Common use of Party A Credit Protection Clause in Contracts

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [x] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A Party B Rounding Amount: $N/A (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x or if Party B is not rated by either S&P or Xxxxx’x [] Other: Specify: (e) Guarantor for Party B:N/A Guarantee Amount:N/A 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Option C Specify: N/A (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $___________ (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x or if Party A is not rated by either S&P or Xxxxx’x [] Other: Specify: (e) Guarantor for Party A:[Add if applicable] Guarantee Amount: [If applicable: As specified in the Guaranty] Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: See below

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x]  Option A [] ■ Option B Specify: [] Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co.  Option C Specify: (b) Credit Assurances: [x] ■ Not Applicable []  Applicable (c) Collateral Threshold: [x]  Not Applicable [] ■ Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A$15,000,000.00; provided, however, that Party B’s 's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A 0 Party B Rounding Amount: $N/A 250,000.00 (d) Downgrade Event: [x]  Not Applicable [] ■ Applicable If applicable, complete the following: [] ■ It shall be a Downgrade Event for Party B if Party B’s 's Guarantor's Credit Rating falls below __________ BBB- from S&P or __________ Baa3 from Xxxxx’x Moody's or if Party B B's Guarantor is not rated by either S&P or Xxxxx’x [] Moody's  Other: Specify: (e) Guarantor for Party B:N/A : Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. Guarantee Amount:N/A : $100,000,000.00 8.2 Party B Credit Protection: (a) Financial Information: []  Option A [x] ■ Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Enron Corp.  Option C Specify: N/A (b) Credit Assurances: [x] ■ Not Applicable []  Applicable (c) Collateral Threshold: []  Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. ■ Applicable If applicable, complete the following: Party A Collateral Threshold: $ __________$15,000,000.00; provided, however, that Party A’s 's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ $0 Party A Rounding Amount: $___________ 250,000.00 (d) Downgrade Event: [x]  Not Applicable [] ■ Applicable If applicable, complete the following: [] ■ It shall be a Downgrade Event for Party A if Party A’s Enron Corp.'s Credit Rating falls below __________ BBB- from S&P or __________ Baa3 from Xxxxx’x Moody's or if Party A Enron Corp. is not rated by either S&P or Xxxxx’x [] Moody's  Other: Specify: (e) Guarantor for Party A:[Add if applicable] A: Enron Corp. Guarantee Amount: [If applicable: As specified in the Guaranty] $100,000,000.00 Article 10 Confidentiality [x] ■ Confidentiality Applicable If not checked, inapplicable. Schedule M []  Party A is a Governmental Entity or Public Power System []  Party B is a Governmental Entity or Public Power System []  Add Section 3.6. If not checked, inapplicable []  Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: See belowYes, the following changes shall be applicable:

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x] Option A [] Option B Specify: [x] Option C Specify: Annual audit report (b) Credit Assurances: [xX] Not Applicable [] Applicable (c) Collateral Threshold: [x] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A Party B Rounding Amount: $N/A (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x Moody’s or if Party B is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party B:N/A : None Guarantee Amount:: N/A 8.2 Party B Credit Protection: (a) Financial Information: [x] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Option C Specify: N/A (b) Credit Assurances: [x] Not Applicable [x] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $___________ (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: Party A Collateral Threshold: Party A Independent Amount: Party A Rounding Amount: (d) Downgrade Event: [] Not Applicable [x] Applicable If applicable, complete the following: [x] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ BBB+ from S&P or __________ Baa1 from Xxxxx’x Moody’s or if Party A is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party A:[Add if applicable] A: None Guarantee Amount: [If applicable: As specified in the Guaranty] N/A Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [x] Party B is a Governmental Entity or Public Power System [x] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes SpecifyThis Master Power Purchase and Sale Agreement incorporates by reference the changes published in the EEI Errata, if anyVersion 1.1, dated July 18, 2007. The Parties hereby further agree that the following additional changes shall be made to the General Terms and Conditions of the Master Power Purchase and Sale Agreement: See ARTICLE ONE: GENERAL DEFINITIONS The following definitions are amended as set forth below:

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x] Option A [] Option B Specify: [X] Option C Specify: Books and records reasonably necessary to verify invoices and payments. (b) Credit Assurances: [x] Not Applicable [X] Applicable (c) Collateral Threshold: [xX] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A__________; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A $ Party B Rounding Amount: $N/A $ (d) Downgrade Event: [xX] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x Moody’s or if Party B is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party B:N/A : Guarantee Amount:N/A : 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [X] Option C Specify: N/A Books and records reasonably necessary to verify invoices and payments. (b) Credit Assurances: [x] Not Applicable [X] Applicable (c) Collateral Threshold: [X] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. Applicable If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $___________ $ (d) Downgrade Event: [xX] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x Moody’s or if Party A is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party A:[Add if applicable] A: Guarantee Amount: [If applicable: As specified in the Guaranty] Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [X] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: See belowinapplicable

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [x] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A Party B Rounding Amount: $N/A (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x Moody’s or if Party B is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party B:: N/A Guarantee Amount:: N/A 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Option C Specify: N/A (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $___________ (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x Moody’s or if Party A is not rated by either S&P or Xxxxx’x Moody’s [] Other: Specify: (e) Guarantor for Party A:[Add A: [Add if applicable] Guarantee Amount: [If applicable: As specified in the Guaranty.] Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: See below

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [x] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [x] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A Party B Rounding Amount: $N/A (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x or if Party B is not rated by either S&P or Xxxxx’x [] Other: Specify: (e) Guarantor for Party B:N/A Guarantee Amount:N/A 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Option C Specify: N/A (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $___________ $ (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Xxxxx’x or if Party A is not rated by either S&P or Xxxxx’x [] Other: Specify: (e) Guarantor for Party A:[Add if applicable] Guarantee Amount: [If applicable: As specified in the Guaranty] Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: See below:

Party A Credit Protection. Credit and Collateral Requirements (a) Financial Information: [xX] Option A [] Option B Specify: [] Option C Specify: (b) Credit Assurances: [xX] Not Applicable [] Applicable (c) Collateral Threshold: [xX] Not Applicable [] Applicable If applicable, complete the following: Party B Collateral Threshold: $ N/A; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $N/A Party B Rounding Amount: $N/A (d) Downgrade Event: [x] Not Applicable [X] Applicable If applicable, complete the following: [X] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ BBB- or lower from S&P or __________ below Baa3 or lower from Xxxxx’x Moody’s or if Party B is not rated by either S&P or Xxxxx’x Moody’s. [] Other: Specify: (e) Guarantor for Party B:: N/A Guarantee Amount:: N/A 8.2 Party B Credit Protection: (a) Financial Information: [X] Option A [x] Option B Specify: Party A or, if applicable, Party A’s Guarantor. [] Option C Specify: N/A (b) Credit Assurances: [xX] Not Applicable [] Applicable (c) Collateral Threshold: [X] Not Applicable [] Applicable: [x] The provisions of Section 8.2(c) are hereby replaced by the provisions of the Collateral Annex (attached as Exhibit D) along with the Paragraph 10 to the Collateral Annex elections and the amendments to the Collateral Annex included in this Confirmation Agreement below. If applicable, complete the following: Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing. Applicable Party A Independent Amount: $ Party A Rounding Amount: $___________ (d) Downgrade Event: [x] Not Applicable [X] Applicable If applicable, complete the following: [X] It shall be a Downgrade Event for Party A if Party A’s A Credit Rating falls below __________ BBB- or lower from S&P or __________ below Baa3 or lower from Xxxxx’x Moody’s or if Party A is not rated by either S&P or Xxxxx’x Moody’s. [] Other: Specify: (e) Guarantor for Party A:[Add if applicable] A: N/A Guarantee Amount: [If applicable: As specified in the Guaranty] N/A Article 10 Confidentiality [xX] Confidentiality Applicable If not checked, inapplicable. Schedule M [X] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [X] Add Section 3.6. If not checked, inapplicable [] Add Section 8.68.4. If not checked, inapplicable Other Changes Specify, if any: See additional provisions set forth below. ADDITIONAL PROVISIONS. The following provisions are amended, added or deleted as indicated: Article One – General Definitions