on which ECS is first required to deliver Shaft Energy to the Station 13 Electric Compressor Station pursuant to this Agreement (other than Shaft Energy to be delivered during the Test Period as described in Section 3.1 hereof), which date shall be the date that Customer's Expansion facilities are placed into service. 

"Station 13 Electric Compressor Station" means, collectively, (i) the Compressors, pipeline and mechanical interconnects and other related equipment, including the building enclosure housing the Compressors, but excluding the Compressor Driver and Interconnection Facilities and (ii) the physical site location of the property described in the preceding clause (i), which site is owned by Customer and is located on Customer's 36 inch mainline near Carryville, Florida.

"Term" has the meaning set forth in Section 6.1.

"Termination Payment" has the meaning set forth in Section 7.3.

"True Up" shall have the meaning set forth in Section 3.3(a) of this Agreement.

"Utility" means Gulf Power Company or any other entity technically and legally capable of providing electric energy in the quantities necessary to perform the Compression Services hereunder, under the then existing electrical industry standards and regulatory structure.

"Utility Power Agreement" means the electric energy supply agreement to be executed between ECS and the Utility for the purchase of electric energy.

1.2.	Singular and Plural.  Words used herein in the singular, where the context so permits, also include the plural and vice versa.  The definitions of words in the singular herein, where the context so permits, also apply to such words when used in the plural or vice versa.

ARTICLE 2
SERVICES

2.1.	Sale and Purchase of Contract Quantity and Shaft Energy.  Pursuant to the terms and conditions of this Agreement, from and after the Start Date (and prior to such date as provided in Section 2.4 with respect to the Test Period) ECS agrees to sell and deliver to Customer the Contract Quantity and Shaft Energy, and Customer agrees to pay ECS for such Contract Quantity and Shaft Energy as provided in Article 3.

	2.2.	Provision of Contract Quantity.  When requested by the Customer, ECS shall provide to Customer the Contract Quantity at the Point of Delivery on a firm basis.

	2.3.	Provision of Shaft Energy.  Subject to interruptions in delivery as provided for in Section 2.5 below, ECS shall deliver to Customer on a firm basis the Contract Quantity of Shaft Energy demanded by Customer for the operation of the Compressor.  ECS shall deliver the Shaft Energy to Customer at the Point of Delivery.  The ownership and risk of loss with respect to such Shaft Energy shall pass from ECS to Customer at the Point of Delivery.

2.4.	Facility Test Period.  The parties hereto agree that prior to the Start Date, Customer's Phase V Expansion facilities, including the Station 13 Electric Compressor Station, must undergo a reasonable period of testing (the "Test Period") in order to verify operational readiness and integrity of the facilities.  At Customer's request, ECS agrees to provide the Contract Quantity to Customer during the Test Period; provided, however, that the Test Period may not begin prior to the in-service date of the Interconnection Facilities, without the prior written consent of ECS, which consent shall not be unreasonably withheld.

2.5.	Shaft Energy Interruptions. ECS may interrupt the delivery of Shaft Energy to Customer for events of Electrical Force Majeure, accident, breakdown, or maintenance of or repairs to the Utility's system, or any part thereof, or interruptions due to cutting in new customers of Utility or any other cause beyond the Utility's control.  Such interruptions shall also include any requirement to supply electric energy to the United States Government or any person, firm, corporation, business, or industry designated by the United States Government or any other governmental agency; provided, however, that such curtailment by the Utility of electric service, under a Utility Power Agreement which provides for interruptible service, shall not be a permissible interruption hereunder, and only curtailment by the Utility of firm service (and only to the extent of such curtailment) shall be a permissible interruption hereunder.  

2.6.	Notice of Customer Curtailment or Interruptions. Customer will notify ECS as soon a s reasonably practical of any Material Deviation, where Customer has knowledge that such Material Deviation is expected to last for a period of more than fourteen (14) days.

ARTICLE 3
COMPENSATION

	3.1.	Test Period. During the Test Period, ECS shall invoice Customer only for actual expenses incurred by ECS to provide the Contract Quantity and Shaft Energy during the Test Period prior to the Start Date.  Payment for the Contract Quantity and Shaft Energy delivered during the Test Period shall be paid pursuant to an invoice for such expenses.

3.2.	Annual Charge.  As compensation for the delivery of Contract Quantity to Customer, Customer agrees to pay ECS an Annual Charge in the amount equal to $2,308,530.  Commencing on the first month after the Start Date, the Annual Charge shall be payable in twelve equal monthly installments, in accordance with Section 4.1(b) hereunder.  If the Start Date is on a day other than the first day of a month, then, for such month only, Customer shall pay ECS an amount equal to one-twelfth of the first Contract Year's Annual Charge, prorated for the number of days in such month from and after the Start Date.  The Annual Charge includes all applicable local, state, sales, and franchise taxes as more specifically set forth in Exhibit "H" (the "Taxes").  Prior to Customer filing a new rate case with FERC, Customer will provide advance written notification to ECS of such rate case filing.  Upon such notification, ECS will provide Customer with information concerning any increase or decrease in all applicable Taxes or any new taxes imposed upon ECS that occurred during the period from (i) the Start Date or (ii) previous rate case filing and notification hereunder, as applicable, up to the current notification (the "Revised Tax").  Customer shall include the Revised Tax in its rate case filing and, upon the effectiveness of the new rates thereunder, the Annual Charge hereunder shall be adjusted to reflect the amount of the Revised Tax.

3.3.	HP-hour Charge.  In addition to the Annual Charge, Customer shall pay ECS a monthly HP-hour Charge in MMBtus of natural gas ("Fuel Gas").  The HP-hour Charge shall commence on the Start Date.  The HP-hour Charge shall be calculated as follows:

(a)	The HP-hour Charge for each month throughout the Term shall be as specified in Exhibit “A” attached hereto for the applicable month (the "Estimated HHC").  Any difference between the Estimated HHC and the Actual HP-hour Charge (the "True Up") for the applicable month shall be added or subtracted, as applicable, to the Estimated HHC to be delivered to ECS during the second month succeeding the current month.  For example, the True Up for the month of May shall be added or subtracted to/from the Estimated HHC for the month of July.  

If the Start Date is on a day other than the first day of a month, then, for such month only, the Actual HP-hour charge for the month in which the Start Date occurs (the "Start Up Month") shall be added to the Estimated HHC to be delivered to ECS during the second month succeeding the Start Up Month.

(b)	The amount of Shaft Energy actually delivered to Customer each month shall be the Shaft Energy produced by the Compressor Driver, equal to the product of (A) the amount of kWh as measured by the Primary Meter during such month times (B) 1.341.  Customer and ECS acknowledge that such calculation takes into account the energy losses occurring through the electrical substation and the Compressor Driver.

(c)	No later than the 30th business day after expiration of the Term of this Agreement as defined in Section 6.1  (or other termination of this Agreement pursuant to its terms), Customer and ECS agree that Fuel Gas due either Customer or ECS in "True-Up" of the final two contract months will be delivered by the owing party to the party owed at a mutually agreeable point.

3.4	Metered Quantity Excess Charges.  If, during any month, Customer operates the Compressor such that the Shaft Energy delivered by ECS to Customer exceeds the Contract Meter Quantity (the "Excess Demand"), Customer shall reimburse ECS for all incremental charges incurred and paid by ECS under the Utility Power Agreement as a result of the Excess Demand.  In no event shall Customer operate the Compressor such that the HP-hours delivered by ECS to Customer is greater than 24,000 HP per hour as determined by the Maximum Meter Quantity.  Such incremental charges shall be paid to ECS by FGT within 10 days of FGT's receipt of ECS' invoice for such charges.  Section 4.1(c) and (d) shall be applicable to all payments under this Section 3.4.

3.5	Reimbursement for Certain Expenses.  If ECS is assessed a charge by the Utility for power factor correction and/or required to install additional equipment relating to the Compressor Driver to ensure a power factor of at least 95%, Customer will reimburse ECS for the actual expenses incurred by ECS in that regard within ten (10) days of receipt of an invoice from ECS.  

	3.6	Delivery of Fuel Gas.  No later than the tenth (10th) Business Day prior to the end of each month, ECS shall send Customer a written notice specifying in reasonable detail the Actual HP-hour Charge and the resulting True Up for the second month preceding the current month, and the equivalent amount of Fuel Gas to be delivered, to ECS for the immediately succeeding month. The monthly HP-hour Charge shall be delivered to ECS in equal daily installments.  ECS shall take receipt of the monthly HP-hour Charge at the delivery points listed on Schedule I attached hereto or other such delivery point(s) as ECS and Customer may mutually agree upon in writing. The provisions of Customer's Tariff shall govern Customer's delivery of Fuel Gas to ECS, and receipt of the Fuel Gas by ECS shall be in accordance with the provisions of this Agreement.		

3.7	Regulatory Reduction in Electric Energy Rates.  If the price ECS pays to the Utility for electric energy under the Utility Power Agreement decreases as a result of (i) a change in the regulatory structure under which the Utility operates or (ii) a decrease in demand charges under the Utility's tariff pricing which the Utility is allowed to charge its customers, exclusive of energy charges, which decrease is approved by the regulatory agency with jurisdiction, ECS and Customer shall meet to mutually agree in writing on an adjusted Annual Charge or HP-hour Charge which reflects the incremental decrease in the price of energy.

ARTICLE 4
TERMS OF PAYMENT

4.1.	Invoices.

(a)	For each calendar month, ECS shall deliver to Customer within ten (10) days following the last day of such month, an invoice for the monthly installment of the Annual Charge.

(b)	Customer shall pay each invoice for the Annual Charge by the later of: (i) the tenth (10th) day after the invoice was received or (ii) the twentieth (20th) day of the calendar month in which the invoice was received, and if such day for payment is not a Business Day, then the next Business Day.  Customer shall make payment to ECS by wire transfer to the payment address set forth in Section 9.1.

(c)	If any invoice is not paid when due, then interest shall accrue and be payable on such past due amount at the annual rate equal to the prime rate from time to time charged by Citibank, N.A., New York, New York to responsible and substantial commercial and industrial borrowers plus 2%, or the maximum rate permitted by applicable law, whichever is less (the "Past Due Rate"); provided, however, that such failure to pay is not the result of a bona fide dispute or failure to timely receive notice of any such charges, in which event interest shall not be due except on the agreed amount due after resolution of such dispute or, in case of the untimely receipt of notice, ten days after the notice was received.  Such interest shall accrue beginning on the due date of such unpaid invoice or of such unpaid amount.

(d)	If Customer, in good faith, disputes any part of any invoice, Customer shall pay the portion of such invoice conceded to be correct.  If the disputed billing is determined to be correct, it shall be paid within ten days of such determination, along with interest calculated from the original due date until the date paid at an interest rate equal to the Past Due Rate.

ARTICLE 5
COVENANTS; REPRESENTATIONS AND WARRANTIES

5.1.	ECS Covenants.  At all times during this Agreement, ECS shall:

(a)	Maintain a reliable supply of electrical energy to provide Shaft Energy on a firm basis to the CompressorDriver, subject to the provisions of Section 2.5; and

(b)	Comply with all laws, ordinances, rules and regulations applicable to the Compression Services provided under this Agreement, including, without limitation, the procurement and maintenance of all necessary governmental permits, licenses and inspections.

	5.2	Customer Covenants.  At all times during this Agreement, Customer shall comply with all laws, ordinances, rules and regulations applicable to the operation of the Compressor Station, including, without limitation, the procurement and maintenance of all necessary governmental permits, licenses and inspections.

	5.3	Representations and Warranties.  As a material inducement to entering into this Agreement, each party, with respect to itself, hereby represents and warrants to the other party as of the Start Date as follows:

(a)	it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement;

(b)	it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement;

(c)	the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination applicable to it;

(d)	this Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending;

(e)	there are no bankruptcy, insolvency, reorganization, receivership or other arrangements or proceedings pending or being contemplated by it, or to its knowledge threatened against it; and

	(f)	there are no suits, proceedings, judgments, rulings or orders by or before any court or any governmental authority that materially adversely affect its ability to perform this Agreement.

ARTICLE 6
TERM AND TERMINATION

6.1.	Term.  Except as otherwise provided herein, this Agreement shall become effective on the date first above written and shall continue in full force and effect for a term (the "Term") of 20 years from either (i) the Start Date, if the Start Date is the first day of a month or (ii) if the Start Date is not the first day of a month, the first day of the month immediately after the month in which the Start Date occurs.

6.2	Termination by Customer:  Customer shall in good faith support the provisions of this Agreement before the FERC; provided, that Customer may, upon not less than ten (10) days written notice to ECS, terminate this Agreement if: (a) Customer has not received by December 1, 2000 a Preliminary Determination ("PD") acceptable to Customer or such other authority from the FERC acceptable to Customer that allows Customer to recover all payments to be made to ECS from Customer under this Agreement; (b) Customer in good faith believes that the provision of Compression Services by ECS to Customer as represented by this Agreement (including, without limitation, the Annual Charge and/or HP-hour Charge as quoted or as may be adjusted) will prevent satisfactory approval of the Phase V Expansion by the FERC; or (c) the Phase V Expansion is not approved by FERC with terms acceptable to Customer.  

If Customer terminates the Agreement pursuant to this Section 6.2, Customer shall: (i) purchase from ECS, at ECS' net book value, any equipment procured for the installation and construction of the Compressor Motors, provided that Customer has authorized ECS in writing to purchase such equipment; (ii) take assignment of any contracts or agreements entered into by ECS with Customer's prior written approval for the installation of the Compressor Motors or for provision of Compression Services under this Agreement; (iii) reimburse ECS for all reasonable costs incurred by ECS associated with the installation of the Compressor Motors or for provision of Compression Services under this Agreement including, without limitation, those set forth in Section 6.3, but not including financial costs actually incurred by ECS to guarantee the Annual Charge and HP-hour Charge through  July 1, 2000; and (iv) reimburse ECS for all costs and expenses incurred by ECS to unwind any forward sale of Fuel Gas to be delivered to ECS for the provision of Compression Services hereunder, but only in the event that Customer has "locked-in" the Annual Charge and HP-hour Charge under Section 3.7.

6.3	Termination Fee.  Notwithstanding anything to the contrary contained in this Agreement, if Customer terminates this Agreement under Section 6.2 of this Agreement, Customer shall pay to ECS an amount equal to $680,000 for financial costs incurred by ECS to guarantee the Annual Charge and the HP-hour Charge from July 1, 2000 through December 1, 2000 less any profit gained by ECS, if any, from unwinding any forward sale put in place by ECS to guarantee the Annual Charge and the HP-hour Charge.

ARTICLE 7
EVENT OF DEFAULT; REMEDIES

7.1.	Events of Default.  Subject to the provisions of the next paragraph, the occurrence of any of the following specified events shall constitute an "Event of Default" under this Agreement:

(a)	the failure by either Customer or ECS to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice of such failure is given to the defaulting party by the other party and provided the payment is not the subject of a good faith dispute as described in Section 4.1;

(b)	any representation or warranty made by either Customer or ECS herein shall at any time after the Start Date prove to be false or misleading in any material respect;

(c)	the failure by either Customer or ECS to perform any material covenant set forth in this Agreement (other than the events that are otherwise specifically covered in this Section 7.1 as a separate Event of Default), and such failure is not excused by Force Majeure or Electrical Force Majeure or cured within ten (10) days after written notice thereof is given to the Defaulting Party (hereafter defined) by the Non-Defaulting Party (hereinafter defined).  Because ECS' failure to deliver Shaft Energy to Customer in accordance with the terms and conditions of this Agreement is an Event of Default hereunder, during any such ten (10) day cure period, ECS shall be liable to Customer for costs and expenses as set forth in Section 7.6(a);

(d)	either Customer or ECS (i) makes an assignment or any general arrangement for the benefit of creditors (other than an assignment permitted by Section 10.5), (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it, and such petition is not withdrawn or dismissed for thirty (30) days after such filing, (iii) otherwise becomes bankrupt or insolvent (however evidenced), or (iv) is unable to pay its debts as they become due;

(e)	an assignment or transfer of this Agreement is made by either Customer or ECS in violation of Section 10.5 hereof; 

(f)	the Operating Agreement is terminated as a result of an event of default by one of the parties thereto; or 

(g)	the Lease Agreement is terminated as a result of an event of default by one of the parties thereto.

For purposes of this Article 7, the party causing an Event of Default shall be called the "Defaulting Party" and the other party shall be called the "Non-Defaulting Party." Notwithstanding Section 9.3, each occurrence of any of the specified events shall not constitute an Event of Default unless the Non-Defaulting Party gives the Defaulting Party written notice that such event constitutes an Event of Default hereunder within ninety (90) days after the Non-Defaulting Party has actual knowledge that such event has occurred.

7.2.	Remedies.  If an Event of Default occurs, the Non-Defaulting Party may, upon thirty (30) days' prior written notice to the Defaulting Party, establish a date on which this Agreement will terminate early (the "Early Termination Date"), except for any obligations for damages owed as a result of such early termination, in addition to exercising any other rights available to the Non-Defaulting Party at law or in equity.

	7.3     Occurrence of Certain Events upon Termination.  Upon the termination of this Agreement, other than at the end of the Term as provided elsewhere in this Agreement:

(a)	ECS shall assign to Customer, and Customer shall assume, all of ECS's rights and obligations under the Utility Power Agreement; provided that if ECS is the Defaulting Party, Customer is not obligated to accept such assignment;

(b)	Customer shall purchase the Interconnection Facilities for an amount equal to ECS's net book value.  ECS and Customer agree to take such actions as are reasonably necessary or desirable to convey the Interconnection Facilities to Customer free of any liens or other encumbrances; and

(c)	If Customer is the Defaulting Party, Customer shall make a payment to ECS in accordance with Exhibit "G" for the transmission line extension and appurtenant facilities. 

Notwithstanding anything to the contrary contained in Section 7.3(a) of this Agreement, ECS shall assign to Customer, and Customer shall assume, all of ECS' rights and obligations under the Utility Power Agreement, if (i) ECS is the Defaulting Party and (ii) the terms and conditions of any alternative arrangements to supply electric power negotiated by Customer or a third party under Section 7.6(a) and (b) of this Agreement (the "Alternative Arrangement") are equal to or worse in pricing, term, level, and quality of service than such terms under the Utility Power Agreement.  Notwithstanding the above, in no event shall Customer be required to accept assignment of the Utility Power Agreement if the Alternative Arrangement provides for a higher level of firm service than the Utility Power Agreement.

	7.4     Occurrence of Certain Events upon Termination at End of Term.  Upon the termination of this Agreement, at the end of the Term, Customer shall purchase the Interconnection Facilities for an amount equal to $1.  ECS and Customer agree to take such actions as are reasonably necessary or desirable to convey the Interconnection Facilities to Customer free of any liens or other encumbrances at such time.

7.5	ECS Remedies.  If Customer is the Defaulting Party and ECS terminates this Agreement in accordance with Section 7.2 of this Agreement, then: (i) Customer shall indemnify and hold ECS harmless with respect to any costs and expenses incurred by ECS in the assignment of the Utility Power Agreement under Section 7.3(a) of this Agreement and (ii) the Annual Charges due to ECS during the term of this Agreement, less all avoidable expenses that ECS would have incurred in performing the Compression Services under this Agreement, shall immediately be declared due and payable by Customer to ECS.  Customer, at its option, shall either (i) reimburse ECS for all costs and expenses, if any, incurred by ECS to unwind the forward sale of natural gas volumes to be delivered to ECS hereunder throughout the remaining Term of this Agreement or (ii) take assignment of the agreement(s) or contract(s) for the forward sale of natural gas volumes to be delivered to ECS hereunder throughout the Term of this Agreement.

7.6	Customer Remedies.  If ECS is the Defaulting Party and: 

(a)	Customer either terminates this Agreement in accordance with Section 7.2 of this Agreement, or is required to purchase power from a third party in order to operate the Compressor, then, in addition to any credits due to Customer on ECS' bill to Customer for the month in which such default occurs, ECS shall indemnify and hold Customer harmless with respect to: (i) any additional costs and expenses incurred by Customer (i.e., costs and expenses exceeding the amounts which would have been incurred by Customer under this Agreement) in its efforts to operate the Compressor; and (ii) any reservation charge credits which Customer gives to its shippers pursuant to its Tariff as a result of ECS' default.  ECS shall reimburse Customer for all such costs and expenses, if any, no later than ten (10) days from the date of Customer's invoice to ECS.

(b)	Customer terminates this Agreement in accordance with Section 7.2 of this Agreement, and Customer enters into an agreement with a third party to supply power or Shaft Energy in order to operate the Compressor, then, in addition to any amounts due to Customer, if any, under Section 7.6(a) above, ECS shall indemnify and hold Customer harmless with respect to any additional costs and expenses incurred by Customer (i.e., costs and expenses exceeding the amounts which would have been incurred by Customer under this Agreement) to purchase to purchase energy or Shaft Energy, for the original remaining term of this Agreement.  ECS shall reimburse Customer for such costs and expenses, if any, on a monthly basis, no later than ten (10) days from the date of Customer's invoice to ECS for such costs and expenses.  

7.7.	Termination Payment. Within thirty (30) days of the Early Termination Date each party shall pay to the other party all amounts payable pursuant to this Agreement.

	7.8.	Limitation of Remedies, Liability and Damages.  UNLESS OTHERWISE AGREED HEREIN, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY HERETO FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT OR OTHERWISE) UNDER OR IN RESPECT OF THIS AGREEMENT OR FOR ANY FAILURE OF PERFORMANCE RELATED HERETO HOWSOEVER CAUSED, WHETHER OR NOT ARISING FROM SUCH PARTY'S SOLE, JOINT OR CONCURRENT NEGLIGENCE; PROVIDED HOWEVER, SUCH LIMITATION SHALL NOT BE APPLICABLE IF, AND TO THE EXTENT THAT ECS SHALL HAVE RECEIVED SUCH TYPES OF DAMAGES FROM THE UTILITY.  TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE UNDER THIS AGREEMENT IS AGREED BY THE PARTIES TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT CONSTITUTES A REASONABLE APPROXIMATION OF SUCH DAMAGES, AND NOT A PENALTY.  FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN 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.

7.9.	Duty to Mitigate.  Each party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other party's performance or non-performance of this Agreement.

ARTICLE 8
FORCE MAJEURE AND ELECTRICAL FORCE MAJEURE

8.1.	Notice.  In the event either party is rendered unable, wholly or in part, by Force Majeure or Electrical Force Majeure to carry out its obligations under this Agreement, except payment of money, it is agreed that, upon such party's giving written notice and reasonably full particulars of such Force Majeure or Electrical Force Majeure to the other within a reasonable time after the occurrence of the cause relied upon, then the obligations of the party giving such notice, insofar as they are affected by such Force Majeure or Electrical Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, provided such cause shall be remedied with all reasonable dispatch.

8.2.	Strikes and Lockouts.  It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure or Electrical Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable in the discretion of the party having the difficulty.

ARTICLE 9
ARBITRATION

	9.1  Agreement to Arbitrate.  Any claim, counterclaim, demand, cause of action, dispute, and controversy arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the parties and/or their respective representatives (collectively the "Claims"), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law or in equity, under State or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration.

	9.2  Conduct of the Arbitration, Authority of the Arbitrators, and Choice of Law. Arbitration shall be conducted in accordance with the rules of arbitration of the Federal Arbitration Act and, to the extent an issue is not addressed by the federal law on arbitration, by the Commercial Arbitration Rules of the American Arbitration Association.  The validity, construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrators.  In deciding the substance of the parties' Claims, the arbitrators shall refer to the laws of the State of Texas as required by Section 10.6 hereof.  Unless otherwise agreed herein, it is agreed that the arbitrators shall have no authority to award lost or prospective profits, treble, exemplary, punitive, special, consequential, indirect, incidental damages of any type under any circumstances whether or not such damages may be available under state, or federal law, or under the Federal Arbitration Act, or under the Commercial Arbitration Rules of the American Arbitration Association, the parties hereby waiving their right, if any, to recover any such damages.  The arbitrator’s award shall be final and action may be brought in court to enforce the arbitrator’s award.

	9.3  Forum for the Arbitration and Selection of Arbitrators.  The arbitration proceeding shall be conducted in Houston, Texas.  Within thirty (30) days of the notice of initiation of the arbitration procedure, each party shall select one arbitrator.  The two arbitrators shall select a third arbitrator.  The third arbitrator shall be a person who has over eight (8) years professional experience in the natural gas compression industry and who has not previously been employed or retained by either party or any affiliate of either party and does not have a direct or indirect interest in either party or the subject matter of the arbitration.  While the third arbitrator shall be neutral, the two party-appointed arbitrators are not required to be neutral, and it shall not be grounds for removal of either of the two party-appointed arbitrators or for vacating the arbitrators' award that either of such arbitrators has past or present minimal relationships with the party that appointed such arbitrator.

9.4  Confidentiality.  To the fullest extent permitted by law, any arbitration proceeding and the arbitrators award shall be maintained in confidence by the parties.

ARTICLE 10
MISCELLANEOUS

10.1.	Notices.  Any notice, request, statement, bill or payment provided for in this Agreement, or any notice which either party may desire to give to the other, shall be in writing and shall be given by personal delivery, by United States mail, postage prepaid, by overnight delivery service, or by facsimile, and addressed as follows:

If to ECS:	Enron Compression Services Company
	1400 Smith Street Houston, Texas 77002
Attn.: Director of Compression Services
Facsimile No.: (713) 345-7040

Matters concerning Section 3.6
Copy to:

Enron North America Corp.
___________________
1400 Smith Street
	Houston, Texas 77002
Telephone No.: (713) 853-6219
Facsimile No.: (713) 646-2492

If to Customer: Emergency Matters:
Florida Gas Transmission Company
			Gas Control
			1400 Smith Street
			Houston, Texas 77002
Phone: (713) 853-5533
Fax: (713) 758-8155

Other Matters:
Florida Gas Transmission Company
1400 Smith Street
Houston, Texas 77002
Attention: Vice President - Marketing
Fax: (713) 646-8000

10.2.	Confidentiality.  Each party shall not disclose the terms of this Agreement to a third party (other than the party's and its affiliates' employees, lenders, counsel or accountants who have agreed to keep such terms confidential) except in order to comply with any applicable law, order, regulation, exchange rule, or order of a court or agency having competent jurisdiction; provided, each party shall notify the other party of any proceeding of which it is aware which may result in 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; provided, that all monetary damages shall be limited to actual, direct damages.

10.3.	Non-waiver.  No waiver by either party of any one or more defaults by the other party in, performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future defaults, whether of a like or of a different character.

10.4.	Amendments.  No modifications of the terms and conditions of this Agreement shall be effective except by execution of a written agreement by both parties hereto.

10.5.	Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, either party may, without the need for consent from 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 or (ii) transfer or assign this Agreement to an affiliate 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. For purposes of this Section, any sale, disposition, or transfer by a party of all, or substantially all, of its assets, or more than 50% of its voting capital stock, to a non-affiliated third party whose long-term debt rating is not rated at least investment grade by Standard & Poor's or Moody's shall be deemed an assignment of this Agreement and shall require the prior written consent of the other party hereto (which consent shall not be unreasonably withheld).  Any assignment or transfer in violation of this Section shall be voidable at the discretion of the non-assigning party.

10.6.	Governing Law.  THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.  This Agreement and all Compression Services shall be subject to all valid and applicable laws, orders, directive, rules, regulations of any duly constituted governmental body or official having jurisdiction.

10.7.	No Third Party Rights.  Unless otherwise specifically provided in this Agreement, the parties do not intend to create rights in or to grant remedies to any third party as a beneficiary of this Agreement or of any duty, obligation or undertaking established hereunder.

10.8.	Invalidity.  In the event any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the parties shall agree upon an equitable adjustment in such provision with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

	10.9.	Entirety.  This Agreement constitutes the entire agreement concerning the subject matter between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

	10.10.	Headings.  The headings in this Agreement are for reference purposes only and shall not affect the meaning hereof.

	10.11	Start Date.  With the exception of the Test Period provided in Section 3.1 hereof, the obligation to provide and pay for services hereunder shall not commence until the Start Date.  

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date first above written.

ENRON COMPRESSION 	FLORIDA GAS TRANSMISSION 
SERVICES COMPANY					COMPANY

By:	___________________________		By:	_____________________________
Name:	___________________________		Name:	_____________________________
Title:	___________________________		Title:	_____________________________

SCHEDULE I

HP-HOUR CHARGE 
DELIVERY POINTS

1.  DELIVERY POINTS  ECS shall take receipt of the monthly HP-hour Charge at the following point(s):

Customer's in-line transfer point at Customer's Compressor Station #11 - DRN #716.

EXHIBIT A
PROJECTED HP-hour Charge
(For Illustrative Purposes Only)

Month	HP-hour Charge (Daily Installment- mmbtus)	HP-hours/d	Load Factor
April			3,036						383,040	76%
May			3,435						433,440	86%
June			3,794						478,800	95%
July			3,794						478,800	95%
Aug			3,794						478,800	95%
Sept			3,435						433,440	86%
Oct			2,836						357,840	71%
Nov			2,277						287,280	57%
Dec			2,277						287,280	57%
Jan			2,277						287,280	57%
Feb			2,277						287,280	57%
March			2,277						287,280	57%

EXHIBIT B
CONVERSION FACTOR VS. LOAD FACTOR
						
	January, February, March, November, December			
							
	Load Factor	Conversion Factor		Load Factor	Conversion Factor		
	1%	0.01807		51%	0.00886		
	2%	0.01807		52%	0.00869		
	3%	0.01807		53%	0.00852		
	4%	0.01807		54%	0.00837		
	5%	0.01807		55%	0.00821		
	6%	0.01807		56%	0.00807		
	7%	0.01807		57%	0.00793		
	8%	0.01807		58%	0.00793		
	9%	0.01807		59%	0.00793		
	10%	0.01807		60%	0.00793		
	11%	0.01807		61%	0.00793		
	12%	0.01807		62%	0.00793		
	13%	0.01807		63%	0.00793		
	14%	0.01807		64%	0.00793		
	15%	0.01807		65%	0.00793		
	16%	0.01807		66%	0.00793		
	17%	0.01807		67%	0.00793		
	18%	0.01807		68%	0.00793		
	19%	0.01807		69%	0.00793		
	20%	0.01807		70%	0.00793		
	21%	0.01807		71%	0.00793		
	22%	0.01807		72%	0.00793		
	23%	0.01807		73%	0.00793		
	24%	0.01807		74%	0.00793		
	25%	0.01807		75%	0.00793		
	26%	0.01737		76%	0.00793		
	27%	0.01673		77%	0.00793		
	28%	0.01613		78%	0.00793		
	29%	0.01558		79%	0.00793		
	30%	0.01506		80%	0.00793		
	31%	0.01457		81%	0.00793		
	32%	0.01412		82%	0.00793		
	33%	0.01369		83%	0.00793		
	34%	0.01329		84%	0.00793		
	35%	0.01291		85%	0.00793		
	36%	0.01255		86%	0.00793		
	37%	0.01221		87%	0.00793		
	38%	0.01189		88%	0.00793		
	39%	0.01158		89%	0.00793		
	40%	0.01129		90%	0.00793		
	41%	0.01102		91%	0.00793		
	42%	0.01076		92%	0.00793		
	43%	0.01051		93%	0.00793		
	44%	0.01027		94%	0.00793		
	45%	0.01004		95%	0.00793		
	46%	0.00982		96%	0.00793		
	47%	0.00961		97%	0.00793		
	48%	0.00941		98%	0.00793		
	49%	0.00922		99%	0.00793		
	50%	0.00903		100%	0.00793		

EXHIBIT C
CONVERSION FACTOR VS. LOAD FACTOR

		October					
							
	Load Factor	Conversion Factor		Load Factor	Conversion Factor		
	1%	0.02251		51%	0.01103		
	2%	0.02251		52%	0.01082		
	3%	0.02251		53%	0.01062		
	4%	0.02251		54%	0.01042		
	5%	0.02251		55%	0.01023		
	6%	0.02251		56%	0.01005		
	7%	0.02251		57%	0.00987		
	8%	0.02251		58%	0.00970		
	9%	0.02251		59%	0.00954		
	10%	0.02251		60%	0.00938		
	11%	0.02251		61%	0.00922		
	12%	0.02251		62%	0.00908		
	13%	0.02251		63%	0.00893		
	14%	0.02251		64%	0.00879		
	15%	0.02251		65%	0.00866		
	16%	0.02251		66%	0.00853		
	17%	0.02251		67%	0.00840		
	18%	0.02251		68%	0.00827		
	19%	0.02251		69%	0.00815		
	20%	0.02251		70%	0.00804		
	21%	0.02251		71%	0.00793		
	22%	0.02251		72%	0.00793		
	23%	0.02251		73%	0.00793		
	24%	0.02251		74%	0.00793		
	25%	0.02251		75%	0.00793		
	26%	0.02164		76%	0.00793		
	27%	0.02084		77%	0.00793		
	28%	0.02010		78%	0.00793		
	29%	0.01940		79%	0.00793		
	30%	0.01876		80%	0.00793		
	31%	0.01815		81%	0.00793		
	32%	0.01758		82%	0.00793		
	33%	0.01705		83%	0.00793		
	34%	0.01655		84%	0.00793		
	35%	0.01608		85%	0.00793		
	36%	0.01563		86%	0.00793		
	37%	0.01521		87%	0.00793		
	38%	0.01481		88%	0.00793		
	39%	0.01443		89%	0.00793		
	40%	0.01407		90%	0.00793		
	41%	0.01372		91%	0.00793		
	42%	0.01340		92%	0.00793		
	43%	0.01309		93%	0.00793		
	44%	0.01279		94%	0.00793		
	45%	0.01250		95%	0.00793		
	46%	0.01223		96%	0.00793		
	47%	0.01197		97%	0.00793		
	48%	0.01172		98%	0.00793		
	49%	0.01148		99%	0.00793		
	50%	0.01125		100%	0.00793		

EXHIBIT D
CONVERSION FACTOR VS. LOAD FACTOR

		                                 April 					
							
	Load Factor	Conversion Factor		Load Factor	Conversion Factor		
	1%	0.02409		51%	0.01181		
	2%	0.02409		52%	0.01158		
	3%	0.02409		53%	0.01136		
	4%	0.02409		54%	0.01115		
	5%	0.02409		55%	0.01095		
	6%	0.02409		56%	0.01076		
	7%	0.02409		57%	0.01057		
	8%	0.02409		58%	0.01038		
	9%	0.02409		59%	0.01021		
	10%	0.02409		60%	0.01004		
	11%	0.02409		61%	0.00987		
	12%	0.02409		62%	0.00971		
	13%	0.02409		63%	0.00956		
	14%	0.02409		64%	0.00941		
	15%	0.02409		65%	0.00927		
	16%	0.02409		66%	0.00913		
	17%	0.02409		67%	0.00899		
	18%	0.02409		68%	0.00886		
	19%	0.02409		69%	0.00873		
	20%	0.02409		70%	0.00860		
	21%	0.02409		71%	0.00848		
	22%	0.02409		72%	0.00837		
	23%	0.02409		73%	0.00825		
	24%	0.02409		74%	0.00814		
	25%	0.02409		75%	0.00803		
	26%	0.02317		76%	0.00793		
	27%	0.02231		77%	0.00793		
	28%	0.02151		78%	0.00793		
	29%	0.02077		79%	0.00793		
	30%	0.02008		80%	0.00793		
	31%	0.01943		81%	0.00793		
	32%	0.01882		82%	0.00793		
	33%	0.01825		83%	0.00793		
	34%	0.01771		84%	0.00793		
	35%	0.01721		85%	0.00793		
	36%	0.01673		86%	0.00793		
	37%	0.01628		87%	0.00793		
	38%	0.01585		88%	0.00793		
	39%	0.01544		89%	0.00793		
	40%	0.01506		90%	0.00793		
	41%	0.01469		91%	0.00793		
	42%	0.01434		92%	0.00793		
	43%	0.01401		93%	0.00793		
	44%	0.01369		94%	0.00793		
	45%	0.01338		95%	0.00793		
	46%	0.01309		96%	0.00793		
	47%	0.01281		97%	0.00793		
	48%	0.01255		98%	0.00793		
	49%	0.01229		99%	0.00793		
	50%	0.01205		100%	0.00793		
							
EXHIBIT E
CONVERSION FACTOR VS. LOAD FACTOR

	 	May & September					
							
	Load Factor	Conversion Factor		Load Factor	Conversion Factor		
	1%	0.02726		51%	0.01336		
	2%	0.02726		52%	0.01311		
	3%	0.02726		53%	0.01286		
	4%	0.02726		54%	0.01262		
	5%	0.02726		55%	0.01239		
	6%	0.02726		56%	0.01217		
	7%	0.02726		57%	0.01196		
	8%	0.02726		58%	0.01175		
	9%	0.02726		59%	0.01155		
	10%	0.02726		60%	0.01136		
	11%	0.02726		61%	0.01117		
	12%	0.02726		62%	0.01099		
	13%	0.02726		63%	0.01082		
	14%	0.02726		64%	0.01065		
	15%	0.02726		65%	0.01049		
	16%	0.02726		66%	0.01033		
	17%	0.02726		67%	0.01017		
	18%	0.02726		68%	0.01002		
	19%	0.02726		69%	0.00988		
	20%	0.02726		70%	0.00974		
	21%	0.02726		71%	0.00960		
	22%	0.02726		72%	0.00947		
	23%	0.02726		73%	0.00934		
	24%	0.02726		74%	0.00921		
	25%	0.02726		75%	0.00909		
	26%	0.02621		76%	0.00897		
	27%	0.02524		77%	0.00885		
	28%	0.02434		78%	0.00874		
	29%	0.02350		79%	0.00863		
	30%	0.02272		80%	0.00852		
	31%	0.02199		81%	0.00841		
	32%	0.02130		82%	0.00831		
	33%	0.02065		83%	0.00821		
	34%	0.02005		84%	0.00811		
	35%	0.01947		85%	0.00802		
	36%	0.01893		86%	0.00793		
	37%	0.01842		87%	0.00793		
	38%	0.01794		88%	0.00793		
	39%	0.01748		89%	0.00793		
	40%	0.01704		90%	0.00793		
	41%	0.01662		91%	0.00793		
	42%	0.01623		92%	0.00793		
	43%	0.01585		93%	0.00793		
	44%	0.01549		94%	0.00793		
	45%	0.01515		95%	0.00793		
	46%	0.01482		96%	0.00793		
	47%	0.01450		97%	0.00793		
	48%	0.01420		98%	0.00793		
	49%	0.01391		99%	0.00793		
	50%	0.01363		100%	0.00793		

EXHIBIT F
CONVERSION FACTOR VS. LOAD FACTOR

	June, July, August					
							
	Load Factor	Conversion Factor		Load Factor	Conversion Factor		
	1%	0.03012		51%	0.01476		
	2%	0.03012		52%	0.01448		
	3%	0.03012		53%	0.01421		
	4%	0.03012		54%	0.01394		
	5%	0.03012		55%	0.01369		
	6%	0.03012		56%	0.01344		
	7%	0.03012		57%	0.01321		
	8%	0.03012		58%	0.01298		
	9%	0.03012		59%	0.01276		
	10%	0.03012		60%	0.01255		
	11%	0.03012		61%	0.01234		
	12%	0.03012		62%	0.01214		
	13%	0.03012		63%	0.01195		
	14%	0.03012		64%	0.01176		
	15%	0.03012		65%	0.01158		
	16%	0.03012		66%	0.01141		
	17%	0.03012		67%	0.01124		
	18%	0.03012		68%	0.01107		
	19%	0.03012		69%	0.01091		
	20%	0.03012		70%	0.01076		
	21%	0.03012		71%	0.01060		
	22%	0.03012		72%	0.01046		
	23%	0.03012		73%	0.01031		
	24%	0.03012		74%	0.01017		
	25%	0.03012		75%	0.01004		
	26%	0.02896		76%	0.00991		
	27%	0.02788		77%	0.00978		
	28%	0.02689		78%	0.00965		
	29%	0.02596		79%	0.00953		
	30%	0.02510		80%	0.00941		
	31%	0.02429		81%	0.00929		
	32%	0.02353		82%	0.00918		
	33%	0.02281		83%	0.00907		
	34%	0.02214		84%	0.00896		
	35%	0.02151		85%	0.00886		
	36%	0.02091		86%	0.00875		
	37%	0.02035		87%	0.00865		
	38%	0.01981		88%	0.00856		
	39%	0.01930		89%	0.00846		
	40%	0.01882		90%	0.00837		
	41%	0.01836		91%	0.00827		
	42%	0.01793		92%	0.00818		
	43%	0.01751		93%	0.00810		
	44%	0.01711		94%	0.00801		
	45%	0.01673		95%	0.00793		
	46%	0.01637		96%	0.00793		
	47%	0.01602		97%	0.00793		
	48%	0.01568		98%	0.00793		
	49%	0.01536		99%	0.00793		
	50%	0.01506		100%	0.00793		

EXHIBIT G
SUBSTATION, TRANSFORMER, AND TRANSMISSION LINE
PAYOUT SCHEDULE

Values specified below include only actual costs for such equipment and costs provided by ECS under this agreement.  The following payment schedule is based on the best available scope definition and capital cost estimates to date.  Upon receipt by ECS of further definitive costs, this Exhibit G will updated to reflect actual updated costs.

FGT Capital Unwind Schedule			
			
Contract Year	Termination Date	Unwind Payment	
1	Apr-02	7,819,742	
2	Apr-03	7,178,755	
3	Apr-04	6,537,768	
4	Apr-05	5,896,781	
5	Apr-06	5,255,794	
6	Apr-07	4,614,807	
7	Apr-08	3,973,819	
8	Apr-09	3,332,832	
9	Apr-10	2,691,845	
10	Apr-11	2,050,858	
11	Apr-12	1,409,871	
12	Apr-13	1,268,884	
13	Apr-14	1,127,897	
14	Apr-15	986,910	
15	Apr-16	845,923	
16	Apr-17	704,935	
17	Apr-18	563,948	
18	Apr-19	422,961	
19	Apr-20	281,974	
20	Apr-21	140,987	
21	Apr-22	0	

EXHIBIT H
APPLICABLE TAXES

6.25% Sales and Use Tax
1.6%   Ad Valorem

---------------------- REVISION LIST ----------------------

The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[1:1 1:1] Changed	"AMENDED COMPRESSION" to "AMENDED AND  ...  COMPRESSION"
[1:3 1:3] Changed	"AMENDED COMPRESSION" to "AMENDED AND  ...  COMPRESSION"
[1:3 1:3] Changed	"________________, 2000 is" to "________________, 2001 is"
[1:3 1:3] Changed	"___, 2000 and December 13" to "30"
[1:7 1:7] Changed	"the terms" to "the amended and restated terms"
[1:12 1:12] Add Para	""Actual HP-hour  ...  during such month."
[1:15 1:16] Changed	"the gearbox," to "the variable gearbox,"
[1:16 1:17] Changed	"electric motor," to "electric motors,"
[1:22 1:23] Changed	"CompressorDriver" to "Compressor Driver"
[1:33 1:34] Changed	"applicablemonth " to "applicable month "
[1:34 1:35] Changed	"16,001 kW" to "18,300 kW/hr"
[1:40 1:41] Changed	"CompressorDriver" to "Compressor Driver"
[1:41 1:42] Changed	"3.3 hereof)." to "3.3(b) hereof)."
[1:46 1:47] Add Para	""True Up" shall  ...  this Agreement."
[1:56 1:58] Add Para	"2.6. Notice of  ...  fourteen (14) days."
[1:60 1:63] Changed	"Gas"). The" to "Gas"). The  ...  Date. The"
[1:61 1:64] Changed	"The monthly" to "The HP-hour  ...  of July. "
[1:61 1:64] Changed	"The monthly  ...  Section 3.3(a). " to "The "
[1:61 1:65] Add Para	"If the Start Date  ...  Start Up Month."
[1:61 1:66] Changed	"The monthly" to "(b) The amount  ...  Customer each"
[1:61 1:65] Changed	"the product  ...  Section 3.3(a). " to "the "
[1:62 1:66] Changed	"(b) The amount  ...  the Shaft" to "Shaft"
[1:62 1:66] Changed	"Driver taking  ...  Compressor Driver," to "Driver,"
[1:62 1:66] Changed	"1.341." to "1.341. Customer  ...  Compressor Driver."
[1:65 1:69] Changed	"the HP-hour" to "the Actual HP-hour"
[1:65 1:69] Changed	"payable" to "and the resulting True Up"
[1:95 1:100] Add Para	"6.3 Termination  ...  HP-hour Charge."
[1:167 1:173] Changed	"March 20," to "March ____,"
[1:167 1:173] Changed	"Date. " to "Date. ECS'  ...  Agreement."