Funds Transfer Agency Agreement (Page 6 of 8) in pdf

Funds Transfer Agency Agreement Page 6

SPECIAL PROVISION TO NATURAL GAS SALE AND PURCHASE CONTRACT:

This Special Provision amends that certain Base Contract for Short-Term Sale and Purchase of Natural

Gas dated ______________ ____, 199_, between [Repurchaser] and [Marketer] ("Base Contract"), and

is intended to supplement the General Terms and Conditions ("GT&C") affecting all Transactions

thereunder wherein [Repurchaser] is buyer and [Marketer] is seller.

Capitalized terms used in this

Agreement, which are not herein defined, will have the meanings ascribed to them in the GT&C.

DEFINITION OF "FTA":

The term "FTA" or "Funds Transfer Agent" will refer to:

[Bank]

[Bank's address]

CONFIRMATION OF TRANSACTION BY FTA:

Buyer and Seller will send copies of their

respective Transaction Confirmations to FTA. Seller will obtain confirmation by the FTA that Seller has

contracted with a supplier to deliver a like quantity of gas at the Delivery Point(s) identified on the

Transaction Confirmation, under the same Performance Obligation (firm or interruptible) and at a price no

greater than the price set out on the Transaction Confirmation between Buyer and Seller.

Such

confirmation will be documented by the FTA's execution of the FTA Confirmation Statement, as provided

below, as a Special Condition at the bottom of the Transaction Confirmation sent by Seller to Buyer. (An

example of this form of Transaction Confirmation is attached as Exhibit A-2.)

Special Condition - FTA Confirmation Statement

_________________________________, as the Fund Transfer Agent (FTA), has reviewed the

foregoing Transaction Confirmation and confirms that Seller has contracted for delivery of a

corresponding quantity of gas at the Delivery Point(s) identified above, under the same

Performance Obligation and at a price no greater than the price set out above. FTA will accept

payment from Buyer on behalf of Seller under the terms and conditions of the Base Contract.

[

FTA

_____________________________

NO MODIFICATION:

The payment instructions may not be modified during the operative

period of a binding Transaction Confirmation, nor may any other provision of the Base Contract or the

Transaction Confirmation be modified during the operative period of a binding Transaction Confirmation

without the written consent of Buyer, Seller and FTA.

draft B 8/5/97

Funds Transfer Agency Agreement Page 6