[REDLINED DRAFT—COMPARED TO 7/26 DRAFT PROVIDED BY ECT]

NATURAL GAS PURCHASE AGREEMENT

BY AND BETWEEN

FLORIDA POWER & LIGHT COMPANY

AND

ENRON CAPITAL & TRADE RESOURCES CORP.

AND

ENRON CORP.

DATED: _________________August __, 1999
TABLE OF CONTENTS

1.0	PARTIES	1
2.0	RECITALS	2
3.0	DEFINITION OF TERMS	3
4.0	TERM AND TERMINATION	8
5.0	TITLE, WARRANTIES, RISK OF LOSS AND INDEMNIFICATION	17
6.0	QUALITY AND QUANTITY MEASUREMENT	19
7.0	SALES QUANTITIES	21
8.0	delivery points	25
9.0	CONTRACT PRICE	27
10.0	BILLING AND PAYMENT	31
11.0	INDEPENDENT CONTRACTOR	35
12.0	FORCE MAJEURE	36
13.0	TAXES AND OTHER LIABILITIES	41
14.0	PROPRIETARY INFORMATION	42
15.0	COMPLIANCE WITH LAWS, REGULATIONS, CODES AND STANDARDS	43
16.0	ASSIGNMENT AND SALE	44
17.0	DEFAULTS AND REMEDIES	45
18.0	GUARANTEE	51
19.0	NOTICES, CORRESPONDENCE AND PAYMENT	52
20.0	ARBITRATION	55
21.0	APPLICABLE STATE LAW AND CONSENT TO JURISDICTION	57
22.0	NOMINATION AND SCHEDULING	58
23.0	MISCELLANEOUS	60

EXHIBIT A	ALLOCATION OF base quantities AND INCREMENTAL QUANTITIES FOR PRICING PURPOSES
EXHIBIT B	RESTRUCTURING FEE FOR INCREMENTAL QUANTITIES
EXHIBIT C	delivery points and delivery point allocations FOR BASE QUANTITIES AND INCREMENTAL QUANTITIES
EXHIBIT D	BUYOUT PAYMENT FORMULAS
EXHIBIT E	QUANTITIESZ1 AND QUANTITIESZ3 FOR BASE QUANTITIES AND INCREMENTAL QUANTITIES
EXHIBIT F	GUARANTEE
EXHIBIT G	FORM LETTERS FOR INDEPENDENT PARTIES AND INDEPENDENT 			FINANCIAL INSTITUTIONS

NATURAL GAS PURCHASE AGREEMENT

1.0	PARTIES
The Parties hereto (referred to individually as “Party” and two or more collectively as “Parties”) enter into this Natural Gas Purchase Agreement dated ___________August __, 1999.  The Parties hereto are:
1.1	Florida Power & Light Company (“FPL”)
		Energy Marketing & Trading Division
		11770 U.S. Highway One
		North Palm Beach, FL  33408

	1.2	Enron Capital & Trade Resources Corp. (“ECT”)
		P.O. Box 4428
		Houston, TX  77210-4428

1.3	And, solely for the purposes of the Guarantee in Section 18 18.0:

Enron Corp. (“Enron”)
		P. O. Box 1188
		Houston, TX   77251-1188

2.0	RECITALS
WITNESSETH
WHEREAS, this Agreement is made with reference to the following facts:
2.1	FPL is a public utility and a corporation organized and existing under the laws of the State of Florida.
2.2	ECT is a corporation organized and existing under the laws of the State of Delaware.  ECT is a wholly-owned subsidiary of Enron.  ECT has Natural Gas supplies which it desires to sell to FPL.
2.3	Enron is a corporation organized and existing under the laws of the State of Oregon.  Enron is the parent company of ECT and is acting as guarantor of the payment obligations of ECT under this Agreement.
2.4	FPL intends to purchase and receive from ECT, at various and several Delivery Points certain quantities of Natural Gas as set forth herein.
2.5	ECT intends to sell and deliver to FPL, at various and several Delivery Points certain quantities of Natural Gas as set forth herein.
2.6	As a condition to the execution of this Agreement, Enron shall guarantee the payment obligations of ECT under this Agreement by executing and delivering Exhibit F (Guarantee), attached hereto.
2.7	FPL and ECT desire to enter into this Agreement relating to the sale and purchase of such Natural Gas, all as set forth herein.
2.8	Enron joins in this Agreement solely for the purposes expressed or referenced in Section 18 Section 18.0 (Guarantee).
3.0	DEFINITION OF TERMS
3.1	Agreement.  This Natural Gas Purchase Agreement, including Exhibits A, B, C, D, E, F and F, G hereto.
3.2	BTU.  British thermal unit.  The quantity of heat required to raise the temperature of one (1) pound (avoirdupois) of water from fifty-eight and one-half degrees Fahrenheit (58.5 F) to fifty-nine and one-half degrees Fahrenheit (59.5 F) at a constant pressure of 14.73 PSIA.
3.3	Central Clock Time.  The Central Time, as adjusted for Daylight Savings Time and Standard Time. 
3.4	Claims.  All claims or actions, threatened or filed and whether groundless, false or fraudulent, that directly or indirectly relate to the subject matters of the 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.
3.5	Commission or FERC.  The Federal Energy Regulatory Commission or any successor regulatory agency or body, including the U.S. Congress.
3.6	Contract Price.  The price paid by FPL to ECT for Gas delivered to the Delivery Points pursuant to Section 9 9.0 of this Agreement.
3.7	Contract Termination Date.  February 28, 2010.
3.8	Delivery Points.  All primary Receipt Points and alternate Receipt Points, including in-line transfer points and pooling points to which FPL has rights under the FTS-1 Agreement and the FTS-2 Agreements, as such agreements may be amended from time to time, and any Future Delivery Points.
3.9	FGT.  Florida Gas Transmission Company.
3.10	FGT’s FERC Gas Tariff.  The Third Revised Volume No. 1 of FGT’s FERC Gas Tariff, as it may be amended from time to time.
3.11	FGT Zone 1.  The geographic area located between the suction side of FGT’s Compressor Station #2, located in Nueces County, Texas, and the suction side of FGT’s Compressor Station #7, located in Acadia Parish County, Louisiana. 
3.12	FGT Zone 2. The geographic area located between the suction side of FGT’s Compressor Station #7, located in Acadia Parish County, Louisiana, and the suction side of FGT’s Compressor Station #8, located in East Baton Rouge Parish County, Louisiana.
3.13	FGT Zone 3.  The geographic area located between the suction side of FGT’s Compressor Station #8, located in East Baton Rouge Parish County, Louisiana, and the Exxon St. Regis Plant (DRN #38221), located in Santa Rosa County, Florida. 
3.14	FGT Zone 2 Receipt Point Pool.  The in-line transfer point, as defined in FGT’s FERC Gas Tariff, located in FGT Zone 2 (compressor station number 8), which is designated as the point where FGT’s Zone 2 Receipt Points are aggregated and nominated.
3.15	FTS-1 Agreement.  That firm transportation agreement by and between FGT and FPL, dated November 1, 1989, as it may be amended from time to time.
3.16	FTS-2 Agreements.  Those firm transportation agreements by and between FGT and FPL, dated October 14, 1994, November 16, 1998, and July __August 3, 1999, respectively, as the same may be amended from time to time.
3.17	Future Delivery Points.  Any receipt points set forth in future firm transportation or other service agreements between FGT or other Natural Gas service providers and FPL providing for the firm transportation of Natural Gas or other service for FPL that FPL designates as Delivery Points under this Agreement by providing notice of such designation to ECT pursuant to Section 19.1.3.
3.18	Gas Day.  A period of 24 consecutive hours beginning at the time of FGT’s gas day.
3.19	Inside FERC Index Price – Zone 2.  The price for FGT’s Supply Zone 2 in the column labeled “Index” as published in the first issue for the applicable Month of Inside FERC’s Gas Market Report in the table titled “Prices of Spot Gas Delivered to Pipelines.”  
3.20	“Inside FERC Index Price – Zone 1, 2 or 3” means the price for FGT’s Supply Zone 1, 2 or 3 in the column labeled “Index” as published in the first issue for the applicable Month of Inside FERC’s Gas Market Report in the table titled “Prices of Spot Gas Delivered to Pipelines.”
3.21	“Material Adverse Change” means a material change in the creditworthiness of either Party, which results in:  (i) as to FPL, FPL having a long-term debt, which is unsupported by third-party credit enhancement, that is rated by Standard & Poors Corporation below BBB-, and (ii) as to ECT, Enron having long-term debt, which is unsupported by third party credit enhancement, that is rated by Standard & Poors Corporation below BBB-.
3.22	MMBTU.  One million (1,000,000) BTU’s.
3.23	Natural Gas or Gas.  Natural gas, including, but not limited to, casinghead gas, gas from gas wells, and residue gas resulting from processing either casinghead gas or gas well gas, or both, meeting the standards and specifications of FGT’s Tariff.
3.24	Party or Parties.  FPL and/or ECT.
3.25	PSIA.  Pounds per square inch absolute.
3.26	PSIG.  Pounds per square inch gauge.
3.27	Receipt Points.  All primary and alternate Receipt Points, including in-line transfer points and pooling points to which FPL has rights under the Service Agreements.
3.28	Restructuring Fee.  The amount per MMBtu to be paid by FPL to ECT for a designated period of time, pursuant to Section 9.6 and Exhibit B.
3.29	Service Agreements.  The FTS-1 and FTS-2 Agreements, and, in addition, any future transportation agreements with any Natural Gas service providers, including FGT, to which FPL may be a party that FPL designates as a Service Agreement under this Agreement by providing notice of such designation to ECT pursuant to Section 19.1.3.
3.29 3.30	SNG’S FERC Gas Tariff.  The Seventh Revised Volume No. 1 of SNG’s FERC Gas Tariff, as it may be amended from time to time.
3.30 3.31	Southern Natural Gas Company (“SNG”).  The owner and operator of the pipeline system into which certain Natural Gas sold by ECT to FPL under this Agreement may be delivered by ECT and received for redelivery to FGT for further redelivery to FPL under the terms and conditions of the FTS-2 Agreements.
3.31 3.32	Transaction Amount.  An amount in dollars, which may be either negative or positive, as may be negotiated and agreed to by the Parties pursuant to Section 7.1.2(b).
3.32 3.33	Working Day.  Any day Monday through Friday, exclusive of holidays, resulting in the close of business for either ECT or FPL, and exclusive of any Federal Banking Holidays for transactions in the United States and/or similar holidays for transactions in Canada and Mexico.

4.0	TERM AND TERMINATION
4.1	This Agreement shall be effective as of 8:00 a.m. Central Clock Time (“CCT”), August September 1, 1999, and shall remain in full force and effect through the Contract Termination Date.
4.2	At any time during the term of this Agreement, if FPL sells, assigns or otherwise relinquishes control over one or more of its electric generation plants, or otherwise has a change in its business operations as a result of electric industry restructuring (“Business Change”), FPL has the right, but not the obligation, to (i) buyout of all or a segment of this Agreement (“Buyout”) upon providing written notice to ECT, which notice shall be given no later than ninety (90) Working Days after the date of the Business Change; and (ii) establish the segment(s) of the Agreement subject to FPL’s Buyout election (“Buyout Segment(s)”) and the date on which such Buyout will be effective and such Buyout Segment(s) no longer will be in effect.  In the event of such a Buyout, there shall be a Buyout Payment for the applicable Buyout Segment(s), in accordance with Sections 4.3 and 4.4. 4.2.1 and 4.2.2.  
4.2.1 As set forth in Exhibit No. D, each Buyout Payment shall include ______. If FPL exercises its rights under Section 4.2, FPL and ECT shall work in good faith to agree on ___________. Unless otherwise mutually agreed, if ECT and FPL are unable to agree on ________ within ten (10) Working Days, the provisions of Sections 4.2.2 through 4.2.5 shall apply.
4.2.2 Ninety (90) days prior to the beginning of each contract year, FPL and ECT shall submit to each other in writing, in priority order, three (3) to five (5) independent energy trading entities with experience in energy trading transactions who have committed to serve as an independent party if chosen (“Independent Party”). FPL and ECT shall submit written verification that none of the Independent Parties on their respective list is directly or indirectly affiliated with, or financially connected with FPL or ECT, respectively, or is currently on retainer or doing business (“Business Relationship”) with any affiliate, subsidiary, or joint venture partner of FPL, ECT and/or Enron, where such Business Relationship constitutes or constituted more than ten (10) percent of the gross revenues of the Independent Party.
4.2.3 A single, joint independent party (“Joint Independent Party”) shall be selected from the Independent Party lists of FPL and ECT in Section 4.2.2, and such Joint Independent Party shall be the first Independent Party common to both lists. In the event that such Joint Independent Party is not available, the next common Independent Party on the lists of FPL and ECT shall be selected as the Joint Independent Party. In the event there is no common Independent Party, the Joint Independent Party shall be selected pursuant to Section 20.
4.2.4 In the event that FPL and ECT do not reach agreement on “Q” under Section 4.2.1, the “Q” shall be determined by the Joint Independent Party under the process set forth in Sections 4.2.5-4.2.7 and the determination of the “Q” shall be binding on FPL and ECT. [NOTE: “Q” IS USED TO DENOTE WHATEVER VALUE/AMOUNT IS AGREED.]
4.2.5 FPL and ECT shall submit within three (3) Working Days of the failure to reach agreement under Section 4.2.1 to the Joint Independent Party in writing (1) the “Q” to which it is willing to agree and (2) support for its “Q” not to exceed five (5) pages inclusive of tables, charts, exhibits and other documentation.
4.2.6 The Joint Independent Party shall determine the “Q” by selecting either the “Q” submitted by FPL or the “Q” selected by ECT within two (2) Working Days of the receipt of the information in Section 4.2.5. No other “Q” determination shall be made. The Joint Independent Party shall report its determination of the “Q” in writing to FPL and ECT.
4.2.7 The determination of a “Q” shall be final, not subject to arbitration, non-appealable and binding upon FPL and ECT.
4.3 FPL and ECT shall share equally the costs of using a Joint Independent Party.
4.4 4.2.1	The Buyout Payment(s) associated with any Buyout Segment(s) shall be as set forth in Exhibit D.
4.5 The Buyout Payment shall be adjusted such that if FPL elects to terminate 4.2.2	If FPL elects a Buyout for less than 100 percent of any applicable Buyout Segment, the Buyout Payment for such Buyout Segment will shall be adjusted to equal to the product of (1) the 100 percent Buyout Payment for such Buyout Segment, and (2) the percentage of the Buyout Segment elected by FPL.
4.2.3	As set forth in Exhibit D, each Buyout Payment shall include certain components that shall be negotiated between the Parties (“Negotiated Component(s)”).  In preparation for any future negotiation of such Negotiated Components pursuant to Section 4.2.4 below, the following shall apply:
(a)	Prior to October 1, 1999, FPL and ECT shall submit to each other in writing, in priority order, five (5) independent energy trading or energy consulting entities with experience in energy trading matters who have committed to serve as an independent party if chosen (“Independent Party”), and five (5) independent financial institutions who have committed to serve as an independent party if chosen (“Independent Financial Institution”).  When FPL and ECT submit their respective lists, they shall also submit written verification providing that: (i) none of the Independent Parties or Independent Financial Institutions on their respective lists are directly or indirectly affiliated with, or financially connected with FPL or ECT, respectively, or are currently on retainer or doing business (“Business Relationship”) with any affiliate, subsidiary, or joint venture partner of FPL, ECT and/or Enron, where such Business Relationship constitutes or constituted (within the prior twelve (12) months) more than ten (10) percent of the gross revenues of the Independent Party and/or Independent Financial Institution; (ii) each of the Independent Parties and/or Independent Financial Institutions on their respective lists have agreed to keep all information received from FPL and/or ECT confidential, and have agreed not to use any such information, either directly or indirectly; and (iii) each of the Independent Parties and/or Independent Financial Institutions on their respective lists have received and acknowledged a letter from FPL and ECT, respectively, in the form set forth in Exhibit G. 
(b)	A single, joint independent party (“Joint Independent Party”) and a single, joint financial institution (“Joint Financial Institution”), as applicable, shall be selected from the Independent Party and Independent Financial Institution lists of FPL and ECT in Section 4.2.3(a), and such Joint Independent Party and/or Joint Financial Institution shall be the first Independent Party and/or Independent Financial Institution common to the respective lists of FPL and ECT.  In the event that such Joint Independent Party and/or Joint Financial Institution is not available, the next common Independent Party and/or Independent Financial Institution on the respective lists of FPL and ECT shall be selected as the Joint Independent Party and/or Joint Financial Institution.  In the event there is no common Independent Party and/or Independent Financial Institution, the Joint Independent Party and/or Joint Financial Institution shall be selected pursuant to Section 20.0. 
(c)	One hundred and twenty (120) days prior to the beginning of each calendar year, either Party shall have the right to notify the other Party of its request to change the Joint Independent Party and/or Joint Financial Institution selected in Section 4.2.3(b) for the following calendar year by providing written notice of such request to the other Party.  If either Party provides such notification, a new Joint Independent Party and/or Joint Financial Institution, as applicable, shall be selected for the following calendar year from the existing respective Independent Party and/or Independent Financial Institution lists of FPL and ECT, as set forth in Section 4.2.3(a), and such Joint Independent Party and/or Joint Financial Institution shall be the next common Independent Party and/or Independent Financial Institution on the respective lists of FPL and ECT.  In the event there is no other common Independent Party and/or Joint Financial Institution on the existing respective lists of FPL and ECT, then, ninety (90) days prior to the beginning of the next calendar year, FPL and ECT shall repeat the selection process set forth in Sections 4.2.3(a) and 4.2.3(b) with respect to the selection of a new Joint Independent Party and/or Joint Financial Institution, as applicable, for the following calendar year.  If neither Party provides timely notification of a request for a new Joint Independent Party and/or Joint Financial Institution, the current Joint Independent Party and/or Joint Financial Institution, as applicable, shall continue to act as the Joint Independent Party and/or Joint Financial Institution, respectively, for the following calendar year.
4.2.4	If FPL exercises its Buyout rights under Section 4.2, FPL and ECT shall work in good faith to agree on the Negotiated Component(s).  Unless otherwise mutually agreed, if ECT and FPL are unable to agree on the Negotiated Component(s) within ten (10) Working Days of FPL providing notice of its election to Buyout pursuant to Section 4.2, the Negotiated Component(s) shall be determined by the Joint Independent Party and/or Joint Financial Institution, as applicable, under the process set forth in Sections 4.2.3(a)-(c), and any such determination of the Negotiated Component(s) shall be final, not subject to arbitration, non-appealable and binding upon FPL and ECT.  
(a)	FPL and ECT shall submit, within three (3) Working Days of the failure to reach agreement under Section 4.2.4, to the Joint Independent Party and/or Joint Financial Institution, as applicable, in writing (1) the Negotiated Component(s) to which such Party is willing to agree and (2) support for such Party’s Negotiated Component(s), not to exceed five (5) pages inclusive of tables, charts, exhibits and other documentation.
(b)	The Joint Independent Party and/or Joint Financial Institution, as applicable, shall determine the Negotiated Component(s) by selecting either the Negotiated Component(s) submitted by FPL or the Negotiated Component(s) selected by ECT (by selecting the Negotiated Component(s) closest to the Negotiated Component(s) determined by the Joint Independent Party and/or Joint Financial Institution) within two (2) Working Days of the receipt of the information in Section 4.2.4(a).  No other Negotiated Component(s) determination shall be made.  The Joint Independent Party and/or Joint Financial Institution, as applicable, shall report its determination of the Negotiated Component(s) in writing to FPL and ECT.
(c)	FPL and ECT shall share equally the costs of using a Joint Independent Party and/or Joint Financial Institution.
4.3	For so long as the rates charged by FPL are regulated by the Florida Public Service Commission, or such other regulatory authority with jurisdiction over FPL (“Regulatory Authority”), if such Regulatory Authority issues any order, finding or other document that prevents FPL from fully recovering any of the costs associated with this Agreement from its ratepayers, FPL shall have the right to terminate this Agreement at no cost to FPL (e.g., such termination shall not constitute a Termination Event involving a Termination Payment, as set forth in Section 17.4, and shall not constitute a Buyout, as set forth in Section 4.2) upon providing ECT with written notice of such termination within 30 days of issuance of such order or finding.

5.0	TITLE, WARRANTIES, RISK OF LOSS AND INDEMNIFICATION
5.1	Risk of loss for, and title to, Natural Gas being sold and delivered to FPL by ECT shall pass from ECT to FPL at the Delivery Points.
5.2	ECT hereby warrants:  (i) title to all Natural Gas sold by ECT to FPL and delivered to the Delivery Points by ECT; (ii) that ECT has the right to sell and deliver such Natural Gas; and (iii) that all such Natural Gas is owned or controlled by ECT free and clear from all liens, adverse claims, any and all taxes, assessments, and any other encumbrances when so sold and delivered to FPL.
5.3	ECT shall indemnify, save and hold FPL and its parent, directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns free and harmless from:  (i) all suits, actions, debts, accounts, damages, costs, losses and expenses, including attorneys’ fees, arising from all actions or adverse claims of any and all persons with respect to the Natural Gas sold and delivered by ECT hereunder or from royalties, overriding royalties, or other payments with respect thereto, and (ii) taxes, licenses, fees, or charges on such Natural Gas or on the sale of such Natural Gas to ECT which are applicable before the title to the Natural Gas passes to FPL hereunder.
5.4	In the event any Claim of any character whatsoever is asserted with respect to the ownership of or title to any of said Natural Gas, FPL may retain amounts equal to the quantities of Natural Gas up to the amount of such Claim, multiplied by the purchase price associated with such Gas until (i) such Claim has been finally settled or (ii) ECT shall have furnished a bond to FPL or corporate assurance satisfactory to FPL and conditioned for the protection of FPL, with respect to such Claim as security for the performance of ECT’s obligations with respect to such Claim.

6.0	QUALITY AND QUANTITY MEASUREMENT
6.1	All Natural Gas sold and delivered by ECT at the Delivery Points shall be of merchantable quality and shall, upon delivery, conform to all of the pressure limitations, quality specifications, and heating value specified in the Service Agreements and in the General Terms and Conditions of FGT’s FERC Gas Tariff or SNG’s FERC Gas Tariff, or any other Natural Gas service provider providing service to FPL, whichever is applicable, including, but not limited to, specific adherence to the specifications regarding the liquid content of Gas so sold and delivered (“Quality Standards”).  The Quality Standards shall be determined by the applicable industry standards used by FGT, SNG or any other Natural Gas service provider providing service to FPL under their respective tariff.
6.2	In the event that the Natural Gas tendered by ECT hereunder at the Delivery Points fails to meet any of the Quality Standards set forth in Section 6.1, then ECT shall cease, or cause to be ceased, delivery of the Natural Gas failing to meet such Quality Standards, and shall as soon as possible provide for delivery of Natural Gas meeting all Quality Standards, and.  In addition to such failure being a material default under Section 17.0, ECT shall be liable for any and all adverse claims of any character whatsoever resulting from the delivery to FGT, SNG, or any other Natural Gas service provider providing service to FPL, whichever is applicable, of any Natural Gas failing to meet such Quality Standards.
6.3	Delivery pressure of the Natural Gas tendered by ECT hereunder at the designated Delivery Points must be sufficient to enter FGT’s, SNG’s pipeline systems, or the systems of any other Natural Gas service provider providing service to FPL, against the pressure existing on such pipelines at the time of delivery.
6.4	The quantity of Natural Gas purchased from ECT by FPL shall be determined by measurement and/or allocation, as applicable, by FGT, SNG, or the systems of any other Natural Gas service provider providing service to FPL, at the Delivery Points.
6.5	FPL, on its own or at the request of ECT, shall have the right to inspect any measuring, testing equipment charts and other measurement or testing data, in use at the Delivery Points, in accordance with the Service Agreements, and the terms and conditions of the Gas Tariffs of FGT, SNG, or the systems of any other Natural Gas service provider providing service to FPL, whichever is applicable.

7.0	SALES QUANTITIES
7.1	As of the effective date of this Agreement through February 28, 2010, ECT shall be obligated to deliver the Daily Contract Quantities (“DCQ”) to FPL at the Delivery Points, and FPL shall be obligated to take the DCQ from ECT at the Delivery Points, which DCQ shall equal (i) the Base Quantities in Section 7.1.1, plus or minus (ii) the Incremental Quantities in Section 7.1.1, plus or minus (iii) any adjustments to the Base Incremental Quantities under Section 7.1.2 Section 7.1.2.
7.1.1	BASE QUANTITIES AND INCREMENTAL QUANTITIES
Period 1:  Aug. 1, 1999 through June 30, 2001	Quantities
Winter (October – April)				232,000 MMBtu/day
Summer (May – September)				326,000 MMBtu/day

Period 2:  July 1, 2001 through June 30, 2003	Quantities
Winter (October – April)				282,000 MMBtu/day
Summer (May – September)				376,000 MMBtu/day

Period 3:  July 1, 2003 through July 31, 2005	Quantities
Winter (October – April)				332,000 MMBtu/day
Summer (May – September)				426,000 MMBtu/day

Period 4:  Aug. 1, 2005 through Feb. 28, 2010	Quantities
Winter (October – April)				332,000 MMBtu/day
Summer (May – September)				400,000 MMBtu/day
Period 1:  Sept. 1, 1999 - June 30, 2001	Base Quantities            Incremental Quantities
Winter (October – April)			132,000 MMBtu/day	100,000 MMBtu/day
Summer (May – September)			226,000 MMBtu/day	100,000 MMBtu/day

Period 2:  July 1, 2001 - June 30, 2003		Base Quantities            Incremental Quantities
Winter (October – April)			132,000 MMBtu/day	150,000 MMBtu/day
Summer (May – September)			226,000 MMBtu/day	150,000 MMBtu/day 

Period 3:  July 1, 2003 - July 31, 2005		Base Quantities            Incremental Quantities
Winter (October – April)			132,000 MMBtu/day	200,000 MMBtu/day
Summer (May – September)			226,000 MMBtu/day	200,000 MMBtu/day

Period 4:  Aug. 1, 2005 - Feb. 28, 2010		Base Quantities            Incremental Quantities
Winter (October – April)			132,000 MMBtu/day	200,000 MMBtu/day
Summer (May – September)			200,000 MMBtu/day	200,000 MMBtu/day

7.1.2	FPL shall have the right to adjust (increase or decrease) the Base Incremental Quantities for any such month by an amount up to 50,000 MMBtu/day as set forth below.  In the event FPL exercises such right, the following shall apply:
(a)	FPL shall be obligated, (i) as to Summer (May-September) Base Incremental Quantities adjustments, on or before September 30 of each full year of the Agreement, to increase or decrease the Base Incremental Quantities by amounts sufficient to cause the average aggregate Summer DCQ to equal the sum of the Base Quantities per day plus the Incremental Quantities per day, as set forth for the applicable Period in Section 7.1.1, and (ii) as to Winter (October-April) Base Incremental Quantities adjustments, on or before April 30 of each full year of the Agreement, to increase or decrease Base Incremental Quantities by amounts sufficient to cause the average aggregate Winter DCQ to equal the sum of the Base Quantities per day plus the Incremental Quantities per day, as set forth for the applicable Period in Section 7.1.1.  In no event shall FPL’s DCQ for any day during any month vary by more than 50,000 MMBtu per day from the applicable Base Quantities. sum of the Incremental Quantities plus the Base Quantities, as set forth for the applicable Period in Section 7.1.1.
(b)	FPL’s rights under this Section 7.1.2 are subject to (i) FPL providing written notice to ECT no less than five (5) days prior to the first day of the first month in a sequence of two (2) or more months, wherein, for the first month, FPL elects to increase or decrease the Base Incremental Quantities for such month(s), and for the subsequent month(s), FPL elects to increase or decrease the Base Incremental Quantities for such month(s) to exactly equal the corresponding increase or decrease in the prior month(s) so that the provisions of Section 7.1.2(a) are satisfied; and (ii) FPL and ECT negotiating in good faith and agreeing upon, within one (1) day of FPL’s notice, a Transaction Amount an amount associated with any increase(s) or decrease(s) in the Base Incremental Quantities for any month all months in the sequence of months (“Transaction Amount”).  Any such Transaction Amount could be a positive or negative number that would either increase or decrease, respectively, the invoice amount for the first month in the sequence of months.  If FPL and ECT do not agree to a Transaction Amount associated with any increase(s) or decrease(s) in the Base Incremental Quantities, FPL shall have the right to terminate, in whole or in part, its notice to exercise its rights under this Section 7.1.2.
7.2	Fuel Quantities for the DCQ shall be determined as follows:
7.2.1	The “Fuel Rate” shall equal DCQ shall be increased to account for fuel, which shall be calculated in accordance with the then current fuel reimbursement percentage for transportation capacity under the applicable Service Agreements, as in effect (“Fuel Quantities”).
7.2.2	.
7.2.2 The DCQ shall be increased to account for fuel, which shall equal the portion of the DCQ under the applicable Service Agreements, multiplied by the applicable Fuel Rate.
7.2.3 Fuel Quantities for the DCQ Base Quantities shall be priced at the Contract Price set forth in Section 9.1 plus the fixed fee set forth in Section 9.2, and Fuel Quantities for the Incremental Quantities shall be priced at the Contract Price set forth in Section 9.1.  Fuel Quantities shall be allocated by FGT Zone in the same proportion as the Base Quantities and Incremental Quantities are allocated among Delivery Points for pricing purposes, as set forth on Exhibit C Exhibit A.  

8.0	delivery points
8.1	There shall be multiple Delivery Points into FGT based upon FPL’s Receipt Points in the Service Agreements, as amended from time to time.  The Natural Gas delivery by ECT shall be allocated among the Delivery Points as set forth on Exhibit C.  Such The Delivery Points may be changed from time to time at FPL’s request and with the mutual agreement of both Parties to include any Future Delivery Points.  In the event a primary Delivery Point set forth on Exhibit C is physically unavailable, ECT shall deliver Natural Gas at an alternate Delivery Point.  
8.2	Changes by ECT to the initial schedule of specific initial Delivery Points in Exhibit C shall be made as follows:
(a)	ECT may request FPL to add or delete any Delivery Points or revise current quantities at any Delivery Points, but. 
(b) ECT’s request is subject to FPL’s approval, such approval not to be unreasonably withheld.
(c)(b)	If FPL approves ECT’s request and elects to partially or fully accommodate the request by using Delivery Points that FPL controls outside of this Agreement, then the Parties shall so amend Exhibit C in writing within five (5) Working Days after FPL approves ECT’s request.
(d)(c)	To the extent FPL approves ECT’s request under Section 8.3 but does not elect or cannot partially or fully accommodate ECT’s request by using Delivery Points that FPL controls outside of this Agreement, then FPL shall request FGT to amend the applicable Service Agreements to reflect ECT’s request.  In the event that FPL’s request is accepted by FGT, the Parties will so amend Exhibit C in writing within five (5) Working Days after FGT’s acceptance of FPL’s request.  In the event that FPL’s request is denied by FGT, ECT’s obligations under this Agreement shall remain unchanged.
8.3	Unless otherwise mutually agreed by a written amendment to Exhibit A, any change in Delivery Point(s) or Delivery Point allocation shall not affect the Contract Price.	

9.0	CONTRACT PRICE
9.1	For the Base Quantities and the Incremental Quantities delivered by ECT to FPL, as set forth in Section 7.1.1, FPL shall pay ECT a Contract Price per MMBtu each month equal to the Inside FERC Index Price – Zone 1, 2 or 3, , or 3, allocated among Zones for pricing purposes as set forth on Exhibit A, minus $0.0100/MMBtu.  The Contract Price per MMBtu each month for any increases in the Base Incremental Quantities pursuant to Section 7.1.2 shall be equal to Inside FERC Index Price – Zone 2 minus $0.0100/MMBtu..
9.2 9.2	In addition to the Contract Price set forth in Section 9.1, for the Base Quantities set forth in Section 7.1.1, FPL shall pay ECT a fixed fee per MMBtu for the applicable period as set forth below.  
Period				
1999 (September – December)
2000 (January – December)
2001 (January – December)
2002 (January – December)
2003 (January – December)
2004 (January – December)
2005 (January – December)
2006 (January – December)
2007 (January – December)
2008 (January – December)
2009 (January – December)
2010 (January – February)	$/MMBtu
$0.1350
$0.1200
$0.1000
$0.0900
$0.0800
$0.0700
$0.0600
$0.0500
$0.0400
$0.0300
$0.0200
$0.0200	

9.3	In addition to the Contract Price set forth in Section 9.1, for the Incremental Quantities set forth in Section 7.1.1, notwithstanding any adjustments to such Incremental Quantities pursuant to Section 7.1.2, FPL shall pay ECT a fixed fee per MMBtu equal to $0.0300 per MMBtu. 
9.4	FPL and ECT have agreed to negotiate certain alternative contract pricing mechanisms for the DCQ as set forth in Exhibit B Base Quantities and/or the Incremental Quantities (or increases thereto pursuant to Section 7.1.1), including, but not limited to, a Gas Daily Index Price, residual fuel oil related price, NYMEX triggers, and any gas- related price, any oil-related price, any NYMEX trigger, any power-related price, and any other alternative pricing mechanisms.  FPL shall have the option for any Delivery Period during the term of this Agreement to elect one or more pricing alternatives from the alternatives set forth in Exhibit B, or any other pricing structure(s) that may be mutually agreed upon between FPL and ECT, which The pricing alternative(s) agreed to by FPL and ECT shall be set forth in an amended Exhibit B within five (5) days of such agreement. The pricing alternative(s) elected by FPL shall, at FPL’s option, a written amendment to this Agreement, and shall be used as the Contract Price for all or any portion of the DCQ, for all or any future month(s), by making its election Base Quantities and/or the Incremental Quantities (or increases thereto pursuant to Section 7.1.1), for the future month(s) agreed to by FPL and ECT.  Any such agreement by FPL and ECT can be implemented at any time up to 1:00 p.m. CCT on the day of NYMEX expiration for the specific flowing month.  If FPL does not exercise this option and ECT do not reach an agreement regarding an alternative contract pricing mechanism, the default price for the DCQ Base Quantities and/or Incremental Quantities (or increases thereto pursuant to Section 7.1.1) will be the Contract Price as set forth in Section 9.1.
9.3 9.5	If the methodology used in determining the prices posted in Gas Daily, Inside FERC or any other publication used to determine the Contract Price in this Section 9.0, the Buyout Payment in Section 4.2, the Termination Payment in Section 17.0, Section 17.6, and any other applicable payments under this Agreement, or Standard and Poors Corporation publication, is substantially modified, or if such publication(s) is (or are) permanently discontinued, the Parties shall, by mutual agreement, select an acceptable substitute methodology or publication(s) for computing and determining the prices in Sections 9.0, 4.2, 17.0 17.6, 3.19 and 3.21 3.20 herein (preferably by substituting some other similar publication(s) with a gas index closely approximating the gas index, or similar credit rating methodology, set forth in the discontinued publication(s)); provided, however, that if ECT and FPL fail to mutually agree on an acceptable substitute methodology or publication(s) within thirty (30) days (or such longer time as the Parties may agree) after any such publication(s) is(are) no longer published or such methodology is so modified, then the Parties specifically agree to submit the determination of the substitute methodology or publication(s) to arbitration under Section 20 20.0 (Arbitration).  This provision is deemed to constitute the written agreement of ECT and FPL to arbitrate the subject matter of this Section 9.5 if mutual agreement cannot be reached by the Parties.
9.4 For the period August 1, 1999 through ________________, 2004, FPL shall pay ECT for the Base 9.6	In addition to the Contract Price and the fixed fees set forth in this Section 9.0, for a designated period of time, FPL shall pay ECT a Restructuring Fee per MMBtu for the Incremental Quantities set forth in Section 7.1.1, notwithstanding any adjustments to such Incremental Quantities pursuant to Section 7.1.2, as set forth in Exhibit B. a demand charge per MMBtu, as follows:
TIME PERIOD $/MMBtu
August 1, 1999 December 31, 1999 $0.135
January 1, 2000 December 31, 2000 $0.120
January 1, 2001 December 31, 2001 $0.100
January 1, 2002 December 31, 2002 $0.090
January 1, 2003 December 31, 2003 $0.080
January 1, 2004 ___________, 2004 $0.070

10.0	BILLING AND PAYMENT
10.1	At On the beginning first day of each calendar month (or on the next succeeding Working Day if the first day is not a Working Day), ECT shall tender an invoice to FPL, which shall be received by FPL by the 10th day of such month or if the 10th of the month is not a Working Day, by the next Working Day, setting forth (i) the DCQ for such month; (ii) the Contract Price for such DCQ, which interim payment invoice to FPL for 80% of the estimated payment due for Gas made available to and required to be taken by FPL at the Delivery Points during the preceding month, less any reimbursement due to FPL from ECT under this Agreement.  The amount of such invoice shall be based on the price for such month of flow; (iii) any Transaction Amount for any adjustments to the Base Quantities pursuant to Section 7.1.2; and (iv) any demand charges for the Base Quantities for such month, as set forth in Section 9.4. [SUBJECT TO REVIEW] best information known to ECT as to the quantity of MMBtu’s of Gas actually provided by ECT, or required to be taken by FPL, at the Delivery Points during the preceding month, multiplied by the applicable Contract Price and/or fixed fee during such month pursuant to Section 9.0, plus any Restructuring Fee payment, as set forth on Exhibit B, plus any Transaction Amount(s), pursuant to Section 7.1.2.  FPL shall tender payment to ECT by wire transfer to ECT or automated clearinghouse (“ACH”) any undisputed portion of such invoice at the location designated in Section 19.1.4 Section 19.1.4, or, in the event of a credit balance, ECT shall tender payment to FPL by wire transfer to FPL at FPL’s or ACH any undisputed portion of such invoice at the location designated in Section 19.1.2, by the 15th Working Day of such month. Section 19.1.2, within ten (10) Working Days after the date of receipt by FPL or ECT, as the case may be, of the complete and mathematically accurate interim payment invoice (e.g., an invoice received on Monday, August 1, shall be paid on or before Monday , August 15).
10.2 FPL shall tender payment by wire transfer to ECT, at ECT’s location designated in Section 19.1.4, or ECT shall tender payment by wire transfer to FPL at FPL’s location designated in Section 19.1.2, by the 15th of the month, or if the 15th of the month is not a Working Day, by the next Working Day. In all events, there shall be at least five (5) Working Days between the receipt and the payment of any invoice. 10.2	On or before the tenth day of each calendar month (or on the next succeeding Working Day if the tenth calendar day is not a Working Day), ECT shall tender to FPL an invoice and supporting documentation for the total payment due for Natural Gas made available to and required to be taken by FPL at the Delivery Points during the preceding month, less any reimbursement due to FPL from ECT, less the interim payment paid under Section 10.1.  FPL shall tender payment to ECT by wire transfer or ACH any undisputed portion of such invoice at the location designated in Section 19.1.4, or, in the event of a credit balance, ECT shall tender payment to FPL by wire transfer or ACH any undisputed portion of such invoice at the location designated in Section 19.1.2, within ten (10) Working Days after the date of receipt by FPL or ECT, as the case may be, of a complete and mathematically accurate invoice and supporting documentation.
10.3	FPL shall notify ECT of any disputed amount of any invoice, so that reasonable best efforts may be made to resolve the dispute as quickly as possible and before the date payment is due.  Upon final resolution of any such disputed amount, ECT shall provide FPL with complete and mathematically accurate invoice(s), if applicable, and supporting documentation reflecting the agreement reached by FPL and ECT.  Upon such resolution, FPL shall pay ECT within five (5) the Party owing amounts to the other Party as a result of such resolution shall pay such other Party within ten (10) Working Days.
10.4	All computations made with respect to the pricing calculations and reimbursements shall be rounded to the nearest one-hundredth of one cent ($0.0001), with the invoice amount being rounded to the nearest one (1) cent.  All computations made with respect to volume calculations shall be rounded to the nearest MMBtu.
10.5	Upon reasonable notice, either Party FPL shall have the right to audit, at its own expense, from time to time during normal business hours, the books and records of the other Party ECT relating to matters under this Agreement at its address set forth in Section 19 Section 19.0.  Such audit may be conducted by employees of or by independent certified public accountants selected by such Party FPL.  Any adjustments shall be, upon verification, promptly corrected and billings will be adjusted accordingly, and such adjustments will be reflected in the next month’s invoice, as provided in Section 10.2.
10.6	If either ECT or FPL shall discover any error or inaccuracy in invoices, statements, billings, payment, calculations or determinations under this Agreement, then proper adjustment and correction thereof shall be made as promptly as practicable thereafter in the next applicable invoice, as provided in Section 10.2; provided, however, that if no such errors or inaccuracies are identified by either FPL or ECT and reported to such other Party within thirty-six (36) months from the date of such invoices, statements, billings, payments, calculations, or determinations, the same shall be deemed conclusively to be correct.
10.7	If either FPL or ECT fails to tender payment to such other Party in accordance with the terms of this Section 10 10.0 when such payment is due, unless otherwise agreed by FPL and ECT, interest thereon shall accrue at the effective interest rate, which shall be ________, from the due date until the date of payment. [language to be provided for review], which such effective interest rate shall be the average prime rate values published in the Federal Reserve Bulletin for the fourth, third, and second months preceding the first month of the calendar quarter.	

11.0	INDEPENDENT CONTRACTOR
ECT agrees to sell and deliver Natural Gas to FPL at the Delivery Points as an independent contractor and not as a subcontractor, agent, or employee of FPL, its parent or any of its affiliates.  Neither FPL, its parent nor its affiliates, retain any control or direction over ECT, its designees, employees or subcontractors, or over the detail, manner or method of ECT’s performance under this Agreement.

12.0	FORCE MAJEURE
12.1	In the event either FPL or ECT is rendered unable wholly, or in part, by force majeure to carry out its obligations under this Agreement, it is agreed that upon such Party’s giving notice and reasonably full particulars of such force majeure, including a good faith estimate of the duration of the event giving rise to the force majeure, in writing or by telecopy or facsimile communication, to the other Party to the attention of the persons identified in Section 19 19.0 (Notices, Correspondence and Payment), as soon as possible after the occurrence of the cause relied upon, then each Party’s obligations under this Agreement, insofar as the Party is rendered unable by such force majeure to perform its obligations, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch.  For events of force majeure affecting a material change in the delivery of Natural Gas hereunder, in addition to providing a written notice as set forth above, the Party claiming force majeure shall also give notice to the other Party as soon as possible by telephone to the attention of the persons identified in Section 19 19.0 (Notices, Correspondence and Payment).
12.1.1	In the event FPL’s or ECT’s performance under this Agreement is materially adversely affected and is not remedied within thirty (30) days of the date of notice pursuant to Section 12.1, the Parties agree to negotiate regarding the timing of resumption of Natural Gas sales.  Resumption of full contract quantities must occur no later than thirty (30) days from the date of notice that the event of force majeure has been cured.
12.1.2	In the event that ECT’s performance under this Agreement is materially adversely affected by an event(s) of force majeure under this Agreement for more than one hundred eighty five (185) days in any three hundred sixty five (365) day period, then FPL shall have the right to declare a termination event under Section 17.4 of this Agreement terminate this Agreement at no cost to FPL (e.g., such termination shall not constitute a Termination Event involving a Termination Payment as set forth in Section 17.4, or a Buyout as set forth in Section 4.2) by giving thirty (30) days’ written notice to ECT.
12.1.3	In the event that FPL’s performance under this Agreement is materially adversely affected by an event(s) of force majeure under this Agreement for more than one hundred eighty five (185) days in any three hundred sixty five (365) day period, then ECT shall have the right to declare a termination event under Section 17.4 of this Agreement terminate this Agreement at no cost to ECT (e.g., such termination shall not constitute a Termination Event involving a Termination Payment as set forth in Section 17.4, or a Buyout as set forth in Section 4.2) by giving thirty (30) days’ written notice to FPL.
12.2	The term “force majeure” as employed herein shall mean events or causes not reasonably within the control of the Party claiming force majeure, including, but not limited to, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, hurricanes, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of governments and people, civil disturbances, explosions, breakage or accidents to machinery or lines of pipe, the necessity for making repairs or alterations to machinery or lines of pipe, freezing of wells or lines of pipe, unplanned outages at FPL’s plants or facilities, planned or unplanned outages on FGT’s and/or SNG’s pipeline systems that prevents delivery of Natural Gas to the delivery points under the Service Agreements, or the inability of FGT’s and/or SNG’s pipeline systems to receive or deliver Natural Gas, force majeure on a third-party pipeline transporting Natural Gas for ECT for sale under this Agreement, changes in local, state or federal laws or regulations materially adversely affecting the supply or use of ECT’s ability to supply and/or FPL’s ability to use Natural Gas for the generation of electricity, acts of civil or military authority (including, but not limited to, courts or administrative or regulatory agencies), loss or lack of Gas supply generally affecting the Gas industry in Gas producing regions reasonably accessible to ECT, and any other cause, whether of the kind herein enumerated or otherwise, also not reasonably within the control of the Party claiming force majeure, and which by the exercise of due diligence such Party, is unable to prevent or overcome; such terms shall likewise include (a) in those instances where either FPL or ECT is required to obtain servitudes, rights of way, grants, permits or licenses to enable such Party to fulfill its obligations hereunder, the inability of such Party to acquire, or the delays on the part of such Party in acquiring, at reasonable cost and after the exercise of reasonable diligence, such servitudes, rights of way, grants, permits or licenses; and (b) in those instances where either FPL or ECT is required to furnish materials and supplies for the purpose of constructing or maintaining facilities or is required to secure grants or permission from any governmental agency to enable such Party to fulfill its obligations hereunder, the inability of such Party to acquire, or the delays on the part of such Party in acquiring, at reasonable cost and after the exercise of reasonable diligence, such materials and supplies, permits and permissions.
12.3	It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having difficulty, and the above requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.
12.4	Unless otherwise mutually agreed, the suspension of performance under this Agreement due to force majeure will not cause this Agreement to continue past the Contract Termination Date. 
12.5	In the event the Maximum Daily Transportation Quantity (“MDTQ”) under the Service Agreements is reduced due to an event of force majeure under the Service Agreements, FPL shall have the right, but not the obligation, to reduce the Basse Quantities DCQ under this Agreement on a basis proportionate with the reduction in the respective MDTQ; provided, however, the proportionate reduction in Base Quantities the DCQ will only last for the duration of such force majeure.  In no event shall application of FPL’s proportionate reduction rights herein affect its termination rights under Section 12 Section 12.0 of this Agreement. [Question - Why was DCQ changed to Base Quantities in this provision?]

13.0	TAXES AND OTHER LIABILITIES
ECT shall be responsible for payment of all taxes, fees, assessments, charges and liabilities incurred, levied and/or assessed prior to delivery of Natural Gas hereunder to FPL at the Delivery Points, and FPL shall be responsible for payment of all taxes, fees, assessments, charges and liabilities incurred, levied, and/or assessed upon or after delivery of Natural Gas hereunder at the Delivery Points.  The Party responsible for the tax, fee, assessment, charge or liability, shall indemnify, defend, and hold the nonresponsible Party harmless for such tax, fee, assessment, charge or liability.  A Party shall provide, upon request by the other Party, a certificate of exemption or other reasonably satisfactory evidence of exemption to the other Party for any tax from which the Party is exempt, and each Party agrees, upon request by the other Party, to cooperate in obtaining any exemption from or reduction of tax.

14.0	PROPRIETARY INFORMATION
14.1	The Parties have a proprietary interest in this Agreement.  Accordingly, this  Agreement shall not be disclosed in whole or in part, by any Party, its agents, or employees to third-parties, with the exception of outside legal counsel and expert consultants employed by either Party to consult, testify, or otherwise assist in regulatory proceedings, financings or auditing matters, or in any litigation or arbitration which involves directly this Agreement or either Party to this Agreement, without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided, however, that nothing contained in this Section 14 14.0 will be construed to prevent any Party from enforcing any rights created under this Agreement; and provided further, that any third-party to which this Agreement is disclosed shall be bound by a standard of confidentiality no less than as stated herein.
14.2	Notwithstanding Section 14.1, the Parties shall have the right to disclose this Agreement, upon notice to the other Party, to any governmental or regulatory authority having jurisdiction to require such disclosure, following that authority’s request for disclosure, but, in any event, the Parties shall exert reasonable effort to secure confidential treatment of this Agreement.

15.0	COMPLIANCE WITH LAWS, REGULATIONS, CODES AND STANDARDS
15.1	This Agreement shall be subject to all valid and applicable laws of the United States and of the states wherein it is to be performed, to the applicable valid rules, regulations or orders of any regulatory agency or governmental authority having jurisdiction, and to FGT’s FERC Gas Tariff and/or the tariff of any other applicable Natural Gas service provider, and the Parties shall be entitled to regard all applicable laws, rules, regulations (federal, state, provincial or local) and tariffs as valid and may act in accordance therewith until such time as the same may be declared invalid by final judgment of a court of competent jurisdiction; provided, however, that the operation of any state proration or waste statutes, rules, or regulations shall never act to excuse ECT for any non-performance under this Agreement.
15.2	FPL and ECT shall use their good faith best efforts to cooperate with each other and with any third-party (including FGT) transporting the Natural Gas sold hereunder for either FPL or ECT, in obtaining and maintaining whatever authorizations may be required by any governmental authorities having jurisdiction over the transportation service arrangements with such third parties.
15.3	FPL and ECT each shall comply with Section 202, Paragraphs 1 through 7 of Executive Order 11246, as amended, and applicable portions of Executive Orders 11701 and 11758, relative to Equal Employment Opportunity and the Implementing Rules and Regulations of the Office of Federal Contracts and Compliance which are incorporated herein by this reference.
16.0	ASSIGNMENT AND SALE
16.1	FPL shall have the right to assign all or part of  its rights and interests in this Agreement, and any rights and interests thereto, to any creditworthy entity with the prior written consent of ECT, which consent may be withheld only on the basis of lack of creditworthiness.
16.2	ECT shall have the right to assign all or part of its rights and interests in this Agreement to an affiliate or affiliates of ECT; provided that such assignment (i) shall not relieve ECT of any obligations under this Agreement without the prior written consent of FPL, which consent shall not be unreasonably withheld, and (ii) shall not allow Enron to substitute another guarantor for Enron without the prior written consent of FPL, which consent shall not be unreasonably withheld.
16.3	In the event of an assignment under Section 16.1, FPL and ECT agree to amend this Agreement, effective as of the date of such assignment, to the extent required to reflect the portion of the Base Quantities of this Agreement applicable to such assignment and the portion thereof remaining with FPL such assignment.  Upon the execution of such amendments, FPL shall be relieved of all of its obligations under this Agreement with respect to all rights and interests assigned to the assignee on the effective date of such amendment and ECT shall be relieved of any obligation to FPL to the extent of such an assignment.
16.4	ECT and FPL shall have the right to pledge their respective rights under this Agreement in connection with any debt or equity financing.

17.0	DEFAULTS AND REMEDIES
17.1	In the event there is of any material default by ECT, including a failure to deliver under this Agreement by ECT of less than seventy-five (75) cumulative days in any 365-day period after notice from FPL, that (i) results in a delivery deficiency (the “ECT Deficiency Volume”) and (ii) is not excused by force majeure, ECT shall pay to FPL the MMBtu equivalent an amount equal to the sum of (a) one or more of the following, as applicable: (1) 150% of the cost of any replacement gas purchased by FPL to replace any portion of the ECT Deficiency Volume multiplied by the sum of (a) the additional cost, if any, for replacement Gas, including, which cost shall equal the Gas Daily Midpoint Price for FGT Zone 1, 2 or 3, as published in the Daily Price Survey in Gas Daily on the day(s) of such default, (2) 150% of the cost of any or all forms or types of replacement fuel purchased by FPL to replace any portion of the ECT Deficiency Volume, and/or (3) 150% of the cost of any replacement power purchased by FPL to replace any portion of the ECT Deficiency Volume; plus (b) any SO2 Allowances; plus (c) any demand charges for FPL’s unused transportation capacity under the Service Agreements (attributable to the ECT Deficiency Volume and to the extent such capacity is not being used for replacement Gas volumes), replacement fuel or replacement power and SO2 Allowances (if applicable),; plus (d) any applicable penalties plus (b) $0.15 per MMBtu(“ECT Default Payment”).  ECT shall pay FPL the ECT Default Payment within fifteen (15) Working Days of the receipt of an invoice from FPL.  Late payments are subject to Section 10.7.  Furthermore, FPL shall not be obligated to pay ECT any Contract Price, fixed fees, Transaction Amounts or Restructuring Fees with respect to any ECT  Deficiency Volume.  Any ECT Deficiency Volume shall be deemed to be either Base Quantities and/or Incremental Quantities, as elected by FPL.
17.2	In the event of any material default by FPL, including 17.2 In the event there is a failure to take under this Agreement by FPL of less than seventy-five (75) cumulative days in any 365-day period after notice from ECT, that (i) results in a deficiency in purchases by FPL (the “FPL Deficiency Volume”) and (ii) is not excused by force majeure, FPL shall pay to ECT a liquidation payment an amount equal to the MMBtu equivalent of the FPL Deficiency Volume multiplied by the sum of (a) $0.15 per MMBtu, plus (b) the applicable Contract Price and/or any applicable fixed fees and/or any applicable Restructuring Fee (“FPL Default Payment”).  FPL shall pay ECT the FPL Default Payment within fifteen (15) Working Days of the receipt of an invoice from ECT.  Late payments are subject to Section 10.7.  
17.3	In the event of a default or non-performance by either Party, both ECT and FPL shall exercise reasonable efforts to mitigate any additional or excess costs, taking into account the market conditions present at the time of the default or non-performance.
17.4	In the event of any material default(s) by FPL or ECT (the “Defaulting Party”) that remains uncured occurs for seventy-five (75) or more cumulative days in any 365-day period after receipt of notice of default from the other Party hereto (the “Non-Defaulting Party”), and that is not excused by force majeure, the Non-Defaulting Party shall have the right, but not the obligation, to declare a termination event, which, upon such election, shall result in a Termination Payment an event of termination (“Termination Event”).  A Termination Event shall result in immediate termination of this Agreement and an amount payable by the Defaulting Party to the Non-Defaulting Party, as set forth in Exhibit E; Section 17.6 (“Termination Payment”); provided that, upon the occurrence of any event listed in item (iii) item 17.5(iii) below, as it may apply to any either Party, this Agreement shall automatically terminate, without notice, as if a termination event Termination Event had been immediately declared.  
For purposes of this Section 17.4, “material defaults” shall include: 
17.5	For purposes of this Section 17.0, “material defaults” includes, but is not limited to the following: 
(i)	any representation or warranty made by the Defaulting Party in this Agreement that shall prove to have been false or misleading in any material respect when made or deemed to be repeated; 
(ii)	the failure by the Defaulting Party to perform any covenant set forth in this Agreement (other than the obligation to make any payment or obligations which are specifically covered in Section 17.6) 17.8), and such failure is not excused by force majeure or cured within five (5) Working Days after written notice; 
(iii)	the Defaulting Party (a) makes an assignment or any other general arrangement for the benefit of creditors, (b) files a petition or otherwise commences a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it and such proceeding remains undismissed for 30 days, (c) otherwise becomes bankrupt or insolvent, or (d) is unable to pay its debts as they fall due; 
(iv)	the occurrence of a Material Adverse Change of the Defaulting Party, provided such Material Adverse Change shall not be considered a material default if the Defaulting Party establishes and maintains throughout the term hereof, a letter of credit (naming the Non-Defaulting Party as the beneficiary) in an amount equal to the sum of (in each case rounding upwards for any fractional amount to the next $100,000), (a) the Termination Payment to which the Non-Defaulting Party is entitled, plus (b) if the Non-Defaulting Party is ECT, the aggregate of the amounts ECT is entitled to receive under this Agreement during the 60-day period preceding the Material Adverse Change (the amount of said letter of credit to be adjusted quarterly to reflect amounts owing a that point in time); or 
(v)	the Defaulting Party failing to establish, maintain, extend or increase a letter of credit when required pursuant to Section 17.5(iv) of this Agreement, or after reasonable notice fails to replace the issuing bank with another bank acceptable to the beneficiary.
17.5 17.6	The Termination Payment in Section 17.4 shall be by equal the greater of (i) the sum of the Buyout Payments as calculated in Sections 4.2 through 4.5, multiplied by 120 percent., as set forth in Exhibit D (i.e., the sum of Formula D-1 through D-4), which include Negotiated Component(s) that shall be determined by the Joint Independent Party and/or Joint Financial Institution in accordance with Sections 4.2.4(a) and (b) in the event the Parties are unable to agree on such Negotiated Component(s) within ten (10) Working Days after a Termination Event; or (ii) the sum of the yearly value payments set forth below from the date of the Termination Event through the Contract Termination Date (prorating the yearly value payment for the remaining days in the calendar year in which the Termination Event Occurs).
Year	Yearly Value Payment	

1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010	
0
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$1,500,000
$1,500,000
$1,500,000
$1,500,000
$1,500,000	

17.6.1	The Defaulting Party shall pay the Termination Payment to the Non-Defaulting Party within five (5) Working Days after the Termination payment has been determined, pursuant to this Section 17.6.
17.6.2	The Defaulting Party shall pay the costs of using a Joint Independent Party and/or Joint Financial Institution.
17.7	For any default under this Agreement, the remedies set forth in this Section 17.0 shall be the sole and exclusive remedy hereunder, and the obligor’s liability shall be limited as set forth in such provision, and all other remedies or damages are waived. If no remedy or measure of damages is expressly provided herein, the obligor’s liability shall be limited to actual damages only, and such actual damages shall be the sole and exclusive remedy hereunder, and all other remedies or damages are waived.  In no event shall either Party be liable for consequential, incidental, or punitive damages, in tort, contract or otherwise.
17.7 17.8	In the event of any payment default by the Defaulting Party that is not excused by force majeure and remains uncured for fifteen (15) cumulative thirty (30) consecutive days after receipt of notice of default by the Non-Defaulting Party, the Non-Defaulting Party may declare a termination event Termination Event, which shall result in a Termination Payment payable by the Defaulting Party to the Non-Defaulting Party, as set forth in Exhibit E.

18.0	GUARANTEE
18.1	Enron has concurrently with the execution of this Agreement guaranteed to FPL all of ECT’s payment obligations under this Agreement by executing and delivering a guarantee in the form set forth in Exhibit F (Guarantee).

19.0	NOTICES, CORRESPONDENCE AND PAYMENT
19.1	Any notice, request, demand, statement or invoice provided for in this Agreement, or any notice which a Party may desire to give to the other, shall be in writing, unless otherwise provided herein or otherwise mutually agreed by the Parties, and shall be sent by prepaid mail, facsimile communication, telex, telecopy, or courier to the other Party at the following addresses:
19.1.1	Notices and Delivery of Invoices to FPL:
For notice by mail:

Florida Power & Light Company
Energy Marketing & Trading Division
P.O. Box 88825
North Palm Beach, Florida  33408

Attention:  Florida Gas Trader
Telephone Number:  561-625-7085
Fax Number:  561-625-7635

For notice by delivery:

Florida Power & Light Company
Energy Marketing & Trading Division
11770 U.S. Highway One
Golden Bear South Tower – 4th Floor
North Palm Beach, Florida  33408

Attention:  Florida Gas Trader
Telephone Number:  561-625-7085
Fax Number:  561-625-7635

For oral notice and subsequent written confirmation:

Florida Power & Light Company
(561) 625-____7085

Attention:  Designated Party ________________Florida Gas Trader
[Oral Notice shall mean verbal communications to the Designated Party and, which specifically excludes any form of telecommunication by phone-mail or other message-receiving devices.]

For Invoices by mail:

Florida Power & Light Company
Energy Marketing & Trading Division
P.O. Box 88825
North Palm Beach, Florida  33408

Attention:  FGT Gas Accountant
Telephone Number :  561-625-7570
Fax Number:  561-625-7571

For Invoices by delivery:

Florida Power & Light Company
Energy Marketing & Trading Division
11770 U.S. Highway One
Golden Bear South Tower – 4th Floor
North Palm Beach, Florida  33408

Attention:  FGT Gas Accountant

19.1.2	Payments to FPL:
Payments to FPL should be made by wire transfer or ACH for the account of FPL at the following location:

Florida Power & Light Company
ABA Routing No. 111000012
NationsBank Texas
Dallas, Teas
Account No. 3750132076

19.1.3	Notices to ECT:
Enron Capital & Trade Resources Corp.
P.O. Box 4428
Houston, Texas  77210-4428
Facsimile Number  713-646-4816

Attention:  Documentation & Deal Clearing Deck

For oral notice and subsequent written confirmation:

Enron Capital & Trade Resources Corp.
713-853-7859

Attention:  Documentation & Deal Clearing Deck
[Oral Notice shall mean verbal communications, which specifically excludes any form of telecommunication by phone-mail or other message-receiving devices.]

19.1.4	Payments to ECT:
Payments to ECT shall be made by wire transfer or ACH for the account of ECT at the following location:

Enron Capital & Trade Resources Corp.
ABA Routing No. 111000012
NationsBank Texas
Dallas, Texas
Account No. 375494099

19.2	Either Party may change its address for purposes of notice, invoice, or payment by giving written notice to the other Party.
19.3	For purposes of this Agreement, all notices submitted in accordance with this Section 19 19.0 shall be deemed received by a Party upon confirmation of receipt.

20.0	ARBITRATION
20.1	Whenever a dispute arises concerning this Agreement or any of the obligations hereunder, the affected Parties shall use their best efforts to resolve the dispute by mutual agreement.  In the event the Parties cannot reach such mutual agreement, the Parties shall arbitrate any disputes under this Agreement, unless otherwise agreed in writing, and the following shall apply:  
20.2	The arbitration shall be conducted in the city of Juno Beach, Florida, in accordance with the Commercial Rules of Arbitration of the American Arbitration Association and in accordance with the provisions set forth in this Section 20 20.0.
20.3	The decision of the arbitrators with respect to such issues shall be binding on all Parties and shall be: (a) within the positions of the Parties; (b) reduced to writing with a full explanation of its factual and legal basis; and (c) rendered within thirty (30) days after all evidence and arguments have been submitted.  There shall be three (3) arbitrators.
20.4	Within twenty (20) days after the Parties’ agreement to arbitrate their dispute, the Party first requesting the arbitration shall inform the other Party of the name of its arbitrator.  The Party receiving the initial request to arbitrate shall name its arbitrator within twenty (20) days of the date of designation of the first arbitrator.  The two arbitrators so designated shall choose a third arbitrator within twenty (20) days of designation of the second arbitrator.  In the event that the Party receiving the request for arbitration fails to name an arbitrator within the time specified, then an arbitrator shall be named by the Chief Judge, United States District Court, Southern District of Florida.  In the event the Chief Judge fails to name such arbitrator within sixty (60) days, then the Party seeking arbitration shall request that the American Arbitration Association name the arbitrator.  In the event that the two arbitrators named fail to name a third arbitrator within the time specified, then the Chief Judge, United States District Court, Southern District of Florida, shall name the third arbitrator.  In the event the Chief Judge fails to name a third arbitrator within sixty (60) days, then the Party seeking arbitration shall request that the American Arbitration Association name the third arbitrator.
20.5	The Parties shall use good faith efforts to complete the arbitration hearing and collection of evidence within sixty (60) days of selection of the third arbitrator.
20.6	The Parties shall share equally the expense of the impartial arbitrator’s fee and, otherwise, each shall pay for its own costs and expenses incurred in connection with the binding arbitration.

21.0	APPLICABLE STATE LAW AND CONSENT TO JURISDICTION
THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES AS SPECIFIED UNDER THIS AGREEMENT SHALL BE INTERPRETED AND GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF [FLORIDA/TEXAS—SUBJECT TO NEGOTIATION] WITHOUT REFERENCE TO ANY CONFLICT OF LAW OR CHOICE OF LAW PRINCIPLES IN THE STATE OF TEXAS THAT MIGHT APPLY THE LAW OF ANOTHER JURISDICTION.

22.0	NOMINATION AND SCHEDULING
22.1	As of the commencement of service under the Agreement and until otherwise changed, and thereafter, upon thirty (30) days prior written request by FPL, ECT agrees to be responsible for nominating and scheduling all quantities under this Agreement, and nominating and scheduling such quantities, as requested by FPL, for delivery under the Service Agreements, as FPL’s designee under such Service Agreements.  Nominating and scheduling means that ECT shall deliver to FGT and/or SNG, or, if mutually agreed, any future Natural Gas service providers from whom FPL receives service, whichever applicable, in accordance with the provisions of their respective Tariffs and the Service Agreements, a nomination file that satisfies all the requirements of such Tariffs and Service Agreements for confirmation and scheduling to occur and for delivery of Natural Gas to occur in accordance with the Service Agreements.  Failure to nominate and schedule Gas quantities under this Agreement, as requested by FPL, shall constitute a default under Section 17.1.
22.2	FPL shall have the right to take back the responsibility for nominating and scheduling all quantities under this Agreement and under the Service Agreements (for quantities sold by ECT and purchased by FPL under this Agreement) at any time during the term of the Agreement upon thirty (30) days prior written notice.
22.3	The Party having the responsibility for nominating and scheduling shall be the sole party with the right to designate (1) any and all Delivery Points on any day, consistent with Exhibit C and the applicable Tariff of FGT and/or SNG, and (2) the applicable delivery points under the Service Agreements, as requested by FPL.  
22.4	FPL and ECT will nominate volumes at designated firm Delivery Points up to the primary capacity, ranking these supplies with a priority of one (1).  ECT, when nominating a Delivery Point in excess of its primary capacity, will rank the volumes with a priority of fifty (50) or higher.  In the event of a change in FGT’s priority of service, both parties agree to develop a mutually agreeable resolution as to priority ranking methodology.
22.5	If, at any time, FERC approves a change to FGT’s and/or SNG’s FERC Gas Tariffs that adversely affects the priority ranking of volumes at Delivery Points, ECT and FPL agree to resolve promptly conflicts, if any, in order to restore the respective rights of the parties. 

23.0	MISCELLANEOUS
23.1	This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the Parties.
23.2	This Agreement, including the attached Exhibits, is intended as the final, complete, and exclusive statement of the terms of the agreement between the Parties.  The Parties agree that parol or extrinsic evidence may not be used to vary or contradict the express terms of this Agreement.  This Agreement shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless set forth in a written instrument authorized and executed with the same formality as this Agreement.
23.3	In the event of a conflict between the text of this Agreement and any attached Exhibits, the text of this Agreement shall govern.  In the event of a conflict between this Agreement, including the attached Exhibits, and any subsequent amendment to this Agreement, the amendment shall govern.  
23.4	Section headings appearing in this Agreement are inserted for convenience only, and shall not be deemed to establish, modify, or affect the rights and obligations of the Parties to this Agreement.
23.5	No waiver by a Party of any one or more defaults by another Party in the performance of any provision or provisions of this Agreement shall operate or be construed as a waiver of any other default or defaults, whether of a like or a different character.
23.6	This Agreement constitutes the final agreement between the Parties hereto with respect to the matters set forth herein and supersedes all prior agreements, contracts and representations, written and oral, pertaining to such matters.

IN WITNESS WHEREOF, the Parties hereto have made an Agreement to be signed by their duly authorized officers on the dates set forth below, to be effective as of the date first written above.

ATTEST:					ENRON CAPITAL & TRADE 
						RESOURCES CORP.

						BY: _____________________

BY: _____________________		TITLE:___________________

TITLE: __________________		DATE:____________________

ATTEST:					FLORIDA POWER & LIGHT COMPANY

						BY: _____________________

BY: _____________________		TITLE:___________________

TITLE: __________________		DATE:___________________

ATTEST:					ENRON CORP.

						BY: _____________________

BY: _____________________		TITLE:___________________

TITLE: __________________		DATE:___________________

exHIBIT A
TO
NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON CAPITAL & TRADE RESOURCES CORP.
AND
ENRON CORP.

DATED:  _______________AUGUST __, 1999

contract price for the ALLOCATION OF base quantities AND INCREMENTAL 
QUANTITIES FOR PRICING PURPOSES

September 1999 Through June 2001*

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base
Quantities													
													
Zone 1	111840	111840	111840	37583	37583	37583	37583	37583	37583	35013	111840	111840	
Zone 2	114160	114160	114160	94417	94417	94417	94417	94417	94417	96987	114160	114160	
Zone 3	0	0	0	0	0	0	0	0	0	0	0	0	

Total Base
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	

Incremental
Quantities													

Zone 1	20030	20030	20030	0	0	0	0	0	0	0	20030	20030	
Zone 2	79970	79970	79970	100000	100000	100000	100000	100000	100000	100000	79970	79970	
Zone 3	0	0	0	0	0	0	0	0	0	0	0	0	

Total Incremental
Quantities	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	

TOTAL BASE &
INCREMENTAL
QUANTITIES	

326000	

326000	

326000	

232000	

232000	

232000	

232000	

232000	

232000	

232000	

326000	

326000	

*   Any decreases in the Incremental Quantities pursuant to Section 71.2 shall be from Zone 2 for pricing purposes.

July 2001 Through June 2003*

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base
Quantities													
													
Zone 1	111840	111840	111840	37583	37583	37583	37583	37583	37583	35013	111840	111840	
Zone 2	114160	114160	114160	94417	94417	94417	94417	94417	94417	96987	114160	114160	
Zone 3	0	0	0	0	0	0	0	0	0	0	0	0	

Total Base
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	

Incremental
Quantities													

Zone 1	30030	30030	30030	0	0	0	0	0	0	0	30030	30030	
Zone 2	112970	112970	112970	143000	143000	143000	143000	143000	143000	143000	112970	112970	
Zone 3	7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	

Total Incremental
Quantities	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	

TOTAL BASE &
INCREMENTAL
QUANTITIES	

376000	

376000	

376000	

282000	

282000	

282000	

282000	

282000	

282000	

282000	

376000	

376000	

July 2003 Through July 2005*

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base
Quantities													
													
Zone 1	111840	111840	111840	37583	37583	37583	37583	37583	37583	35013	111840	111840	
Zone 2	114160	114160	114160	94417	94417	94417	94417	94417	94417	96987	114160	114160	
Zone 3	0	0	0	0	0	0	0	0	0	0	0	0	

Total Base
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	

Incremental
Quantities													

Zone 1	30232	30232	30232	13910	13910	13910	13910	13910	13910	13910	30232	30232	
Zone 2	156368	156368	156368	172690	172690	172690	172690	172690	172690	172690	156368	156368	
Zone 3	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	

Total Incremental
Quantities	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	

TOTAL BASE &
INCREMENTAL
QUANTITIES	

426000	

426000	

426000	

332000	

332000	

332000	

332000	

332000	

332000	

332000	

426000	

426000	

*   Any decreases in the Incremental Quantities pursuant to Section 71.2 shall be from Zone 2 for pricing purposes.

August 2005 Through February 2010

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base
Quantities													
													
Zone 1	85840	85840	85840	37583	37583	37583	37583	37583	37583	35013	85840	85840	
Zone 2	114160	114160	114160	94417	94417	94417	94417	94417	94417	96987	114160	114160	
Zone 3	0	0	0	0	0	0	0	0	0	0	0	0	

Total Base
Quantities	
200000	
200000	
200000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
200000	
200000	

Incremental
Quantities													

Zone 1	30235	30235	30235	13910	13910	13910	13910	13910	13910	13910	30235	30235	
Zone 2	135646	135646	135646	132000	132000	132000	132000	132000	132000	132000	135646	135646	
Zone 3	34119	34119	34119	54090	54090	54090	54090	54090	54090	54090	34119	34119	

Total Incremental
Quantities	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

200000	

TOTAL BASE &
INCREMENTAL
QUANTITIES	

400000	

400000	

400000	

332000	

332000	

332000	

332000	

332000	

332000	

332000	

400000	

400000	

*   Any decreases in the Incremental Quantities pursuant to Section 71.2 shall be from Zone 2 for pricing purposes.

exHIBIT B
TO
NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON CAPITAL & TRADE RESOURCES CORP.
AND
ENRON CORP.

DATED:  AUGUST __, 1999

RESTRUCTURING FEE FOR INCREMENTAL QUANTITIES

Time Period	$/MMbtu
	
September-December 1999	$0.0450	
January-December 2000	$0.0900	
January-December 2001	$0.0900	
January-March 2002	$0.0675	

EXHIBIT c
TO NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON capital & trade resources corp.
AND
ENRON CORP.

DATED:  AUGUST __, 1999

delivery points and delivery point allocations FOR
BASE QUANTITIES AND INCREMENTAL QUANTITIES

September 1999 Through June 2001

Zones	Delivery Points	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	
Base 
Quantities
													
Zone 1	Manchester		71676	71676	71676	32000	32000	32000	32000	32000	32000	29430	71676	71676	
Zone 1	Centana		4854	4854	4854	0	0	0	0	0	0	0	4854	4854	
Zone 1	Johnson’s Bayou		35310	35310	35310	5583	5583	5583	5583	5583	5583	5583	35310	35310	
Zone 1	Mops Refugio		19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	
Zone 1	Mops Platform (1)		19743	19743	19743	0	0	0	0	0	0	2570	19743	19743	
															
Zone 1 Sum			151000	151000	151000	57000	57000	57000	57000	57000	57000	57000	151000	151000	
															
Zone 3	Mobile Bay		34454	34454	34454	35722	35722	35722	35722	35722	35722	35722	34454	34454	
Zone 3	Sonat (2)		40546	40546	40546	39278	39278	39278	39278	39278	39278	39278	40546	40546	
															
Zone 3 Sum			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Total Base 
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	
													
Incremental
Quantities
													
Zone 1	Manchester		9324	9324	9324	33000	33000	33000	33000	33000	33000	33000	9324	9324	
Zone 1	Centana		3646	3646	3646	0	0	0	0	0	0	0	3646	3646	
Zone 1	Johnson’s Bayou		20030	20030	20030	0	0	0	0	0	0	0	20030	20030	
															
Zone 1 Sum			33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	
															
Zone 2	NGPL		33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	
															
Zone 2 Sum			33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	33000	
															
Zone 3	Mobile Bay		34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	
															
Zone 3 Sum			34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	
															
Total Incremental 
Quantities	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
100000	
													
TOTAL BASE &
INCREMENTAL
QUANTITIES	

326000	

326000	

326000	

232000	

232000	

232000	

232000	

232000	

232000	

232000	

326000	

326000	

July 2001 Through June 2003

Zones	Delivery Points	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities
													
Zone 1	Manchester		71676	71676	71676	32000	32000	32000	32000	32000	32000	29430	71676	71676	
Zone 1	Centana		4854	4854	4854	0	0	0	0	0	0	0	4854	4854	
Zone 1	Johnson’s Bayou		35310	35310	35310	5583	5583	5583	5583	5583	5583	5583	35310	35310	
Zone 1	Mops Refugio		19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	
Zone 1	Mops Platform (1)		19743	19743	19743	0	0	0	0	0	0	2570	19743	19743	
															
Zone 1 Sum			151000	151000	151000	57000	57000	57000	57000	57000	57000	57000	151000	151000	
															
Zone 3	Mobile Bay		34454	34454	34454	35722	35722	35722	35722	35722	35722	35722	34454	34454	
Zone 3	Sonat (2)		40546	40546	40546	39278	39278	39278	39278	39278	39278	39278	40546	40546	
															
Zone 3 Sum			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Total Base 
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	

Incremental
Quantities
													
Zone 1	Manchester		9324	9324	9324	43000	43000	43000	43000	43000	43000	43000	9324	9324	
Zone 1	Centana		3646	3646	3646	0	0	0	0	0	0	0	3646	3646	
Zone 1	Johnson’s Bayou		30030	30030	30030	0	0	0	0	0	0	0	30030	30030	
															
Zone 1 Sum			43000	43000	43000	43000	43000	43000	43000	43000	43000	43000	43000	43000	
															
Zone 2	NGPL		50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	
															
Zone 2 Sum			50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	
															
Zone 3	Mobile Bay		50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	
Zone 3	Destin		7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	7000	
															
Zone 3 Sum			57000	57000	57000	57000	57000	57000	57000	57000	57000	57000	57000	57000	
															
 Total Incremental 
Quantities	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
150000	
															
TOTAL BASE &
INCREMENTAL
QUANTITIES		

376000	

376000	

376000	

282000	

282000	

282000	

282000	

282000	

282000	

282000	

376000	

376000	

July 2003 Through July 2005

Zones	Delivery Points	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities													
															
Zone 1	Manchester		71676	71676	71676	32000	32000	32000	32000	32000	32000	29430	71676	71676	
Zone 1	Centana		4854	4854	4854	0	0	0	0	0	0	0	4854	4854	
Zone 1	Johnson’s Bayou		35310	35310	35310	5583	5583	5583	5583	5583	5583	5583	35310	35310	
Zone 1	Mops Refugio		19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	
Zone 1	Mops Platform (1)		19743	19743	19743	0	0	0	0	0	0	2570	19743	19743	
															
Zone 1 Sum			151000	151000	151000	57000	57000	57000	57000	57000	57000	57000	151000	151000	
															
Zone 3	Mobile Bay		34454	34454	34454	35722	35722	35722	35722	35722	35722	35722	34454	34454	
Zone 3	Sonat (2)		40546	40546	40546	39278	39278	39278	39278	39278	39278	39278	40546	40546	
															
Zone 3 Sum			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Total Base 
Quantities	
226000	
226000	
226000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
226000	
226000	

Incremental 
Quantities													
															
Zone 1	Manchester		20722	20722	20722	40690	40690	40690	40690	40690	40690	40690	20722	20722	
Zone 1	Centana		3646	3646	3646	0	0	0	0	0	0	0	3646	3646	
Zone 1	Johnson’s Bayou		30232	30232	30232	13910	13910	13910	13910	13910	13910	13910	30232	30232	
															
Zone 1 Sum			54600	54600	54600	54600	54600	54600	54600	54600	54600	54600	54600	54600	
															
Zone 2	NGPL		64042	64042	64042	66000	66000	66000	66000	66000	66000	66000	64042	64042	
Zone 2	LRC		1958	1958	1958	0	0	0	0	0	0	0	1958	1958	
															
Zone 2 Sum			66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	
															
Zone 3	Mobile Bay		65364	65364	65364	66000	66000	66000	66000	66000	66000	66000	65364	65364	
Zone 3	Sonat		636	636	636	0	0	0	0	0	0	0	636	636	
Zone 3	Destin		13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	
															
Zone 3 Sum			79400	79400	79400	79400	79400	79400	79400	79400	79400	79400	79400	79400	
															
Total Base 
Quantities	200000	200000	200000	200000	200000	200000	200000	200000	200000	200000	200000	200000	
															
TOTAL BASE &
INCREMENTAL
QUANTITIES		

426000	

426000	

426000	

332000	

332000	

332000	

332000	

332000	

332000	

332000	

426000	

426000	

August 2005 Through February 2010
	
Zones	Delivery Points		July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities													
															
Zone 1	Manchester		45676	45676	45676	32000	32000	32000	32000	32000	32000	29430	45676	45676	
Zone 1	Centana		4854	4854	4854	0	0	0	0	0	0	0	4854	4854	
Zone 1	Johnson’s Bayou		35310	35310	35310	5583	5583	5583	5583	5583	5583	5583	35310	35310	
Zone 1	Mops Refugio		19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	19417	
Zone 1	Mops Platform (1)		19743	19743	19743	0	0	0	0	0	0	2570	19743	19743	
															
Zone 1 Sum			125000	125000	125000	57000	57000	57000	57000	57000	57000	57000	125000	125000	
															
Zone 3	Mobile Bay		34454	34454	34454	35722	35722	35722	35722	35722	35722	35722	34454	34454	
Zone 3	Sonat (2)		40546	40546	40546	39278	39278	39278	39278	39278	39278	39278	40546	40546	
															
Zone 3 Sum			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
													
Total Base 
Quantities	
200000	
200000	
200000	
132000	
132000	
132000	
132000	
132000	
132000	
132000	
200000	
200000	

Incremental 
Quantities													
															
Zone 1	Manchester		0	0	0	0	0	0	0	0	0	0	0	0	
Zone 1	Centana		3646	3646	3646	0	0	0	0	0	0	0	3646	3646	
Zone 1	Johnson’s Bayou		30235	30235	30235	13910	13910	13910	13910	13910	13910	13910	30235	30235	
															
Zone 1 Sum			33881	33881	33881	13910	13910	13910	13910	13910	13910	13910	33881	33881	
															
Zone 2	NGPL		64042	64042	64042	66000	66000	66000	66000	66000	66000	66000	64042	64042	
Zone 2	LRC		1958	1958	1958	0	0	0	0	0	0	0	1958	1958	
															
Zone 2 Sum			66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	
															
Zone 3	Mobile Bay		65364	65364	65364	66000	66000	66000	66000	66000	66000	66000	65364	65364	
Zone 3	Sonat		636	636	636	0	0	0	0	0	0	0	636	636	
Zone 3	Destin		13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	13400	
Zone 3	Destin (Manchester)		20719	20719	20719	40690	40690	40690	40690	40690	40690	40690	20719	20719	
															
Zone 3 Sum			100119	100119	100119	120090	120090	120090	120090	120090	120090	120090	100119	100119	
															
Total Incremental 
Quantities	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
200000	
													
TOTAL BASE &
INCREMENTAL
QUANTITIES	

400000	

400000	

400000	

332000	

332000	

332000	

332000	

332000	

332000	

332000	

400000	

400000	

EXHIBIT d
TO NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON capital & trade resources corp.
AND
ENRON CORP.

DATED:  AUGUST __, 1999

BUYOUT PAYMENT FORMULAS

FORMULA D-1

Buyout Payment Formula For Base Quantities

Values1....n       (1+R)i)

WHERE:

Values1....n 	=	((Fixed Fee1....n  –   MVC1....n) * (Quantity  *  Days).

	=	Cumulative net present value for all months, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”). 
Fixed Fee1....n  	=	The fixed fee set forth in Section 9.2 for the applicable month, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”). 
MVC1....n  	=	For each applicable month, the difference between (i) the weighted average fair market value and (ii) the Inside FERC Index Price for Zones 1, 2 or 3 (i.e., the premium or discount), for the applicable Zones and the applicable Base Quantities, as set forth in Exhibit A, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).   The MVC1....n  is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
Quantity	=	The Base Quantities, as set forth in Exhibit C for each applicable Zone, month and year.
Days	=	The number of days in the applicable month.
R	=	The discount factor, which is a  Negotiated Component that shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
i	=	The total number of months, beginning with the month of the effective date of  the Buyout, as set forth in Section 4.2, through February, 2010.

FORMULA D-2
Buyout Payment Formula For Incremental Quantities

Values1....n       (1+R)i)

WHERE:

Values1....n 	=   ((Fixed Fee1....n  + Restr. Fee1....m)  –   MVC1....n) * (Quantity  *  Days).

	=	Cumulative net present value for all months, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”). 
Fixed Fee1....n  	=	The fixed fee set forth in Section 9.3 for each month, beginning with the month of the effective date of the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).
Restr. Fee1....m 	=	The Restructuring Fee set forth in Exhibit B for each applicable month, beginning with the month of the effective date of the Buyout (“1”), as set forth in Section 4.2, through December, 2002 (“m”).
MVC1....n  	=	For each applicable month, the difference between (i) the weighted average market value and (ii) the Inside FERC Index Price for Zones 1, 2 or 3 (i.e., the premium or discount) , for the applicable Zones and the applicable Incremental Quantities, as set forth in Exhibit A, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVC1....n  is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
Quantity	=	The Incremental Quantities, as set forth in Exhibit C for each applicable Zone, month and year.
Days	=	The number of days in the applicable month.
R	=	The discount factor, which is a Negotiated Component that shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
i	=	The total number of months, beginning with the month of the effective date of the Buyout, as set forth in Section 4.2, through February, 2010. 

FORMULA D-3

Buyout Payment Formula For Base Quantities Zone Spread*

Values1....n       (1+R)i)

WHERE:

Values1....n 	=  	[(MVCZ11....n     –   MVCZ21....n) * (QuantitiesZ1  *  Days)]   +   
		[(MVCZ31....n    –   MVCZ21....n) * (QuantitiesZ3 * Days)]

	=	Cumulative net present value for all months, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”). 
MVCZ11....n	=	For each applicable month, the fixed forward price for Zone 1, beginning with the month of the effective date of the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ11....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
MVCZ21....n	=	For each applicable month, the fixed forward price for Zone 2, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ21....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
MVCZ31....n	=	For each applicable month, the fixed forward price for Zone 3, beginning with the month of the effective date of the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ31....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
QuantitiesZ1	=	The QuantitiesZ1 for the Base Quantities in Zone 1, as set forth in Exhibit E, for each applicable month and year.
QuantitiesZ3	=	The QuantitiesZ3 for the Base Quantities in Zone 3, as set forth in Exhibit E, for each applicable month and year.
Days	=	The number of days in the applicable month.
R	=	The discount factor, which is a Negotiated Component that shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
i	=	The total number of months, beginning with the month of the effective date of the Buyout, as set forth in Section 4.2, through February, 2010. 

*	In the event FPL elects a Buyout of the Base Quantities Zone Spread, the Base Quantities shall be allocated, for pricing purposes pursuant to Section 9.1, among the Zones as set forth on Exhibit C.

FORMULA D-4

Buyout Payment Formula For Incremental Quantities Zone Spread*

Values1....n       (1+R)i)]

WHERE:

Values1....n 	=  	[(MVCZ11....n    –   MVCZ21....n) * (QuantityZ1  *  Days)] + 
		[(MVCZ31....n    –   MVCZ21....n) * (QuantityZ3  *  Days)]

	=	Cumulative net present value for all months, beginning with the month of the effective date of the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”). 
MVCZ11....n	=	For each applicable month, the fixed forward price for Zone 1, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ11....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
MVCZ21....n	=	For each applicable month, the fixed forward price for Zone 2, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ21....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
MVCZ31....n	=	For each applicable month, the fixed forward price for Zone 3, beginning with the month of the effective date of  the Buyout (“1”), as set forth in Section 4.2, through February, 2010 (“n”).  The MVCZ31....n is a Negotiated Component, which shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
QuantitiesZ1	=	The QuantitiesZ1 for the Incremental Quantities in Zone 1, as set forth in Exhibit E, for each applicable month and year.
QuantitiesZ3	=	The QuantitiesZ3 for the Incremental Quantities in Zone 3, as set forth in Exhibit E, for each applicable month and year.
Days	=	The number of days in the applicable month.
R	=	The discount factor, which is a Negotiated Component that shall be agreed to by ECT and FPL or, in the absence of agreement, determined pursuant to Section 4.2.4 of the Agreement.
i	=	The total number of months, beginning with the month of the effective date of the Buyout, as set forth in Section 4.2, through February, 2010.
*	In the event FPL elects a Buyout of the Incremental Quantities Zone Spread, the Incremental Quantities shall be allocated, for pricing purposes pursuant to Section 9.1, among the Zones as set forth on Exhibit C.

exHIBIT E
TO
NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON CAPITAL & TRADE RESOURCES CORP.
AND
ENRON CORP.

DATED:  AUGUST __, 1999

QUANTITIESZ1 AND QUANTITIESZ3 FOR 
BASE QUANTITIES AND INCREMENTAL QUANTITIES

September 1999 Through June 2001

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities													
															
Zone 1			39160	39160	39160	19417	19417	19417	19417	19417	19417	21987	39160	39160	
Zone 3			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Incremental
Quantities														
															
Zone 1			12970	12970	12970	33000	33000	33000	33000	33000	33000	33000	12970	12970	
Zone 3			34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	34000	

July 2001 through June 2003

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities													
															
Zone 1			39160	39160	39160	19417	19417	19417	19417	19417	19417	21987	39160	39160	
Zone 3			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
														
Incremental
Quantities													
Zone 1			12970	12970	12970	43000	43000	43000	43000	43000	43000	43000	12970	12970	
Zone 3			50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	50000	

July 2003 Through July 2005
	
Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities													
															
Zone 1			39160	39160	39160	19417	19417	19417	19417	19417	19417	21987	39160	39160	
Zone 3			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Incremental
Quantities													
															
Zone 1			24368	24368	24368	40690	40690	40690	40690	40690	40690	40690	24368	24368	
Zone 3			66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	

August 2005 Through February 2010

Zones	July	Aug	Sept	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	June	

Base 
Quantities															
															
Zone 1			39160	39160	39160	19417	19417	19417	19417	19417	19417	21987	39160	39160	
Zone 3			75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	75000	
															
Incremental 
Quantities														
															
Zone 1			3646	3646	3646	0	0	0	0	0	0	0	3646	3646	
Zone 3			66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	66000	

EXHIBIT F
TO NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON capital & trade resources corp.
AND
ENRON CORP.

DATED:  ______________, 1999 AUGUST __, 1999

TERMINATION PAYMENT

EXHIBIT f
TO NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON capital & trade resources corp.
AND
ENRON CORP.

DATED:_____________, 1999

GUARANTEE

This Guaranty Agreement (this “Guaranty”), dated as of ___________August __, 1999, is made and entered into between Enron Corp., an Oregon corporation (“Enron”), and Florida Power & Light Company , a Florida corporation (“FPL”).

WHEREAS, (i) FPL and Enron Capital & Trade Resources Corp., a wholly owned subsidiary of Enron (“ECT”), are contemplating entering herein entered into the Natural Gas Purchase Agreement of even date herewith and herein incorporated for all purposes (said Agreement, as the same may be from time to time extended, amended and supplemented (“Gas(“the Gas Sales Agreement”), (ii) Enron will directly or indirectly benefit from the Gas Sales Agreement and (iii) as a condition precedent to the consummation of the Gas Sales Agreement, FPL has required that Enron unconditionally guarantee to FPL all present and future payment obligations of ECT under the Gas Sales Agreement.
NOW THEREFORE, to induce FPL to enter into the Gas Sales Agreement, Enron agrees as follows: 
1.  PAYMENT GUARANTY.  Enron absolutely, irrevocably and unconditionally guarantees to FPL all present and future payment obligations of ECT set forth in the Gas Sales Agreement and interest thereon accrued as provided in the Gas Sales Agreement (the “Obligations”); provided, the applicable rate of interest shall never exceed the maximum lawful rate permitted by law.  This guaranty of payment is a continuing guaranty effective during the term of the Gas Sales Agreement and, therefore until complete performance by ECT of its obligations under the Gas Sales Agreement and indefeasible payment in full of all Obligations; provided, in all instances this Guaranty shall continue for a period of six months after the termination of the Gas Sales Agreement for the purpose of guaranteeing indemnity Obligations which survive the termination of the Gas Sales Agreement as set forth in Sections 4 and 18 of the Gas Sales Agreement (the “Indemnity Period”).  With respect to any Claims threatened or filed as of the close of the Indemnity Period, the Obligations resulting from any such Claims shall be guaranteed hereunder.  If claim is ever made upon FPL for repayment or recovery of any amount received by FPL in payment or on account of any of the Obligations, and if FPL repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over FPL or any of its property, any settlement or compromise of any such claim effected by FPL with any such claimant (including without limitation ECT or a trustee, conservator or receiver for ECT) or otherwise, then and in such event Enron agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Enron, notwithstanding any revocation or cancellation of this Guaranty or of the Gas Sales Agreement, and Enron shall be and remain liable to FPL hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been paid to FPL, and Enron’s obligations and liabilities to FPL under this Guaranty shall be reinstated to such extent and this Guaranty and any collateral for this Guaranty shall remain in full force and effect (or shall be reinstated) to such extent.  No notice of the Obligations or this Agreement need be given in any form to Enron at any time and Enron WAIVES any such notice and the right to consent to the Obligations or this Agreement.  Enron WAIVES any right to require as a condition to its obligations hereunder that (i) collateral be applied to the Obligations, (ii) presentment or demand be made upon ECT or (iii) action be brought against ECT or any other person or entity except Enron, should FPL seek to enforce the obligations of Enron.  Specifically, without limitation, Enron WAIVES any right to require, substantively or procedurally, that (i) a judgment previously be rendered against ECT or any other person or entity except Enron, (ii) ECT or any other person or entity be joined in any action against Enron or (iii) an action separate from one against Enron be brought against ECT or any other person or entity.  The obligations of Enron are several from those of ECT or any other person or entity, including, without limitation, any other surety for ECT, and are primary payment obligations concerning which Enron is the principal.  This is a guaranty of payment and not of collection.  To the extent ECT shall fail to timely make payment of any Obligations, Enron shall satisfy its obligations hereunder regardless of whether FPL or any other person or entity shall have taken any steps to enforce its rights against ECT or any other person or entity except Enron.  The obligations of Enron hereunder shall in no way be affected or impaired by reason, and Enron WAIVES its right to prior notice, of the happening from time to time of any of the following:  (i) extensions (whether or not material) of the time for payment of all or any portion of the Obligations, (ii) the modification or amendment in any manner (whether or not material) of the Gas Sales Agreement or the Obligations, (iii) except for applicable statutes of limitations, any failure, delay or lack of diligence on the part of FPL, or any other person or entity to enforce, assert or exercise any right, privilege, power or remedy conferred on FPL or any other person or entity in the Gas Sales Agreement or at law, or any action on the part of FPL or such other person or entity granting indulgence or extension of any kind, (iv) the settlement or compromise of any Obligations, (v) the status, composition, structure or name of ECT change, including, without limitation, by reason of merger, dissolution, consolidation or reorganization, (vi) except for releases or waivers resulting from the rights or defenses of ECT that Enron has reserved in Section 3, the release or waiver, by operation of law or otherwise, of the performance or observance by ECT of any express or implied covenant, term or condition in the Gas Sales Agreement, (vii) the release or waiver, by operation of law or otherwise, of the performance or observance by any co-Enron guarantor, surety, endorser or other ECT person or entity of any express or implied covenant, term or condition to be performed or observed by it under the Gas Sales Agreement or any related or other document and (viii) the failure to acquire, perfect or maintain perfection of any lien on, or security interest in, any collateral provided by ECT or any other party to FPL or the release of any such collateral or the release, modification or waiver of, or failure to enforce, any pledge, security device, guaranty, surety or other indemnity agreement in respect of such collateral.  Notwithstanding the foregoing, the liability of Enron hereunder shall be limited to direct, actual damages and, unless expressly provided in the Gas Sales Agreement, Enron shall not be liable for consequential, incidental, punitive, exemplary or indirect damages, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, in tort, contract or otherwise, or any penalties or charges assessed by any person or entity for the unauthorized receipt of gas.  Upon 30 Days written notice and with the prior written consent of FPL, which consent shall not be unreasonably withheld, this Guaranty may be replaced by (i) a guaranty in identical form made by a Enron guarantor of equal or better creditworthiness, including credit ratings by nationally recognized credit rating agencies, taking into consideration all relevant information concerning corporate structure, all relevant financial information, both current and projected, and all effects on the enforceability of the replacement guaranty, or (ii) a letter of credit in favor of FPL in the amount of the Maximum Limit (below defined), issued by a bank and in a form, each of which shall be reasonably satisfactory to FPL, taking into consideration all effects on the enforceability of the replacement letter of credit; provided, this Guaranty shall continue to apply to all Obligations in effect at the time this Guaranty is replaced until all such Obligations are completed and indefeasibly paid in full and the replacement guaranty or letter of credit shall apply to only those Obligations formed after its execution and delivery.

2.  MAXIMUM LIMIT.  The amount covered by this Guaranty for all Obligations in respect of the aggregate of all Transactions under the Gas Sales Agreement that ever shall be required to be paid by Enron shall not exceed the amount of the Termination Payment under the Gas Sales Agreement (the “Maximum Limit”); provided, this Guaranty shall cover and Enron shall pay, in addition to the Maximum Limit, all reasonable expenses, including, without limitation, attorneys’ fees, court costs and similar costs, of FPL in the event of judgment, settlement or other enforcement against Enron actually suffered or incurred by FPL in connection with the enforcement and collection of this Guaranty.  The Maximum Limit shall not be affected by the number or type of outstanding Obligations or the holding or application of any collateral by FPL.

3.  DEFENSES.  Other than as expressly waived in this Guaranty, Enron retains its own defenses and rights hereunder.  Enron WAIVES all rights, setoffs, counterclaims and other defenses of ECT relating to the Obligations, including, without limitation, all rights, setoffs, counterclaims and other defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of ECT.

4.  DEFAULT.  If ECT fails or refuses to pay timely any Obligations, FPL may at its option exercise any or all of its rights, powers and remedies afforded hereunder and under all documents, if any, securing this Guaranty and may declare the unpaid amounts of all Obligations then owing under the Gas Sales Agreement to be immediately due and payable, and thereupon such amounts shall be immediately due and payable without presentation and demand for payment, protest, notice of protest or dishonor, notice of default, notice of intent to accelerate or notice of acceleration to Enron or any other person or entity, all of which Enron hereby WAIVES.

5.  REPRESENTATIONS AND WARRANTIES.  Enron represents and warrants that:  (i) it is a corporation duly organized and validly existing under the laws of the State of its incorporation and has the power and authority to execute, deliver and carry out the terms and provisions of this Guaranty, (ii) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Enron is required on the part of Enron for the execution and delivery of this Guaranty and (iii) assuming due authorization, execution and delivery hereof by FPL, this Guaranty constitutes a legal, valid and binding agreement of Enron enforceable in accordance with its terms, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

6.  NOTICE.  All notices and communications made pursuant to this Guaranty shall be in writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested, or sent by facsimile, as follows:

To Enron:	
________________
________________
________________
Facsimile:  _______

To FPL:
________________Florida Power & Light Company
________________700 Universe Boulevard
________________Juno Beach, Florida  33408
Facsimile: _______Facsimile:  (561) 694-6299

Notice given by personal delivery or mail shall be effective upon actual receipt.  Notice given by facsimile shall be effective upon actual receipt if received during recipient’s normal business hours or at the beginning of recipient’s next business day after receipt if not received during recipient’s normal business hours.  Any party may change its address to which notice is to be given hereunder by providing notice of same in accordance with this Section 6.0 7.

7.  LAW, WAIVERS, MISCELLANEOUS.  THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  Enron  WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty.  No term or provision of this Guaranty shall be amended, modified, altered, waived, supplemented or terminated except in a writing signed by the parties hereto.  All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Sales Agreement The remedies provided to FPL in this Guaranty are cumulative and not exclusive of any other remedies provided by law.  This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Enron and FPL.  This Guaranty embodies the entire agreement and understanding between Enron and FPL and supersedes all prior agreements and understandings relating to the subject matter hereof.  The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof.  This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one document.  	

The parties hereto have caused this Guaranty to be executed as of the day and year first above written.

ENRON CORP.					FLORIDA POWER & LIGHT COMPANY

Signature						Signature

Printed 						Printed	
Name:							Name:						
					
Title:							Title:						

EXHIBIT g
TO NATURAL GAS PURCHASE AGREEMENT
BY AND BETWEEN
FLORIDA POWER & LIGHT COMPANY
AND
ENRON capital & trade resources corp.
AND
ENRON CORP.

DATED:  AUGUST __, 1999

FORM LETTERS FOR INDEPENDENT PARTY AND/OR
INDEPENDENT FINANCIAL INSTITUTION

Form Letter For Independent Party

											[DATE]

[NAME AND ADDRESS OF
INDEPENDENT PARTY]

Dear _________________:

Pursuant to the Natural Gas Purchase Agreement by and between Florida Power & Light Company (“FPL”), Enron Capital & Trade Resources Corp. (“ECT”) and Enron Corp., dated August __, 1999, FPL and ECT may be required to negotiate certain market value components associated with the termination of such agreement ("Negotiated Component(s)").  In the event FPL and ECT are unable to agree on the Negotiated Component(s), a Joint Independent Party shall select the appropriate Negotiated Component(s).  The Joint Independent Party is an entity that is selected from the respective Independent Party lists of FPL and ECT.  The first Independent Party that is common to both Independent Party lists shall be the Joint Independent Party.  
At [ECT's or FPL's] request, you have agreed to be an Independent Party on [ECT's or FPL's] Independent Party list.  As such, you have agreed to serve as the Joint Independent Party, if selected, to determine the appropriate Negotiated Component(s).  In the event you are selected as the Joint Independent Party, you will be required to comply with the following obligations and provisions:
1.	The Joint Independent Party shall be required to select either the Negotiated Component(s) submitted by FPL or the Negotiated Component(s) submitted by ECT, whichever better reflects the fair market value for such market value component.  FPL and ECT shall provide the Joint Independent Party with no more than five (5) pages of information and data necessary to support their respective Negotiated Component(s), including, but not limited to, data regarding the applicable zones of delivery, delivery points and gas volumes.  The Joint Independent Party shall make its selection of the Negotiated Component(s) within two (2) business days after receipt of such information and data from FPL and ECT.
2.	In making its selection of the Negotiated Component(s) in paragraph 1 above, the Joint Independent Party shall select the Negotiated Component(s) that is the closest to the midpoint of the market value position of the Joint Independent Party.  In no event shall the Joint Independent Party participate in the exchange of values.
3.	The Joint Independent Party shall have a thorough understanding of both the physical and financial markets associated with gas trading for delivery into the state of Florida.
4.	The Joint Independent Party shall not be directly or indirectly affiliated with, or financially connected with FPL or ECT, respectively, or currently on retainer or doing business (“Business Relationship”) with any affiliate subsidiary or joint venture partner of FPL, ECT and/or Enron Corp., where such Business Relationship constitutes or constituted (within the prior twelve (12) months) more than ten (10) percent of the gross revenues of the Joint Independent Party.  
5.	In the event the status of the Joint Independent Party changes from the status reflected in paragraph 4 above, the Joint Independent Party shall notify both FPL and ECT of such change in status within five (5) business day of such change in status.
6.	The Joint Independent Party agrees to keep all information or data received from FPL and/or ECT confidential, and agrees not to use such information or data, either directly or indirectly.
7.	The Joint Independent Party may be terminated by either FPL or ECT upon notice.
8.	The Joint Independent Party shall be paid a fee of $____________ per year as a retainer, and in the event the Joint Independent Party is required to select a Negotiated Component(s) pursuant to paragraph 1 above, the Joint Independent Party will be paid its customary fees and expenses in connection with such selection process.
9.	The selection of the Negotiated Component(s) pursuant to paragraph 1 above shall be binding upon FPL and ECT, and both FPL and ECT shall hold the Joint Independent Party harmless from any and all claims regarding such selection.
If you acknowledge the foregoing, and if you agree to comply with and be bound by the foregoing in the event you are selected to act as the Joint Independent Party, please signify your acknowledgement and acceptance by executing this letter in the space provided below.

					Sincerely,

					[FPL or ECT]_____________
	
ACKNOWLEDGED AND AGREED TO
THIS ____ DAY OF __________, 1999.

_____________________________
[INDEPENDENT PARTY]

Form Letter For Independent Financial Institution

											[DATE]

[NAME AND ADDRESS OF
INDEPENDENT FINANCIAL INSTITUTION]

Dear _________________:

Pursuant to the Natural Gas Purchase Agreement by and between Florida Power & Light Company (“FPL”), Enron Capital & Trade Resources Corp. (“ECT”) and Enron Corp., dated August __, 1999, FPL and ECT may be required to negotiate certain discount factor components associated with the termination of such agreement ("Negotiated Component(s)").  In the event FPL and ECT are unable to agree on the Negotiated Component(s), a Joint Financial Institution shall select the appropriate Negotiated Component(s).  The Joint Financial Institution is an entity that is selected from the respective Independent Financial Institution lists of FPL and ECT.  The first Independent Financial Institution that is common to both Independent Financial Institution lists shall be the Joint Financial Institution.  
At [ECT's or FPL's] request, you have agreed to be an Independent Financial Institution on [ECT's or FPL's] Independent Financial Institution list.  As such, you have agreed to serve as the Joint Financial Institution, if selected, to determine the appropriate Negotiated Component(s).  In the event you are selected as the Joint Financial Institution, you will be required to comply with the following obligations and provisions:
1.	The Joint Financial Institution shall be required to select either the Negotiated Component(s) submitted by FPL or the Negotiated Component(s) submitted by ECT, whichever better reflects the appropriate discount factor/rate expressed in a numerical percent in order to calculate the present value of future monthly predetermined costs and/or benefits over a defined period of time.  FPL and ECT shall provide the Joint Financial Institution with no more than five (5) pages of information and data necessary to support their respective Negotiated Component(s).  The Joint Financial Institution shall make its selection of the Negotiated Component(s) within two (2) business days after receipt of such information and data from FPL and ECT.
2.	In making its selection of the Negotiated Component(s) in paragraph 1 above, the Joint Financial Institution shall select the Negotiated Component(s) that is the closest to an appropriate term levelized discount factor/rate selected by the Independent Financial Institution.  In no event shall the Joint Financial Institution participate in the exchange of values.
3.	The Joint Financial Institution shall have a thorough understanding of the current short-term and long-term financial markets, as well as domestic and international macro economics and governmental fiscal policies.
4.	The Joint Financial Institution shall not be directly or indirectly affiliated with, or financially connected with FPL or ECT, respectively, or currently on retainer or doing business (“Business Relationship”) with any affiliate subsidiary or joint venture partner of FPL, ECT and/or Enron Corp., where such Business Relationship constitutes or constituted (within the prior twelve (12) months) more than ten (10) percent of the gross revenues of the Joint Financial Institution.  
5.	In the event the status of the Joint Financial Institution changes from the status reflected in paragraph 4 above, the Joint Financial Institution shall notify both FPL and ECT of such change in status within five (5) business day of such change in status.
6.	The Joint Financial Institution agrees to keep all information or data received from FPL and/or ECT confidential, and agrees not to use such information or data, either directly or indirectly.
7.	The Joint Financial Institution may be terminated by either FPL or ECT upon notice.
8.	The Joint Financial Institution shall be paid a fee of $____________ per year as a retainer, and in the event the Joint Financial Institution is required to select a Negotiated Component(s) pursuant to paragraph 1 above, the Joint Financial Institution will be paid its customary fees and expenses in connection with such selection process.
9.	The selection of the Negotiated Component(s) pursuant to paragraph 1 above shall be binding upon FPL and ECT, and both FPL and ECT shall hold the Joint Financial Institution harmless from any and all claims regarding such selection.
If you acknowledge the foregoing, and if you agree to comply with and be bound by the foregoing in the event you are selected to act as the Joint Financial Institution, please signify your acknowledgement and acceptance by executing this letter in the space provided below.
					Sincerely,

					[FPL or ECT]_____________

ACKNOWLEDGED AND AGREED TO
THIS ____ DAY OF __________, 1999.

_____________________________
[INDEPENDENT FINANCIAL INSTITUTION]