ML011700261

Amended Declaration of Stefanie Katz in Support of Motion of Sempra Energy Trading Corp for Relief from Stay and for Adequate Protection (11 U.S.C. 362(d)(1), Local Bankruptcy Rules 4000-1 and 9013-1)

ML011700261
Person / Time
Site:	Diablo Canyon   (DPR-080, DPR-082)
Issue date:	06/04/2001
From:	Katz S Sempra Energy Trading Corp
To:	Office of Nuclear Reactor Regulation
References
-RFPFR, 01-30923 DM
Download: ML011700261 (166)

Text

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9 10 11 12 13 14 15 In re PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Debtor.

Federal I.D. Number 94-0742640 Case No. 01-30923 DM Chapter 11 AMENDED DECLARATION OF STEFANIE KATZ IN SUPPORT OF MOTION OF SEMPRA ENERGY TRADING CORP. FOR RELIEF FROM STAY AND FOR ADEQUATE PROTECTION [11 U.S.C. § 362(d)(1),

LOCAL BANKRUPTCY RULES 4000-1 AND 9013-11 Hearing:

DATE:

June 27, 2001 TIME:

1:30 p.m.

CTRM:

235 Pine Street, 2 2nd Floor San Francisco, California JUDGE:

Hon. Dennis Montali 50143319v1

,7$]AL A-i LEWIS KRUGER (Pro Hac Vice Application Pending)

ALAN Z. YUDKOWSKY (State Bar No. 194994)

PETER JAZAYERI (State Bar No. 199626)

STROOCK & STROOCK & LAVAN LLP 2029 Century Park East, Suite 1800 Los Angeles, California 90067-3086 Telephone: (310) 556-5800 Facsimile: (310) 556-5959 BRUCE BENNETT (State Bar No. 105430)

MICHAEL A. MORRIS (State Bar No. 89842)

HENNIGAN, BENNETT & DORMAN 601 South Figueroa Street, Suite 3300 Los Angeles, California 90017 Telephone: (213) 694-1200 Facsimile: (213) 694-1234 Attorneys for Party in Interest SEMPRA ENERGY TRADING CORP.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 16 17 18 19 20 21 22 23 24 25 26 27 28

'50 -C) 76ýrl-ýL)2

1 I, Stefanie Katz, declare:

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1.

I am Vice President of Sempra Energy Trading Corp. ("SET"), the moving party 3

herein. I make this declaration in support of SET's Motion for Relief from Stay and for Adequate 4

Protection. I have personal knowledge of the facts set forth herein and, if called upon to testify, I 5

would and I could competently testify thereto.

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2.

In 1998, SET and Pacific Gas and Electric Company (the "Debtor" and, together with 7

SET, the "Parties") entered into a Master Gas Agreement, pursuant to which SET sold natural gas to 8

the Debtor. A true and correct copy of the Master Gas Agreement is annexed hereto as Exhibit 1.

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3.

At or about the same time, the Parties also entered into a Gas Transmission and 10 Service Agreement (the "GTSA") which allowed the Parties to borrow ahid later return natural gas to 1 i each other at various times. A true and correct copy of the GTSA is annexed hereto as Exhibit 2.

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4.

In the event that the Parties find themselves in a situation where SET owes natural gas 13 to the Debtor or the Debtor owes natural gas to SET, the GTSA purports to impose "imbalance" 14 penalties pursuant to one of its related schedules, the G-BAL. A true and correct copy of Schedule 15 G-BAL is annexed hereto as Exhibit 3.

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5.

In the more than three years since the Parties executed the GTSA and have operated 17 under its related schedules, including the G-BAL, the Debtor never once has imposed imbalance 18 penalties on SET until now.

Indeed, in some cases, the Debtor prolonged the imbalance by 19 requesting SET to defer its delivery to a later point in time.

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6.

In mid-1999, the Parties entered into certain market participation agreements with z

21 both the California Independent System Operator Corporation and the California Power Exchange

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22 Corporation. Pursuant to these agreements, SET sold electrical energy to the Debtor in the California S23 markets.

o In 24

7.

Then, in July 1999, the Parties entered into the International Swaps Dealers S

25 Association agreement (the "ISDA"). A true and correct copy of the ISDA executed by SET and the 26 Debtor collectively are annexed hereto as Exhibit 6.

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8.

By mid-January 2001, SET was owed approximately $70 million from the Debtor for 28 electricity. As a result of the Debtor's default thereunder, on January 18, 2001, SET notified the

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1 Debtor that SET had canceled, liquidated and terminated all transactions under the Master Gas 2

Agreement and the ISDA and effected all applicable setoffs. Approximately one week later, the 3

Debtor objected to SEF's setoff and, thereafter, the Debtor demanded that SET deliver the disputed 4

natural gas. At the same time, the Debtor purported to assert imbalance penalties under the GTSA 5

against SET.

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9.

SET objected to the Debto's position but., nevertheless, attempted to engage in 7

discussions to resolve the outstanding issues. Although the Parties exchanged letters, no resolution 8

of these issues occurred. Finally, in late March, the Debtor acknowledged that the Parties' dispute 9

also involved the Master Gas Agreement and the ISDA. The Debtor then invoked the dispute 10 resolution procedures set forth in the GTSA. Within a week, and before that procedure had even begun, the Debtor filed its banlrupt;y petition.

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10.

In late April 2001, the Debtor advised SET that the purported imbalance charges were 13 continuing to accrue. However, the Debtor also advised SET that the Debtor would only hold SET 14 liable for such amounts if SET failed to return all the natural gas the Debtor claimed that SET still 15 owed.

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11.

Since the Debtor's April 6, 2001 bankruptcy filing, SET has continuously offered to 17 resolve the dispute and cure the penalties by, among other things, delivering the disputed natural gas.

18 Except for a Stipulation agreed to by the Parties pursuant to which SET will deliver the natural gas 19 demanded by the Debtor on a going forward basis commencing in June 2001, the Debtor has 20 responded by rejecting SET's attempts to cure the purported penalties.

21 21 I declare under the penalties of perjury under the laws of the United States that the t z 22

,C i g foregoing is true and correct. Executed this 4'b day of June 2001, at Stamford, Connecticut.

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Exhibit 1

PG&E Core Agreement No. 575e Dated: January 1, 1998 MASTER GAS PURCHASE AND SALES AGREEMENT between PACIFIC GAS AND ELECTRIC COMPANY On Behalf of Its Core Customers and SEMPRA ENERGY TRADING CORP.

Exh. I - 00003

TABLE OF CONTENTS ARTICLE Pace 1

D EFIN ITIO N S 1

2.

3

3.

DELIVERY POINT.....................................................4 5.

UPRICE..

5 "5

. P R IC r.......

5

6.

PAYM ENTS.................................................

6

7.

FINANCIAL RESPONSIBILITY.........................................................................

8

8.

WARRANTY, TITLE AND INDEMNITY......................................

9

9.

TERM.......................

10

10.

NON-PERFORMANCE..................................................10

11.

DEFAULT.....................................................

12

12.

GOVERNMENTAL RULES, REGULATIONS AND AUTHORIZATIONS 13

14.

NOTIC ES..

1 14.N O T C E 15

15.

MISCELLANEOUS 16

16.

TRANSPORTATION, NOMINATIONS, AND IMBALANCES 17

17.

QUALITY AND MEASUREMENT.............................................................

18 SIGNATURE........................................................................................

18 EXHIBIT A - CONFIRMATION NOTICE 19 Exh. 1 - 00004

MASTER GAS PURCHASE AND SALES AGREEMENT THIS AGREEMENT is made entered into and dated as of January 1, 1998 (Effective Date), by and between PACIFIC GAS AND ELECTRIC COMPANY (PG&E Core). a California corporation, and SEMPRA ENERGY TRADING CORP., a Delaware corporation ("Company"),

sometimes referred to collectively as "Parties" or singularly as "Party".

WHEREAS, PG&E Core and Company may from time to time enter into natural Gas purchase, sale, and/or exchange transactions as either Buyer or Seller pursuant to which natural Gas is delivered and received at one or rnowe'rmtually agreeable delivery points as herein.after defined; and WHEREAS, the Parties desire to set forth certain terms and conditions applicable to any future natural Gas purchase, sale and/or exchange Transactions; NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants contained herein, PG&E Core and Company mutually agree as follows:

Article I DEFINITIONS 1.1 Baseload Gas: Gas supplies sold and purchased on a Firm basis for a period of one month or less.

1.2 Business Day: Shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays.

1.3 Confirmation Notice: A written notice substantially in the form of Exhibit A. attached to the Agreement, which confirms or documents the terms of a Transaction (sale or purchase of natural gas) agreed to by the Parties pursuant to this Agreement, which Transaction shall be binding upon the Parties at the time it was entered into. More than one Confirmation Notice, each confirming one Transaction, may be effective at any one time.

1.4 Daily Contract Quantity (DCQ):

Means the daily quantity of Gas to be delivered and taken as set forth in Exhibit A.

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1.5 Delivery Period: Will be the period during which deliveries are to be made as set forth in Exhibit A.

1.6 Delivery Point: For all Gas delivered, will be such points as are mutually agreed upon between the Parties as set forth in Exhibit A.

1.7 Firm: Shall mean that either Party may interrupt-its performance without liabi1hty only to the extent that such performance is prevented for reasons of Force Majeure, provided, however, that during Force Majeure interruptions, the Party invoking Force Majeure

-may be responsible for any Imbalance Charges as set forth in Article 16, Transportation, Nominations and Imbalances, related to its interruption after the nomination is made to the Transporter and until the change in deliveries *.

receipts is confirmed by the Transporter.

1.8 Force Maieure: Shall have the meaning set forth in Article 10, Non-Performance, herein.

1.9 Gas: Shall mean any mixture of hydrocarbons and non-combustible gases in a gaseous state consisting primarily of methane.

1.10 Gigaioule or "GJ": Means one billion (1,000,000,000) Joules.

1.11 Goods and Services Tax (GST): For purposes of this Agreement, the tax imposed under the Excise Tax Act (Canada), as may be amended from time to time.

1.12 Governmental Authorit: Any and all governmental authorities and agencies having jurisdiction over a particular matter referenced in this Agreement.

1.13 Imbalance Charges: Shall mean any fees, penalties, costs or charges (in cash or kind) assessed by a Transporter for failure to satisfy the Transporter's balance an'!.'cr nomination requirements.

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1.14 Interruptible: Shall mean that either Party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability except such interrupting Party may be responsible for any Imbalance Charges as set forth in Article 16, Transportation. Nominations and Imbalances, related to its interruption after the nomination is made to the Transporter and until the c*hange in deliveries and/or receipts is confirmed by the Transporter.

1.15 Liouidated Damages: Means, in relation to a given Transaction, the amount to be paid by the Party that is in default of its obligation to perform thereunder to the Party not in

.default ofits-obligation to perform thereof. Such an amount to be calculated n -

accordance with the provisions of Article 10, Non-Performance, herein.

1.16 MMBtu: One million (1,000,000) British thermal units (Btu's). For purposes of conversion, one MMBtu shall be equal to 1.054615 Gigajoules (GJ).

1.17 Multi-Month Gas: Gas supplies sold and purchased on a Firm basis for a period greater than one month.

1.18 NOVA: Means NOVA Gas Transmission Ltd. or its successor.

1.19 Price: Means the Price stated in Exhibit A subject to the provisions of Article 5, Price, herein.

1.20 Swina Gas:

Gas supplies sold and purchased on a day-to-day basis.

1.21 Transaction:

Means a particular agreed upon purchase and sale of Gas betweer, the parties.

1.22 Transporter:

Means all Gas pipeline companies, or physical facilities thereof, transporting Gas for the Parties upstream or downstream, respectively, of the Delivery Point pursuant to a particular Exhibit A.

Article 2 PROCEDURES 2.1 The Parties will use the following procedure respecting Confirmation Notices for' Baseload Gas or Multi-Month Gas, but not for Swing Gas. Should the Parties come to an agreement regarding a Gas purchase or sale Transaction for a particular Delivery Paae 3 of 1t Exh. 1 - 00007

Period, PG&E Core shall promptly confirm the Transaction in a Confirmation Notice sent by U.S. Mail, or other delivery service or by facsimile to Company by the close of the Business Day following the date of the agreement. If a Confirmation Notice is contrary to Company's--the other party's understanding of the agreement, Company will notify PG&E Core via facsimile of its understanding of the agreement befcre the close of the second Business Day following receipt. Unless PG&E Core is so notified, a Confirmation Notice shall be final and binding on both Parties, absent manifc.s:.r mr.

The failure to send a Confirmation Notice for any Transaction shall not void *ne enforceability of any Transaction actually entered into. More than one Ccnfirmaaton Notice may be in effect at any time reflecting different transactions.

2.2 Oral discussions that lead to an agreement regarding a Transaction m. 2 evidence to show that a transaction is effective and binding-on the Parties, provided that such discussions are audio recorded pursuant to Article 15.8 hereof.

2.3 The entire agreement between the Parties will be those provisions contained in this Agreement, and any effective Confirmation Notice and any audio recordings or transcripts made pursuant to Article 15.8. In the event of a conflict between the terms of any Confirmation Notice and the terms of this Agreement, the terms of the Confirmation Notice shall govern (except with respect to Article 10, Non-Performance.)

In the event there is no effective Confirmation Notice for a Transaction, audio recordings may be utilized by the Parties to establish the terms thereof.

Article 3 DELIVERY POINT 3.1 The Delivery Point shall be as mutually agreed to by Buyer and Seller as set forth in Exhibit A and shall be identified by one or more pipeline receipt point, mner-nic, pool number, or other identifiers from which Buyer will take delivery of the Gas on Buyer's Transporter. Notwithstanding the above, if Buyer's Transporter is NOVA, the artual point of delivery will be determined by NOVA through NOVA's inventory transfer process. However, for the purposes of determining extraction rights at the Cc Extraction Plant, the Parties will assume that Buyer will take delivery of the Gas immediately downstream of the NOVA mainline receipt point.

3.2 Any Gas sold and purchased at Kingsgate shall be delivered by Seller or Seller's Transporter to Buyer's Transporter on the United States side of the international border at the interconnection of Alberta Natural Gas (ANG) and PG&E Gas Transmission Pace 4 of 1!

Exh. I - 00008

Northwest (Eastport, Idaho) where Buyer will take title of the Gas, unless otherwise agreed.

Article 4 QUANTITY 4.1 Seller shall deliver and sell and Buyer shall receive and purchase the quantity of Gas in either MMBtu per day or Gigajoules per day, as mutually determined and agreed upon as set forth in Exhibit A. Each Party will notify the other Party by telephone of any change in the quantities of Gas to be delivered or received.

Article 5 PRICE 5.1 Buyer shall pay Seller the mutually agreed Price for the agreed upon quantity of Gas delivered to Buyer or for Buyer's account at the Delivery Point. This price shall be paid in the currency set forth in the Exhibit A and shall be inclusive of all fees, expenses, and taxes applicable to the production, acquisition, transportation, and processing attributable to the Gas before the Delivery Point.

5.2 Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any Government Authority ('Taxes") on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes at and after the Delivery Point(s). If a Party is required to remit or pay Taxes that are the other Party's responsibility hereunder, the Party responsible for such Taxes shall promptly reimburse the other Party for such Taxes. Any Party entitled to an exemption from any such Taxes or charges shall furnish the other Party any necessary documentation thereof.

5.3 For Gas delivered to Buyer in Canada, Buyer will pay to Seller the GST on a monthly basis in addition to the Price of the Gas, if required by law. Buyer agrees that any "zero rated" for purposes of GST will be exported from Canada by Buyer. Upon request, Buyer shall provide Seller with exemption certificate(s) or proof of export from Canada in a form acceptable to the appropriate Taxing Authority for tax-exempt or zero-rated sales of Gas under any Exhibit A hereunder. Seller shall remit GST in the manner prescribed by law, provide suitable evidence of that payment to the Buyer, and use commercially reasonable efforts to cooperate with Buyer's efforts to obtain a GST Page 5 of 19 Exh. I - 00009

refund.

Article 6 PAYMENTS 6.1 On or before the fifteenth (15th) day of each calendar month, Seller shall render to Buyer an invoice stating the total quantity of Gas delivered during the immediately preceding month, the amount due, and if applicable, Seller's GST number and the amount of GST due. Buyer, subject to receiving a confirming statement from Buyer's Transporter for the quantity of Gas actually delivered, shall pay Seller the amount due on or before the twenty-fifth (25th) day of each month or, if the 25th falls on a weekend and/or holiday, by the first Business Day prior to the 25th (Due Date). However, if Seller's invoice is not received by the 15th, the Due Date for any GST porticn" payment shall be ten (10) Business Days after a complete invoice is received.

Payment will be made by electronic transfer of funds (wire transfer, or as mutuaily agreed automated clearinghouse transfer, or other method). Payment deadlines shall be deemed met when the electronic transfer is initiated by Buyer's financial agent to Seller or Seller's designee in accordance with Seller's Payment information in Article 13, Notices, on or before the Due Date. If Buyer's Transporter's confirming statement is not available to Buyer by the twentieth (20th) day of the month, then Buyer will pay Seller based on Buyer's good faith estimate of deliveries hereunder. The estimated quantities will then be corrected to reflect actual total quantities on the following month's statement, or as soon thereafter as available.

6.2 If, on any day, Gas is sold by Seller to Buyer at different prices and/or under more than one Exhibit A but at the same Delivery Point, and the actual quantities of Gas delivered and received for the day are less than the quantities nominated for said day, then, for payment purposes, said delivered quantities of Gas shall be allocated on a percentage equivalent basis with the quantities nominated as Multi-Month and Baseload supplies.

If the quantities delivered and received exceed the combined Multi-Month and Baseload supplies nominated for that day, then the delivered quantities in excess c; :he Multi-Month and Baseload supplies will be allocated to any Swing purchases on a percentage equivalent basis with the Swing quantities nominated.

6.3 In the event either Party shall fail to pay any amount due the other Party hereto when the same is due, interest thereon shall accrue at the lesser of the maximum lawful rate, or the rate per annum equal to the Bank of America 'Reference Rate' for interest (per Paae 6 of 19 Exh. 1 - 00010

annum) on the first day of the calendar month of the Due Date plus 2%, from the date the unpaid amount was due until paid. However, interest shall not accrue if the failure to make a payment or an adjustment to a previous statement is the result of (i) a delay or adjustment of Buyer's Transporter's statement or report, (ii) an error, as described in Sections 5.4 and 5.5 herein, or (iii) the action of a Governmental Authority, unless the payment of interest is so mandated by the Governmental Authority.

6.4 Payments for Gas purchased hereunder shall be made in accordance with Buyer's Transporter's statements. If either Party believes, in good faith, there is an error in Buyer's Transporter's statement, Buyer shall pay in full based on Buyer's T..spo~ers statement, and both Parties shall endeavor in good faith to resolve any such error with Buyers Transporter.

6.5 In the event an error is discovered in a payment rendered hereunder, the appropriate correction shall be made. Claims for errors shall be made promptly and in writing, but in no event more than two (2) year after the month of delivery, however, any refund and/or adjustment resulting from the orders, rules or regulations issued by a Governmental Authority shall be made promptly in accordance with such orders, rules, or regulations.

6.6 Each Party hereto shall have the right during normal business hours to examine copies of relevant extracts of the books and records of the other only to the extent necessary to verify the accuracy of any statement, charge, computation, payment, or demand made under this Agreement. Except as provided for herein, neither Party is required to disclose to the other PartV, any information or data that it deems confidential !r proprietary in its sole, good faith discretion. Any information that either Party discloses which it considers to be confidential shall be marked *CONFIDENTIAL'. Th- :.er Party agrees that such confidential information shall be used solely for the purposes specified in this Agreement and shall not be disclosed to any third Party except as provided for in Article 15, Miscellaneous, herein.

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6.7 When making a payment to a Party hereunder, the paying Party shall have the right to offset that payment by any amounts owed to it by the other Party ("Owing Party')

provided that adequate documentation is provided with payment which indicates the owed amount that has been offset.

Any difference (the "net settlement" of account balances) resulting after offsetting the total amount each party owes to the other Party shall be paid by the Party owing the greater amount, paying such difference to the Party hereto owing the lesser amcunt, by wire transfer on the 25th day of the month following the month of deliveries. If the 25th falls on a Saturday, Sunday or holiday other that a Monday, payment shall be made on the preceding banking day. If the purchase, sale or exchange contract calls for payment based upon seller's best gas volume estimates, where actual volumes are not available, that should be included in the net settlement amount.

In the event that any invoice or portion of any invoice as a result of the Transactions governed by this Agreement cannot be timely verified and approved for payment by net settlement in the current month such invoice or portion of an invoice shall not be held for payment by net settlement in the current month but shall be settled by net settlement, as soon as verified, by prompt payment on the net settlement payment date as set forth in Article 6.7(a) above. However, each party agrees to use every reasonable effort to achieve the objective of timely verification of invoices in order to permit payment of such invoices by the current month net settlement process.

Article7 FINANCIAL RESPONSIBILITY 7.1 Each Party shall meet or exceed the other's credit requirements during the term of this Agreement, and shall provide any financial information as requested by the other Party for the purposes of establishing creditworthiness. Either Party may require a payment guarantee or parent company's guarantee, in form and substance acceptable to the other Party, and such guarantee shall be construed and to be enforced under the !aws of the State of California.

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7.2 If any Party fails to maintain satisfactory creditworthiness, or when reasonable grounds for insecurity of payment arise, either Party may demand adequate assurance(s) of payment. Adequate assurance means sufficient security for the term specified in this Agreement or in the applicable Confirmation Notice, and may include, but is not limited to, a standby irrevocable letter of credit, a prepayment, a security in an asset acceptable to the other Party or a guarantee by a creditworthy entity.

7.3 If either Party fails to give adequate assurances or satisfactory security to the other Party within two (2) Business Days of a reasonable request by the other Party, then the other Party may suspend, or refuse to enter into, any and all Transactions, until such time that credit is established to the other Party's satisfaction, or may term.rn*'e "-;s Agreement without prior notice in accordance with the provision in 11.2.

Article 8 WARRANTY, TITLE AND INDEMNITY 8.1 Title to the Gas shall pass from Seller to Buyer at the Delivery Point. Seller warrants it will have the right to sell the Gas delivered hereunder, that the title on such Gas will be free from liens and adverse claims of every kind, and that it will indemnify, protect, and hold Buyer harmless from and against any and all adverse claims or encumbrances on said Gas. In the event of an adverse claim, Buyer may in addition to all its other rights, suspend its obligation of payment. Seller shall be deemed to be in exclusive control and possession of the Gas and responsible for any damage or injury caused thereby until the Gas has been delivered to Buyer, or for Buyer's account, at the Delivery Point.

In addition, Seller warrants that it will have any governmental authorizations required for the delivery and sale of said Gas at the Delivery Point.

8.2 Without limiting the obligation of Seller, Buyer agrees to indemnify Seller and save it harmless from all suits, actions, debts, accounts, damages, costs, losses, liabilities and expenses arising from or out of claims of any or all persons to the Gas delivered hereunder or other charges thereon, which claims arise or charges attacý.?

-, after T.Uc passes to Buyer.

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Article 9 TERM 9.1 The terms and conditions of this Agreement shall be effective from the date first written above and shall remain in full force and effect unless terminated. Either Party may, at its sole option, terminate this Agreement effective thirty (30) days after giving written notice to the other Party. Any liabilities or obligations outstanding hereunder as of the termination of the Agreement shall survive such termination.

Article 10 NON-PERFORMANCE 10.1 Under this Agreement, a Force Majeure shall be an event which could not have been reasonably anticipated or controlled that prevents performance in whole or in part of this Agreement. However, for the purpose of a Baseload and Multi-Month Transactions, the term Force Majeure shall not include: (i) any preferential right by third Parties to purchase or call back Gas; (ii) any increases or decreases in the cost or resale price of Gas or market demand for Gas; (iii) any increases or decreases in the cost of processing or transporting Gas; (iv) any non-performance or interruption of Interruptible transportation service, unless firm transportation is also curtailed on the affected pipeline; and (v) any non-performance by Seller's Gas supplier.

Furthermore, the term Force Majeure shall mean, to the extent that transportation on any pipeline or Seller's supply of contract Gas is curtailed or interrupted as a result of any of the following occurrences, (i) acts of God including, without limitation, epidemics, landslides, lightning, earthquakes, fire, storms, floods or washouts; (ii) strikes, lockouts or industrial disputes or disturbances; (iii) arrests and restraints of ruler or people or interruptions by reason of government or court orders or the necessity for compliance with any court order, law, statute, ordinance of regulation promulgated by any governmental authority having or asserting jurisdiction; (iv) acts of the public enemy, wars, riots, blockades or insurrections; (v) inability to secure labor or inability to produce, supply, or transport Gas by reason of allocations promulgated by authorized governmental agencies; (vi) explosions, breakage or accident to machinery or lines of pipe at sources of supply or in pipelines; (vii) freezing of wells or pipelines in a broad geographical area; (viii) shutting-down facilities for the making of repairs, alterations, tests or maintenance at sources of supply or on pipelines Paae 10 of 19

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(including, without limitation, delays which are caused by the delay in receiving major items of equipment or necessary services); and any other cause of the type or kind aforesaid.

10.2 A Force Majeure shall not be deemed to occur (i) to the extent it is caused by the negligence or contributory negligence of the Party claiming the event; (ii) if the Party claiming the event, upon first becoming aware of its occurrence and nature, fails to provide prompt notice of such to the other Party; (iii) if the Party claiming the event fails to exercise, to the extent which is reasonable under the circumstances, due diligence to remove or overcome any disability to its performance caused by it.

10.3 If a Party fails to fulfill its obligation to sell or purchase Gas hereunder and such failure is not due to a Force Majeure, this shall be considered non-performance. Provisions for non-performance for Baseload and Multi-Month transactions shall be specified below. Additionally, non-performance on Baseload or Swing Gas transactions may result, at the performing Party's sole option, in the non-performing Party's suspension from eligibility for future Multi-Month and Baseload sale and purchase arrangements for a period of up to one year or longer. Non-performance on Baseload or Swing Gas shall not be grounds for termination of any existing Multi-Month or Baseload purchase agreements, except as provided under Article 11, Defaul., below.

10.4 Except for an event of Force Majeure of the Agreement, any Party that does not fulfill 100% of its obligation shall pay the other Party a Liquidated Damages Fee, which shall be calculated using the formulas set forth below. The calculation is based on the Price for the specified Daily Contract Quantity, and a fixed US $0.12 per MMBtu. The Parties hereto acknowledge and agree that the amounts which may be payable hereunder Article 10.4 shall be conclusively deemed to be Liquidated Damages and shall not be construed as a penalty. No Party shall be liable to the other Party for loss of profit, punitive, exemplary, or consequential damages.

The formula for the Seller's Liquidated Damages Fee, paid to Buyer, shall be as follows:

LD =

(DD + US$0.12) x FV DD =

(BDP - CP)

The formula for Buyer's Liquidated Damages Fee, paid to Seller, shall be as follows:

LD =

(DD + US$0.12) x FV DD =

(CP-SDP)

Definitions:

Pace 11 of 19 Exh. 1 - 00015

LD =

Liquidated Damages Fee. The minimum non-performance fee, if the Daily Differential (DD) is less than zero, shall be USSO.12 per MMBtu times the Failed Volume (FV).

DD =

Daily Differential. If the Daily Differential is negative, then zero will be used.

FV =

Failed Volume. The volume of Gas that was either undelivered or untaken and not excused by an event of Force Majeure.

CP =

Contract Price (as defined in Exhibit A)

BDP =

Buyer's Daily Price. For AECO Gas, the AECO daily index shall be used.

For San Juan Gas the highest daily basin price, either San Juan or Perm'al will be used.*

SDP =

Seller's Daily Price. For AECO Gas, the AECO daily index shall be used.

For San Juan Gas the lowest daily basin price, either San Juan or Permian will be used.*

The Canadian price will be determined by using Canadian Enerdata Ltd.'s, publication Canadian Gas Price Reporter Canadian Domestic Gas Price Report. The daily Car.:-"--.

price will be from the table Daily Spot Gas Price at AECO C & Nova Inventory Transfer, Avg. Price USS/MMBtu.

The daily San Juan price will be determined by using Intelligence Press, Inc., NGI's Daily Gas Price Index from the Cashmarket Prices table. The daily Permian price will be the average West Texas, El Paso Permian price. The daily San Juan price will be the average Rocky Mountains, El Paso - San Juan price.

Article 11 DEFAULT 11.1 Notwithstanding any other provision hereof, a "Default" shall occur if either Party (the "Defaulting Party") shall: (a) become bankrupt or insolvent, however evidenced, or be unable to Oay its debts as they-fall due; (b) file a petition or otherwise commence a proceeding under any oankruptcy, insolvency, reorganization or similar law, or have any such petition filed or proceeding commenced against it; (c) have a liquidator, adm.in:t;#!jr, receiver, conservator or trustee appointed with respect to it or any substantial portion of its property or assets; (d) fail to pay or perform when due any material obligation to the other Party (the "Performing Party"); or (e) fail to provide adequate assurance of its ability to perform all of its outstanding obligations to the Performing Party under this Agreemer'.

within two Business Days of a demand thereof when the Performing Party has reasonable grounds for insecurity. After a Default, the Performing Party shall have the right on two Business Days prior wyritten notice to the Defaultinq Party (except in the case of a Default specitiea in clause (b) above, in which case no notice is required) if there has been no cure, to cancel and liquidate this Agreement and all Exhibits and Amer iarments-attac-heu nere.,.

Paoe 12 of 19 Exh. 1 - 00016

11.2 Within (2) two Business Days after cancellation of this Agreement, the Defaulting Party shall pay to the Performing Party a settlement payment in an amount equal to the Performing Party's Loss. For the purposes of this Article, "Loss" means the amount determined by the Performing Party in a commercially reasonable manner to be its total actual losses and costs resulting from such Default and the Defaulting Party's failure to perform its obligations hereunder, including, without limitation, the cost of replacing the Defaulting Party's obligations with respect to Gas not yet delivered. In addition, the Defaulting Party shall be responsible for all costs and expenses incurred by the Performing Party as a result of that Default (including, without limitation, reasonable attorneys' fees anc disbursements). However, in no event shall either Party be liable for consequential, exemplary, punitive, indirect, or, except as provided herein, incidental damages. The Performing Party may set off any or all amounts which the Defaulting Party owes to it against any or all amounts which it owes to the Defaulting-Party. The Performing Party's rights under this Article are in addition to, and not in limitation or exclusion of, any other rights which the Performing Party may have under the terms of this Agreement. This provision is applicable regardless of negligence or fault.

Article 12 GOVERNMENTAL RULES, REGULATIONS AND AUTHORIZATIONS 12.1 This Agreement shall be subject to all valid applicable laws, orders, rules, and regulations of any Governmental Authority having jurisdiction in the sale and purchase of Gas hereunder and this Agreement shall be construed consistently with all applicable laws, orders, rules, and regulations to the extent possible. If and to the extent that any court of competent jurisdiction determines it impossible to construe any provision of this Agreement consistently with any applicable law, order, rule, or regulation and consequently holds that provision to be invalid, such holding shall in no way affect the validity of the other provisions of this Agreement, which shall remain in full force and effect.

12.2 Buyer and Seller agree to file on a timely basis all of their respective applications, affidavits, statements, reports and notices required under the rules or regulations oi any Governmental Authority having jurisdiction in the sale and purchase of Gas hereunder and shall, upon request, provide each other with any information necessary to comply with the reporting or filing requirements of any Governmental Authority having jurisdiction.

Article 13 Page 13 of 19xh.

1-00017

ASSIGNMENT 13.1 The provisions of this Agreement will be binding upon and inure to the benefit of the successors and assigns of each of the Parties hereto. Neither Party shall assign any of its rights or obligations hereunder without the consent of the other Party unless such an assignment is to an affiliate, subsidiary or successor-in-interest of all or part of the business of the assignor and such entity has a credit status which is at least as h~gh as that of the assignor. Any consent required by this Article 13.1 shall not be unreasonably withheld.

Page 14 of 19 Exh. 1 - 00018

Article 14 NOTICES Any notice, request, demand, or statement provided for in this Agreement shall be in writing and deemed given when transmitted via telecopy to the telecopier number of the Parties as follows or when delivered by courier to the applicable address below:

PACIFIC GAS AND ELECTRIC COMPANY Billings and Statements Pacific Gas and Electric Company P.O. Box 770000 - Mail Code 85F San Francisco, California 94177 Attention: Gas Accountant Analyst Telephone No.(415) 973-1157 Facsimile No. (415) 973-9213 Notices and Correspondence Street Address:

Pacific Gas and Electric Company Gas Procurement P.O. Box 770000 - Mail Code B5F San Francisco, California 94177 Attention: Contract Administrator Telephone No. (415) 973-0928 Facsimile No. (415) 973-9213 SEMPRA ENERGY TRADING COMPANY Billings and Statements Sempra Energy Trading Corp.

58 Commerce Road Stamford, CT 06902 Attention: Gas Accountant Analyst Telephone No.(203) 355-5000 Facsimile No. (203) 355-5001 Notices and Correspondence Street Address:

Sempra Energy Trading Corp.

58 Commerce Road Stamford, CT 06902 Attention: Contract Administrator Telephone No.(203) 355-5000 Facsimile No. (203) 355-5001 Federal Express/Courier Address Gas Procurement 77 Beale Street - Mail Code B5F San Francisco, California 94105 Attention: Contract Administrator Payments (for electronic funds transfer)

Payment under this Agreement by either Buyer or Seller shall be made in transferable funds to the receiving Party's account. Payment account information, or future modifications of payment information, shall be provided in writing within 20 (twenty) days notice prior to payment receipt.

Questions on electronic funds transfers PG&E Cash Mgmt. - (415) 973-7066 Paqe 15of 19 Exh. I -O00l 9

Article 15 MISCELLANEOUS 15.1 No waiver by either PG&E Core or Company of any default of the other under this Agreement shall operate as a waiver of any future default, whether of like or different character or nature.

15.2 This Agreement may be amended only by a written instrument executed by the Parties hereto, except as provided in Article 14, Notices, herein.

15.3 The headings of Articles throughout this Agreement are inserted for reference purposes only, and are not to be construed or taken into account in interpreting the terms and provisions of any Article, nor to be deemed in any way to qualify, re:d."

explain the effects of any such term or provision.

15.4 THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. The Parties agree to submit to the jurisdiction of the courts of the State of California for the construction, interpretation and enforcement of such laws as they relate to this Agreement. This Agreement was prepared by both Parties hereto and not by any Party to the exclusion of the other Party. Any ambiguities shall not be construed against either Party; instead an effort shall be made to reconstruct the intent of the Parties in effecting this Agreement.

15.5 Each Party agrees that it will maintain this Agreement, and all parts and contents thereof, in strict confidence, and that it will not cause or permit disclosure of same to any third Party without the express written consent of the other Party; provided, however, disclosure by a Party is permitted in the event and to the extent (a) required by a court or agency exercising jurisdiction over the subject matter hereof, by law, order, rule or regulation, or (b) as necessary to obtain transportation of the Gas covered by this Agreement. In such event, the disclosing Party shall require appropriate non-disclosure commitments from the Parties receiving confidential information. Notwithstanding the above, PG&E Core may disclose this Agreement to the staff of the California Public Utilities Commission on a confidential basis pursuant to Section 583 of the California Public Utilities Code.

Paae 16 of 19 Exh. 1 - 00020

15.6 Neither Party shall have nor be considered to have rights of or exclusive dealings with the other Party regarding the purchase or sale of Gas by reason of execution or operation of this Agreement and nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, or any liability to any third Party.

References to either Party or Parties shall include their respective designees or agents.

15.7 Except as provided for herein, neither Seller nor Buyer shall be liable for damages arising out of the sale or purchase of Gas hereunder.

15.8 Each Party consents to the audio recording of its employees' conversations with the other Party and any audio recording, or audio recordings with written transcripts thereof, may be submitted to any court for the purpose of establishing any matter relating to a Transaction and such audio recording (including transcript) shall be deemed to be a 'writing" for purposes of applying California Uniform Commercial Code, section 2-201 to establish the enforceability of a Transaction. Any audio recording or transcripts thereof shall be made available to the other Party upon written request.

Article 16 TRANSPORTATION, NOMINATIONS. AND IMBALANCES 16.1 Unless otherwise agreed by the Parties in an Exhibit A-Confirmation Notice:

(a)

Seller will have the sole responsibility for nominating and transporting Gas, CT ensuring that the Gas is nominated and transported, to the Delivery Point, as set forth in Exhibit A.

(b)

Buyer will have the sole responsibility for nominating and transporting Gas, or ensuring that the Gas is nominated and transported, at and after the Delivery Point, as set forth in Exhibit A.

16.2 The Parties will coordinate their nomination activities, giving sufficient time to meet !.

deadlines of the affected Transporter(s). Each Party shall give the other Party timely prior notice, sufficient to meet the requirements of all Transporter(s) involved in the Transactions, of the quantities of Gas to be delivered and purchased each Day.

Should either Party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such Party shall promptly notify the other Party.

Page 17 of 19 Exh. 1 - 00021

16.3 The Parties will use all reasonable efforts to avoid imposition by any Transporter, including Pacific Gas and Electric Company's California Gas Transmission Department, of Imbalance Charges or Operational Flow Order (OFO) or Emergency Flow Order (EFO) noncompliance charges or similar charges. If a Buyer or Seller receives an invoice from a Transporter that includes such charges, the Parties shall determine the validity as well as the cause of such charges. If the charges were incurred as a result of Buyer's actions or inactions (which shall include, but shall not be limited to, Buyer's failure to accept quantities of Gas equal to the Scheduled Gas), then Buyer shall pay for such charges, or reimburse Seller, within ten (10) C6jy

.. 3:; -,'s receipt of Seller's invoice, for such charges paid by Seller to the Transporter. If the charges were incurred as a result of Seller's actions or inactions (wh'.:-:

but shall not be limited to, Seller's failure to deliver quantities of Gas equal to the Scheduled Gas), then Seller shall pay for such charges or reimburse Buyer, "¢"thin ten (10) days of Seller's receipt of Buyer's invoice, for such charges paid by Buyer to the Transporter.

Article 17 QUALITY AND MEASUREMENT 17.1 All Gas delivered shall meet the quality and heat content requirements of the Transporter. The Gas delivered hereunder will be at the operating pressure reo,-ed by Transporter. Measurement of Gas quantities hereunder shall be in accordane.c with the established procedures of the Transporter. The unit of quantity measureme:.

purposes of this Agreement will be specified in the applicable Exhibit A IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as cf :'..= da'. and year hereinabove written.

PACIFIC GAS AND ELECTRIC COMPANY SEMPRA ENERGY TRADING CORP.

B)rBy:__

Name: Trista Berkovitz Name:

,J.

Title:

Manager-Gas Procurement

Title:

Date: ____________Date:_

Paqe 18 of 19 Exh. 1 - 00022

PG&E CORE Agreement No.

EXHIBIT A CONFIRMATION NOTICE Exhibit A. dated _

is entered into pursuant to the Master Gas Purchase and Sales A2reement bevtweer.

PG&E Core and

. dated 1999. Core Agreement No We are pleased to confirm the oral agreement of _1998 between PG&E. and as described below:

1.

Buyer:

2.

Seller:

3.

Delivery Period:.

4.

Daily Contract Quantity (DCQ):

5.

Price:

6.

Performance Obligation:

7.

Flex:

{if applicable)

Begin:

End:

I GJ/day or fA,__

MBtiLda3.

CS / GJ or USS / MMBtu UIndex. if avolicablel

[e.g.. Firn or Ibierruptible I Buyer shall have the right to reduce Buyer's nomination by up to 100% of the CQ for any designated days during each month of the Term.

8.

Delivery Point:

9.

Contract Terms:

This Transactions shall be governed by the terms and conditions contained in the Master Gas Purchase and Sales Agreement, PG&E CORE Agreement No.

and the terms and conditions set forth herein Ex,.ult A. In the event of a conflict between the terms in this Exhibit A and the terms of the Agreement. the terms of Exhibit A will govern.

10.

Special Provisions:

ACCEPTED AND AGREED PACIFIC GAS AND ELECTRIC COMPANY Signature:

Name:

David W. Clare

Title:

Director - Gas &Transportation Trading Date:

SEMPRA ENERGY TRADING CORP.

Signature:

Name:

Title:

Date:

Page 19 of 19 Exh. I - 00023

Exhibit 2

GAS TRANSMISSION SERVICE AGREEMENT This Gas Transmission Service Agreement (GTSA) is made by and between PACIFIC GAS AND ELECTRIC COMPANY (PG&E), a California Corporation, and SEMPRA ENERGY TRADING CORP. (Customer), a Delaware Corporation. PG&E and Customer each shall be referred to herein as a Party and together as Parties.

Subject to the provisions of this GTSA and the applicable PG&E gas Rules and Rate Schedules, PG&E agrees to make available to Customer the following categories of service:

Gold Coast Transportation Services Golden Gate Market Center Services, including Storage Services Election of any or all of such services by Customer and acceptance and authorization by PG&E shall be evidenced by the signatures of Customer and PG&E on the Exhibit(s) under this GTSA which shall describe the specific terms and conditions of the service transactions to be performed.

1.

TERM 1.1 This GTSA shall be effective upon the date that both parties have executed the agreement or on March 1, 1998. The initial term shall be twelve (12) months. Thereafter this GTSA shall continue from month to month unless terminated by either Party upon thirty (30) days' prior written notice to the other. Notwithstanding the above: (a) Neither Customer nor PG&E may unilaterally terminate this GTSA prior to the termination date for service set forth in any Exhibit executed by Customer and PG&E under this GTSA, and (b) PG&E may terminate this GTSA at any time in accordance with Paragraph 6.3 hereof or in accordance with PG&E's gas Rule 25 and may do so without thirty (30) days' prior written notice to Customer.

2.

RATES AND CONTRACT QUANTITIES 2.1 The rate(s) to be charged for service(s) provided pursuant to this GTSA shall be as specified in the Exhibit(s) incorporated hereunder and applicable Rate Schedule(s), and Customer shall pay PG&E each billing period for all services rendered at the agreed-upon price.

2.2 PG&E shall have the unilateral right to apply at any time to the appropriate regulatory authority and, subject to approval thereof, make effective changes in the rates and charges applicable to services provided under this GTSA, the Rate Schedule(s) pursuant to which service hereunder is rendered, or any provisions of the applicable PG&E gas Rules.

2.3 The contract quantities for all services provided pursuant to this GTSA shall be as specified in the Exhibits incorporated hereunder.

3.

BILUNG AND PAYMENT 3.1 Bills shall be rendered and payments shall be due in accordance with gas Rule 25.

Section C.

3.2 If an error is discovered in any bill rendered by PG&E, the amount of such error shall be adjusted, provided that a valid claim therefore is made within twelve (12) months from the date of the bill containing the original error.

3.3 Either Party may submit a billing dispute for resolution in accordance with Section 9; however, PG&E's remedies for late payments pursuant to Section C of gas Rule 25 shall be available notwithstanding such dispute resolution process.

Form No.79-866 January 1998 Products and Sales Exh. 2 - 00024

4.

GAS QUALITY AND OPERATING PROCEDURES 4.1 Gas delivered to PG&E by or on behalf of Customer pursuant to this GTSA shall meet the gas quality specifications set forth in PG&E gas Rule 21, as may be amended from time to time.

4.2 Customer shall conform to the operating procedures set forth in all applicable PG&E gas Rules in effect during the term of this GTSA.

5.

WARRANTY OF TITLE AND RISK OF LOSS 5.1 Customer warrants, for itself and its successors, that it will have at the time of delivery of gas to PG&E good title to such gas and that all gas delivered to PG&E for performance of service hereunder shall be eligible for all requested service under applicable rules, regulations.

or orders of the California Public Utilities Commission (CPUC), or other agency having jurisdiction.

Customer shall indemnify PG&E and save and hold PG&E harmless from all claims, demands, suits, actions, damages, losses, expense (including attorneys' fees) and costs connected with regulatory, administrative, or judicial proceedings arising from any breach of this warranty, or any breach of this indemnification provision.

5.2 Risk of loss of gas delivered to PG&E pursuant to an Exhibit incorporated hereunder shall pass to PG&E upon delivery of such gas to PG&E and shall pass from PG&E to Customer upon delivery from PG&E to or on behalf of Customer.

6.

GOVERNMENTAL AUTHORITY 6.1 All of the provisions of this GTSA shall be subject to all present and future applicable federal or state laws, orders, rules and regulations of governmental authorities having jurisdiction. This GTSA shall at all times be subject to such changes or modifications by the CPUC as the CPUC may, from time to time, direct in the exercise of its jurisdiction.

6.2 The Parties recognize that PG&E has entered into transactions hereunder based on its good faith understanding that all acts, obligations, and services performed or to be performed by PG&E hereunder, and the charges therefore, are exempt from the regulation of the Federal Energy Regulatory Commission (FERC), except those interstate transactions that are permitted under PG&E's blanket certificate issued pursuant to Section 284.224 of the FERC's regulations. These interstate transactions shall be provided subject to the provisions of Part 284, Subpart C of the FERC's regulations as may be amended from time to time.

6.3 PG&E retains the right to terminate immediately the offering or furnishing of any services hereunder if the continued performance of such services could reasonably be determined to jeopardize continuance of PG&E's Hinshaw Exemption pursuant to Section 1 (c) of the Natural Gas Act

7.

ASSIGNMENT 7.1 Assignment of GTSAI This GTSA shall be binding on and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that neither Party shall assign or transfer this GTSA or any part thereof, or any right or obligation hereunder, without the written consent of the other Party, which consent may not be withheld unreasonably.

Notwithstanding the above, assignment of the entire interest and obligations of PG&E hereunder may be made to a parent or affiliate of PG&E, or to an entity succeeding to all or substantially all of the business properties and assets of PG&E, following written notice to Customer, and without the wrtten consent of the Customer.

2 Form No.79-866 January 1998 Products and Sales Exh. 2 - 00025 I

7.2 Assignment of Exhibits: Notwithstanding Paragraph 7.1, Customer may assign individual Exhibits incorporated hereunder to third parties who have executed a GTSA with PG&E subject to the following conditions:

7.2.1 Such assignments may consist of all or a portion of Customer's contract quantity and all or part of Customer's remaining contract term as set forth in the subject Exhibit In order to effect assignment of an individual Exhibit, Customer must provide PG&E with written notice using an Assignment of Gas Transmission Services (Form No.79-867) bearing the proposed assignee's authorized signature and must obtain PG&E's written consent 7.2-2 If PG&E determines that the proposed assignee satisfies PG&E's creditworthiness requirements as specified in gas Rule 25, PG&E shall approve the assignment and thereafter the assignee shall be responsible for the performance of all obligations and duties pursuant to the assigned Exhibit and shall make any payments due under the assigned Exhibit directly to PG&E 7.2.3.

If PG&E determines that the proposed assignee does not satisfy PG&E's creditworthiness requirements, PG&E will approve the assignment if Customer agrees in writing to be secondarily liable for non-performance under the Exhibit by the assignee and if PG&E determines that Customer is sufficiently creditworthy.

8.

DISPUTE RESOLUTION 8.1 Any dispute, claim, or need for interpretation arising out of or relating to this GTSA which cannot be resolved after good faith discussions between the Parties within thirty (30) days of written notice from either Party to the other that there is such a dispute, claim, or need for interpretation shall be resolved in the manner set forth in Paragraphs 8.2 and 8.3. which shall be in lieu of litigation before any regulatory agency or in any state or federal court except to the extent that (i) both Parties agree to bring the matter before the CPUC; (ii) the matter is within the jurisdiction of the CPUC, and (iii) the CPUC is willing to accept the matter for resolution.

8.2 At either Party's request, the Parties shall submit their dispute to non-binding mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association (AAA). The Parties shall establish specific ground rules for the mediation at least fourteen (14) days in advance of the mediation meeting. The mediation shall be held in San Francisco, California, and shall commence within thirty (30) days of a Party's request for mediation. Each Party shall bear its own mediation costs. The costs and expenses of the mediator shall be divided equally between the Parties.

8.3 If no settlement is reached as a result of the procedures prescribed in Paragraph 8.2. the matter shall be submitted to binding arbitration pursuant to the Commercial Arbitration Rules of the AAA (including any rules for expedition of the hearing process); provided, however, such rules shall be modified as necessary to reflect the following:

8.3.1 Unless the Parties otherwise agree, the arbitration panel shall be composed of three persons. Each Party shall nominate one arbitrator, and the two arbitrators so appointed shall appoint a third, who shall act as the presiding arbitrator or chair of the panel. If either Party fails to nominate an arbitrator within thirty (30) days of receiving notice of the nomination of an arbitrator by the other Party, such (second) arbitrator shall be appointed by the AAA at the request of the first Party. If the two arbitrators so selected fail to select a third arbitrator, the third arbitrator shall be appointed by the AAA. Should a vacancy occur on the panel, it shall be filled by the method by which that arbitrator was originally selected.

8.3.2 The arbitration shall be held at a location to be agreed to by the Parties, or, failing such an agreement, at San Francisco, California.

8.3.3 The arbitrators shall hold a preliminary meeting with the Parties within thirty (30) calendar days of the appointment of the third arbitrator for the purpose of 3

Form No.79-866 January 1998 Products and Sales Exh. 2 - 00026

determining or clarifying the issues to be decided in the arbitration, the specified procedures to be followed, and the schedule for briefing and/or hearings. The arbitrators shall hold a hearing and, within one hundred and twenty (120) calendar days of the preliminary meeting (except in extraordinary cases), shall issue a written decision, supported by a majority of the arbitrators, and include findings of fact and conclusions of law. Such decision shall thereafte, be deemed to be part of this GTSA and incorporated by reference herein.

8.3.4 If one or both of the Parties have a substantial need for discovery in order to prepare for the arbitration hearing, the Parties shall attempt in good faith to agree on a minimum plan for expeditious discovery. Should they fail to reach agreement, either Party may request a joint meeting with the presiding arbitrator to explain points of agreement and disagreement, and the presiding arbitrator shall thereafter promptly determine the scope of discovery and the time allowed therefore.

8.3.5 Pending such written decision and findings of facts and conclusions of law as set forth in subparagraph 8.3.3, the Parties shall continue to operate under the GTSA as on the date the arbitration was requested. however, the decision by the panel should consider specifically the appropriateness of retroactive adjustments to the date the dispute first arose.

8.3.6 The allocation of costs of arbitration shall be considered and determined by the panel in connection with its decision, and, for example, the entire costs of such proceeding, including reasonable attorneys' fees (for in-house and outside counsel) may be awarded to the prevailing Party.

8.3.7 The United States District Court for the Northern District of California or a Superior Court of the State of California may enter judgment upon the panel's decision, either by confirming the decision or by vacating, modifying, or correcting the decision.

The Court may vacate, modify, or correct any such decision only: (i) if there exist any of the grounds referred to in the United States Arbitration Act, or (ii) to the extent that the panel's conclusions of law are erroneous.

8.3.8 In the event it is necessary to enforce an arbitration award, all costs of enforcement, including reasonable attorneys' fees (for in-house and outside counsel),

shall be payable to the prevailing Party.

8.4 The resolution of disputes subject to this Section 8 shall be governed, and the arbitrators shall render their decision in accordance with, the substantive laws of the State of California, without regard to its choice of law rules. Notwithstanding the foregoing, questions concerning the arbitrability of any issue under this dispute resolution clause shall be governed exclusively by the United States Arbitration Act.

8.5 Neither Party shall be liable under this GTSA for any punitive or exemplary damages.

9.

FORCE MAJEURE 9.1 The term "force majeure," as employed herein, shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockage, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, high water, washouts, civil disturbances, explosions, breakage or accident to machinery or lines of pipe, the necessity for making non-routine repairs, non-routine alterations to machinery or lines of pipe, freezing lines of pipe, acts of civil or military authority (including, but not limited to, courts, or administrative or regulatory agencies), and any other cause, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which, by the exercise of due diligence, that Party is unable to prevent or overcome.

9.1.1 It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and the above 4

FForm No.79-866 January 1998 Products and Sales Exh. 2 - 00027

requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts when such course is inadvisable in the discretion of the Party having the difficulty.

9.1.2 It is understood and agreed that *force majeure" as used herein shall not include, nor are exclusions limited to, scheduled and routine maintenance and repairs of machinery and lines of pipe, operational flow orCars or emergency flow orders in accordance with PG&E gas Rule 14, financial considerations, or the unavailability of upstream or downstream transportation or supply.

9.2 In the event Customer or PG&E is rendered unable, wholly or in part, by force majeure to carry out its obligations under this GTSA, it is agreed that, upon such Party giving notice and reasonably full particulars of such force majeure in writing (or by facsimile or telephone if confirmed in writing within seventy-two (72) hours) to the other Party within five business days of the onset of the force majeure condition, then the obligations of the Party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of the effects of the cause, and the Party subject to such cause shall remedy it so far as possible with all reasonable dispatch; provided, however, that no force majeure shall be cause for delay in the payment for services rendered prior to its inception.

10.

NOTICE 10.1 Unless expressly provided herein to the contrary, any notice called for in this GTSA shall be in writing and shall be considered as having been given if delivered by facsimile (if followed in a timely manner by confirming documents). courier, or registered mail, with all postage or charges prepaid, to either PG&E or Customer at the address designated below.

10.2 Routine communications, including monthly statements and payment, shall be considered duly delivered when received by ordinary mail or by facsimile (if confirmed by telephone communication and followed by confirming documents).

10.3 Customer's daily nominations shall be considered as duly delivered when received by ordinary mail, facsimile, or electronic data interchange.

10.4 The addresses of the Parties to be usea for notices are as follows:

Formal Communications, Offers and Acceptances Name:

Ms. Stefanie Katz Company: Sernpra Energy Tradino Corp.

Department Enemy Address:

One Greenwich Plaza Greenwich, CT 06830 Telephone No.:

(203) 861-3669 Facsimile No.:

(203) 861-3827 Pacific Gas and Electric Company Manager, Products and Sales P. O. Box 770000. Mail Code NI5A San Francisco, CA 94177 Telephone No.: (415) 973-7974 Facsimile No.: (415) 973-0881 Billing Communications Name:

Mr. Carl Peterson Company:

Sempra Energy Trading Corp.

Department Energy Address:

One Greenwich Plaza Greenwich, CT 06830 Telep mne No.:

(203) 861-3765 Facsimile No.:

(203) 861-3827 Pacific Gas and Electric Company Manager, Products and Sales P. O. Box 770000, Mail Code N15A San Francisco, CA 94177 Telephone No.: (415) 973-7974 Facsimile No.: (415) 973-0881 Form No.79-866 January 1998 Products and Sales Exh. 2 - 00028

aI-Payments Name:

Mr. Carl Peterson Pacific Gas and Electric Company Company:

Sempra Enery Trading Corp.

Payment Processing Center Department Energy P. 0. Box 770000, Mail Code B5C Address:

One Greenwich Plaz-a San Franci--o, CA 94177 Greenwich, CT 06830 Telephone No.: (800) 743-5000 Telephone No.:

(203) 861-3765 Facsimile No.:

(203) 861-3827 Operating Communications Name:

Mr. Carl Peterson Company:.

Sempra Enemy Tradina Corp.

Department Enermy Address:

One Greenwich Plaza Greenwich, CT 06830 Telephone No.:

(203) 861-3765 Facsimile No.:

(203) 861-3827 Pacific Gas and Electri Company Gas Transportation Supervisor P. O. Box 770000, Mail Code 816A San Francisco, CA 94177 Telephone No.: (415) 973-2424 Facsimile No.: (415) 973-0649 10.5 Either Party may from time to time change or designate any other name or address for such purposes upon timely notice by the Party requesting such change.

11.

ADDmONAL PROVISIONS 11.1 This GTSA and the obligations of the Parties hereunder shall be controlled by, interpreted, and construed in accordance with the laws of the state of California without regard to the principles of conflicts of law or other principles that might refer the governance of the construction of this GTSA to the law of another jurisdiction.

11.2 This GTSA in all respects shall be and remains subject to applicable PG&E gas Rules and Rate Schedules in effect during the term of this GTSA as they may change from time to time.

11.3 PG&E shall not be required to perform or to continue to perform service under this GTSA if Customer becomes insolvent. or fails to establish or confirm its creditworthiness within a reasonable period following PG&E's request. Customer agrees to provide PG&E, initially and on a continuing basis as requested by PG&E, evidence of Customer's creditworthiness as a condition of Customers eligibility to receive service under this GTSA.

11.4 No consent or waiver, express or implied, by either Party to any breach or default by the other Party in the performance of obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default, whether of a like or of a different character. Failure dn the part of either Party to complain of any act or failure to act by the other Party or to declare the other Party in default, regardless of how long such failure continues, shall not constitute a waiver by such Party of any of its rights hereunder.

11.5 No Party shall be obligated to finance, construct, add to, alter, or modify any facilities in connection with the receipt or performance of services pursuant to this GTSA.

11.6 This GTSA is intended to be solely for the benefit of the Parties and their permitted successors and assigns, and, except as may be specifically set forth herein, is not intended to and shall not be construed to confer upon any other party any other rights or benefits.

Nothing in this GTSA shall be construed to create any duty to, any standard of care with reference to, or any liability to any third party.

11.7 Nothing in this GTSA shall be deemed to create any rights or obligations between the Parties hereto after the termination or expiration of this GTSAý however, termination or expiration of this GTSA shall not relieve either Party of the obligation to correct any volume 6

Form No.79-866 January 1998 Products and Sales Exh. 2 - 00029

1t-imbalances; or relieve Customer of the obligation to pay any amounts due to PG&E for service provideg prior to the date of termination or expiration.

11.8 PG&E shall have no liability to any Customer, or any assignee thereof, for any curtailment or interruption of service or losses of gas pursuant to this GTSA, PG&E's gas Rules or rate schedules. The liability of PG&E for any curtailments or interruptions or gas losses otherwise arising out of mistakes, omissions, interruptions, delays, errors or defects in any of the gas services or facilities furnished by PG&E shall in no event exceed an amount equal to any applicable pro rats charges for the period during which the services or facilities are affected by the mistake, omission, interruption, delay, error or defect and under no circumstances shall PG&E be liable to Customer, or assignee thereof, for consequential, indirect or punitive damages for an interruption or curtailment of service or losses of gas, whether arising in contract, Tort (including negligence) or otherwise; provided, however, that the provisions hereof shall not apply to damages cpused by willful misconduct, fraudulent conduct or violations of law.

ft 11.9 Unless otherwise provided, all substances, wthether or not of commercial value and including all liquid hydrocarbons of whatever nature, that PG&E recovers in the normal course of providing service to Customer hereunder, shall be PG&E's sole property, and PG&E shall have no obligation to account to Customer for any value that may attach or be said to attach to such substances.

11.10 Any provision of this GTSA that is prohibited by or unenforceable in any applicable jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

11.11 PG&E may accept facsimile copies of this GTSA and any other notices or agreements hereunder, and the same shall be binding on Customer as though they were original signed documents. PG&E may accept the signature of any representative of Customer on any such agreement or notice, and the same shall be binding on Customer without any obligation on PG&E's part to verify that the person so signing has authority to bind Customer provided that Customer may, and has the affirmative obligation to, provide PG&E with a list of people authorized by Customer to execute such documents or agreements with PG&E, and, if Customer provides such a list, PG&E shall limit its acceptance of and reliance on such documents accordingly.

11.12 This GTSA and the Exhibits executed by Customer and PG&E under this GTSA constitute the entire agreement of the Parties on the matters set forth herein, and may be amended or modified only by an instrument in writing executed by both Parties (except changes to names and addresses in Paragraph 10.4).

IN WITNESS WHEREOF, the Parties hereto have caused this GTSA to be executed and in effect FOR SEMPýA ENEfRO TRADING'CO oP.

FOR P IPGAS A IC COMPANY:

Signature Si="

Signat7-,

Name x

/,,-

Name DANIEL F. THOMAS

"*j

~-,

"MANAGER.

PRODUCTS AND SALES "Title of Authorizpd Representative Title of Authorized R p'sentative Date

/-

Date 2//J/?J Incorporated Attachment(s): Applicable Exhibit(s)

Illustrative Attachments:

Gas Rules 1, 14. 21, 25, 26 7

Form No.79-866 January 1998 Products and Sales Exh. 2 - 00030

Exhibit 3

Revised Cal. P. U. C. Sheet No.

20032-G Pacific Gas and Electric Company Cancelling Revised Cal. P.U. C. Sheet No.

19776-G San Francisco, California JPage 1 ofl4 L

SCHEDULE G-BAL--GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS APdPLICABILITY:

TERRITORY:

BALANCING AGGREGATION:

BALANCING AGENT:

This rate schedule provides the terms and conditions pursuant to which PG&E will endeavor to balance volumes of gas it receives into its pipeline system with the volume it delivers to End-Use Customers and to Off-System Delivery Points. In addition, this schedule provides for balancing PG&E's Market Center volumes. Under this schedule, PG&E will calculate, maintain, and carry imbalances; provide incentives for Customers to avoid and minimize imbalances; facilitate elimination of imbalances; and cash out imbalances. Schedule G-BAL applies to PG&E's Core Procurement Department transactions on behalf of PG&E's core procurement Customers, and to all Customers taking services under Schedules G-CT (or other core rate schedule(s) where procurement service is provided by a third party), to Schedules G-NT, G-EG. G-COG.

G-NGV4, G-WSL, G-AFT, G-SFT, G-NFT, G-AA, G-NAA, G-AFTOFF, G-AAOFF, G-NFTOFF, G-NAAOFF, G-PARK, G-LEND, and to procurement service provided by PG&E to Customers under Schedule G-CSP.

Imbalances generally will be maintained at the delivery point.

This schedule is the default supply schedule for Noncore End-Use Customers who do not execute a Natural Gas Service A reement (NGSA) (Form No.79-756), pursuant to the terms of Schedules G-NT, G-COG or G-CSP.

Schedule G-BAL applies everywhere PG&E provides natural gas service.

Noncore End-Use Customers may elect to aggregate Cumulative Imbalances for multiple premises, or they may assign their balancing obligations to a Balancing Agent, as described below. If the Cumulative Imbalances are aggregated or assigned to a Balancing Agent. PG&E will aggregate individual Balancing Service accounts into a single Balancing Service account, with both the usage and the deliveries aggregated. A single Tolerance Band, as defined below, shall apply to the aggregated quantities.

The Balancing Agent is the party financially responsible for managing and clearing imbalances described in Schedule G-BAL. The Balancing Agent shall be responsible for all applicable balancing, capacity allocation and constraint obligations, charges, and credits related to gas service. The following are Balancing Agents: Core Transportation Agent (CTA). PG&E Core Procurement Department, Noncore Balancing Aggregation Agreement (NBAA) Agent, a Noncore End-Use Customer or Wholesale Customer that is not part of an NBAA. All Balancing Agents are subject to creditworthiness requirements.

For deliveries to a Core Transportation Group, the CTA will be responsible for any imbalances. For deliveries to storage and to off-system points, the Customer holding the Gas Transmission Service Agreement (GTSA) (Form No.79-866) will be responsible for imbalances.

For deliveries made to Noncore End-Use Customers, the Noncore End-Use Customer will be responsible for imbalances; however, Noncore End-Use Customers may designate a Balancing Agent to manage and assume responsibility for the Noncore End-Use Customer's obligations under this schedule.

A Noncore End-Use Customer may change its Balancing Agent no more than once per month.

(Continued).

Advice Letter No.

2250-G Issued by Date Filed July

17. 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

4 2 3 5 9

- 1=,

, o,,,, 0 1 - 4 ; ^-

V lC OR fl Exh. 3-00031

,T)

(D)

(L)

(N)

(N)

(D)

(L)

(L)

SRevised Cal. P.U.C. Sheet No.

20033-C Pacific Gas and Electric Company Cancelling Revised Cal. P. U. C. Sheet No.

19777-C San Francisco, California ag2°f4 SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

BALANCING Noncore End-Use Customer designation of a Balancing Agent, changing of one AGENT:

Balancing Agent for another Balancinn Age-n=,,

(Cont'd.)

BALANCING OPTIONS:

MONTHLY BALANCING OPTION:

i

.*n, t,..*

&Ihe services ot a Balancing Agent, will take effect on the first day of the month followng PG&E's receipt of an executed Noncore Balancing Aggregation Agreement (NBAA) (Form No.79-869), or Exhibit A or Exhibit B of the NBAA. The request must be received by PG&E three (3) business days prior to the first day of the month the designation or change is to take effect. Requests that are not received by PG&E three (3) business days prior to the first day of the month will not take effect until the first day of the second month following such request.

For End-Use Customers whose imbalances were previously not handled under an NBAA, upon designating a Balancing Agent and executing an NBAA, any existing imbalances and/or adjustments to past imbalances will also become the responsibility of such Balancing Agent upon the effective date of the NBAA.

The Balancing Agent may nominate transportation deliveries to PG&E on behalf of the Customer, in accordance with the provisions of gas Rule 21.

PG&E will provide Balancing Service to accommodate any imbalances between Customer usage and gas delivered to PG&E for the Customer. Only one balancing option may apply to an individual End-Use Customer at any time. Monthly Balancing remains the default balancing option for any Balancing Agent who does not elect Self Balancing. In accordance with gas Rule 21, all Balancing Agents must endeavor to ensure that daily gas deliveries match daily gas usage.

MONTHLY TOLERANCE BAND:

The Monthly Tolerance Band is equal to plus or minus five percent (+/- 5%) of the usage in the month in which the imbalance occurred. PG&E will provide Monthly Balancing Service at no additional charge if the Balancing Agent's Cumulative Imbalance is less than or equal to the Tolerance Band limit.

(D)

(L)

(,N)

(N)

(T)

(T)

CD (L)

If a Balancing Agent has a month-end imbalance that exceeds the Monthly Tolerance (N)

Band. this amount may be traded or will be cashed out as provided below. Unlike the Self-Balancing Option, there is no specific noncompliance charge for exceeding the I

balancing limit of the Monthly Tolerance Band.

(N)

If at any time the aggregate imbalance of all of PG&E's On-System Customers has exceeded plus or minus three percent (+/-3%) of that month's aggregate deliveries for (T) any two (2) months in the preceding twelve (12) month period. PG&E may decrease the limit of the Tolerance Band by one percent (1%) after a minimum of thirty (30) days' (T

notice to Customers. The Tolerance Band may not be adjusted more than once in any twelve (12) month period. The Tolerance Band may not be set below three percent (3%) without prior CPUC approval.

(")

DAILY USAGE MEASUREMENT:

For purposes of determining daily usage, Noncore End-Use Customers are required to have daily metering. Telemetering will be installed on Noncore End-Use Customers' meters, where PG&E determines that it is cost-effective.

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1, 2000 Vice President Resolution No.

4 2 3 6 0 10 1 ".......

Exh. 3 - 00032

-Y L/Uo~y reililOns

WRevised Cal P.U.C. Sheet No.

20034-(

Pacific Gas and Electric Company Cancelling Revised Cal. P.U.C. Sheet No.

19778-C San Francisco, California Pae3 of ý14]

SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

MONTHLY CUMULATIVE IMBALANCE FOR NONCORE CUSTOMERS:

(L)

BALANCING OPTION:

A Balancing Agent's Cumulative Imbalance shall be the difference, for each calendar (T)

(Cont'd.)

month, between metered usage (adjusted for shrinkage) and the actual monthly gas deliveries, plus any adjustments and tolerance carried forward from prior months.

A Cumulative Imbalance quantity will be stated each month on the Cumulative Imbalance Statement.

(L)

CUMULATIVE IMBALANCE FOR CORE PROCUREMENT GROUPS:

For a Core Procurement Group (which includes PG&E's Core Procurement Department and Core Transport Groups, as defined in Schedule G-CT (CP Group)), PG&E will determine the Cumulative Imbalance as follows:

PG&E will provide each CP Group with Core Load Forecasting and Determination Service, which will include 24-hour and 48-hour forecasts prior to the Gas Day. As part of this service, PG&E will also provide a Gas Day estimated usage (Determined Usage) for the CP Group. Determined Usage will be based on the historical usage of the CP Group's customer mix, adjusted for climatic and operational conditions.

For a CP Group, the Cumulative Imbalance shall be the difference, for each calendar month, between Determined Usage (adjusted for shrinkage) and the actual monthly gas deliveries plus any Operating Imbalance and tolerance carried forward from prior months.

OPERATING IMBALANCE FOR CORE PROCUREMENT GROUPS:

For CP Groups, each Core End-Use Customer's cycle billed usage will be divided by the number of days within the billing cycle, then weighted on a daily basis to match the daily fluctuations of the CP Group's Determined Usage within the same billing cycle (Daily Weighted Usage).

The Operating Imbalance for each CP Group is the difference between the sum of each day's Determined Usage within a calendar month and the sum of each day's Daily Weighted Usage for each of the Core End-Use Customers for that calendar month. The Operating Imbalance Carryover is the accumulation of untraded monthly Operating Imbalances plus prior month accounting adjustments.

Each month, PG&E will providethe CP Group with an Operating Imbalance Statement.

That Operating Imbalance Statement will be processed within two (2) months following

(-)

the processing of the Cumulative Imbalance Statement for the same month. The processing delay ensures that most of the billing cycle usage for the calendar month has been measured and billed. If a CP Group incurs a Cumulative Imbalance cashout and the subsequent Operating Imbalance indicates that the Group's deliveries more closely matched the Group's actual gas use, then PG&E will reverse the cashout to the extent applicable.

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July

17. 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42361 Regulatory Relations Exh. 3 - 00033

SOriginal CaL. P.U.C. Sheet No.

20035-(

Pacific Gas and Electric Company Cancelling Cal. P. U. C. Sheet No.

San Francisco, California Page 4 of 14 1

SCHEDULE G-BAL--GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

MONTHLY CASHOUT FOR MONTHLY BALANCING:

(L)

BALANCING OPTIONS:

Monthly imbalances after trading is completed, which exceed the Monthly Tolerance (N)

(Cont'd.)

Band are cashed out for both the commodity component and the transportation I

component.

(N)

The Commodity Cashout for each month is based on the following four (4) imbalance M

categories: Over-deliveries and under-deliveries in the imbalance range of greater than (L) five percent (5%) and less than or equal to ten percent (10%) of usage (Tier I Cashout),

l) and over-deliveries and under-deliveries in the imbalance range of greater than ten (T) percent (10%) of usage (Tier Ii Cashout). The amount of gas in each category is (N)

(L) multiplied by the appropriate price as determined below to calculate the commodity cashout portion of the bill.

( (N)

The Transportation Cashout for each month is based only on the under or over-delivery (N) greater than five percent (5%). This amount is multiplied by thie appropriate transportation cashout price as determined below to calculate the transportation cashout portion of the bill. In the case of an overdelivery, this will be a credit.

SELF-The Self-Balancing option requires daily balancing within specified limits. To participate BALANCING in Self-Balancing, the Balancing Agent must have an NBAA or CP Group.

OPTION:

To elect Self-Balancing, the Balancing Agent must sign a Self-Balancing Amendment (Form No.79-971) and the NBAA or CTA agreement will be subject to the terms of Self Balancing for the period identified in the Amendment.

SELF-BALANCING CREDIT:

The Self-Balancing option allows a Balancing Agent to receive a credit. The Self Balancing credit is $0.0050 per decatherm multiplied by the actual recorded monthly usage. Credits will be provided to the Balancing Agent on a monthly basis, subject to adjustments.

LIMIT ON SELF-BALANCING PARTICIPATION:

When a Balancing Agent elects Self-Balancing, their share of the balancing storage assets will be assigned to and marketed through PG&E's at-risk unbundled storage program. The amount of storage assets allocated to PG&E's at-risk unbundled storage program is based on the Balancing Agent's End-Use Customer's annual average usage as a percentage of PG&E's average annual system usage. PG&E will allow the election of Self-Balancing until the storage balancing assets of 1.1 Bcf of inventory, 25 MMcf per day of injection and 35 MMcf per day of withdrawal are reached. If these limits are reached, PG&E will restrict further elections for Self-Balancing until capacity is made available or the OFO Forum raises the limits.

(N)

(L)

(L)

Advice Letter No.

2250-G Issued by Date Filed July 17. 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No._

42362 Regulatory Relations Exh. 3 - 00034

E lOriginal Cal. P. UI.C. Sheet No.

20036-G Pacific Gas and Electric Company Cancelling Cal. P.U.C. Sheet No.

S an F ran cisco, C alifornia Ca l.

5 off N o.

JPage 5of 14 L_

SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS I

(Continued)

SELF-DAILY IMBALANCE LIMITS FOR SELF-BALANCING:

N)

BALANCING OPTION:

A Balancing Agent electing Self-Balancing will be subject to two (2) imbalance limits (Cont'd.)

each day:

1.

The Daily Imbalance cannot exceed plus or minus ten percent (:1H0%) of that day's metered usage for noncore or 24-hour forecast usage for core, except on OFO or EFO days. On OFO or EFO days the applicable OFO or EFO tolerance band and noncompliance charge will apply.

2.

A Balancing Agent must also maintain an Accumulated Daily Imbalance less than, or equal to, plus or minus one percent (*1%) of the Pre-Determined Monthly Usage for that month.

The Pre-Determined Monthly Usage (PDMU) for noncore End-Use Customers will be equal to the Monthly Contract Quantity specified in the Exhibit B of their NGSA. PG&E will provide the Self-Balancing CTA with a PDMU at least 5 days prior to the first of each month. The PDMU for CP Groups will be determined by PG&E as a function of the sum of the actual usage of the End-Use Customers within the CP Group in the same month of the prior year. Adjustments may be applied for missing usage information for the prior year, mid-month starts and stops of service by the Balancing Agent, and for weather effects.

SELF-BALANCING NONCOMPLIANCE CHARGES:

Self-Balancing Noncompliance charges will be calculated as the sum of the following:

1.

Daily Noncompliance Charge: For each non-OFO or non-EFO day, a noncompliance charge equal to $1.00 per decatherm for the portion of the daily imbalance that exceeds plus or minus ten percent (+/-10%) of the daily metered usage for noncore or 24-hour forecast usage for core per day. On OFO or EFO days the corresponding tolerance band and OFO or EFO charge will apply.

2.

Accumulated Daily Imbalance Noncompliance Charge: For each day, including OFO and EFO days, a noncompliance charge equal to $1.00 per decatherm per day for each day when the Accumulated Daily Imbalance exceeds plus or minus one percent (+/-t1%) of the Pre-Determined Monthly Usage. (See gas Rule 14 for possible exemptions from noncompliance charges on OFO days.)

(N)

(L)

(L)

M (Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42363 Regulatory Relations Exh. 3 - 00035

SPacific Gas and Electric Company 1 San Francisco, California Original Cal. P. U. C. Sheet No.

Cancelling Cal. P.U.C. Sheet No.

Page 6 of 14 SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

SELF BALANCING OPTION:

(Cont'd.)

ANNUAL SELF-BALANCING ELECTION PERIOD:

A Balancing Agent may elect the Self-Balancing option annually in February. The election is effective for a minimum term of one year that begins on April 1, and ending on the following March 31. Election requests for Self-Balancing will be accepted on a first-come, first-served basis. A Balancing Agent may not combine Self-Balancing and Monthly Balancing Customers in a single group.

(N)

CHANGES TO A BALANCING GROUP AFTER THE ELECTION PERIOD:

Circumstances may arise which would require the release of an End-Use Customer from a Self-Balancing Group during the year. PG&E will agree to changes that result from, but are not limited to, the following: failure of the business, change in core or noncore status, change of ownership, End-Use Customer changing Balancing Agents.

and the termination of a Natural Gas Service Agreement, CTA Agreement. or NBAA. A Balancing Agent may not elect to move End-Use Customers from their Self-Balancing group to their Monthly Balancing group after the election period has ended nor may a Balancing Agent add a customer from their Monthly Balancing group to their Self Balancing Group. End-Use Customers may be added to an Agent's Self-Balancing group if the End-Use Customer is not currently served by that same Agent under Monthly Balancing. All additions or deletions to a Self-Balancing group after the Election Period has ended must be agreed to by PG&E prior to the effective date of the change.

REQUIREMENT FOR DAILY USAGE RECORDING GAS METERS:

Noncore End-Use Customers must have a minimum of one daily usage recording meter prior to the Annual Self-Balancing Election period. The cost of adding daily usage recording devices and/or data access is the responsibility of the customer. Noncore End-Use Customers who add daily usage recording devices after the election period will be allowed to convert to Self-Balancing during the next election period, if capacity is available. (See Limitations on Self-Balancing.) Meters with a capacity less than 100 Dth per day at a customer premises with large hourly recording meters are exempted from the hourly recording requirement. The average daily usage of these meters will be included in the daily calculations.

(N)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1, 2000 Vice President Resolution No 42386 Regulatory Relations Exh. 3 - 00036 20037-C

Original Cal. P. U. C. Sheet No.

20038-C Pacific Gas and Electric Company Cancelling Cal. P. U.C. Sheet No.

7 San Francisco, California

_Page 7

f1l SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

SELF-MEASUREMENT OF DAILY USAGE AND IMBALANCES (N)

BALANCING OPTION:

Balancing Agents will be responsible for tracking their own daily imbalance position.

(Cont'd.)

PG&E will not provide notice to a Balancing Agent if their imbalances are exceeding the daily tolerance levels. The daily usage for Noncore End-Use Customers who qualify for the Daily Usage Recording Device Exemption, specified above, will be based on the sum of the average daily use plus any actual daily recorded usage. Average daily usage is equal to the monthly recorded usage divided by the number of days within the month. Daily usage for all other noncore End-Use Customers will be based on the actual recorded volumes. If the daily usage recording device fails, average daily use will be used for those days where daily-recorded use is unavailable or missing.

Daily usage for CP Groups will be based on a forecast of their customers' gas usage, as provided by PG&E. For CP Groups with an annual demand less than three percent (3%) of the total core market's annual demand, daily usage will be determined using the first 24-hour forecast available each day. For CP Groups with-an annual demand greater than or equal to three percent (3%) of the total core market, daily usage will be determined using an end of the gas day forecast. For any CP Group electing Self Balancing, the applicable daily usage forecast will also be used to calculate its monthly Cumulative Imbalance. If the annual demand of any CP Group participating in Self Balancing exceeds ten percent (10%) of the total core market annual demand, then the largest CP Group(s) will have their daily usage determined based on the end of the gas day forecast, such that the sum of the demands for the remaining Self-Balancing CP Groups continuing to use the 24-hour forecast does not exceed the ten percent (10%)

limit.

CUMULATIVE IMBALANCE FOR SELF-BALANCING NONCORE CUSTOMERS:

A Balancing Agent's Cumulative Imbalance under the Self-Balancing option is the same as under the Monthly Balancing Option, and is the difference, for each calendar month, between metered usage (adjusted for shrinkage) and the actual monthly gas deliveries plus any adjustments and tolerance carried forward from a prior month.

A Cumulative Imbalance quantity will be stated each month on the Cumulative Imbalance Statement.

CUMULATIVE IMBALANCE FOR SELF-BALANCING CP GROUPS:

The Cumulative Imbalance for a CP Group that elects the Self-Balancing option shall be the difference between the sum of each day's 24-hour Core Load Forecast and the actual monthly gas deliveries including any Operating Imbalance or tolerance carried forward from a prior month.

(N)

(L)

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42364 Regulatory Relations Exh. 3 - 00037

Revised CaL P. U. C. Sheet No.

20039-G Pacific Gas and Electric Company Cancelling Revised Cal. P. U. C. Sheet No.

19779-G 7.0 San Francisco, California SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

SELF-OPERATING IMBALANCE FOR SELF-BALANCING CP GROUPS:

(N)

BALANCING OPTION:

The Operating Imbalance for each CP Group that elects the Self-Balancing option shall (Cont'd.)

be the difference between the sum of each day's 24-hour Core Load Forecast and the sum of each day's Daily Weighted Usage of the Core End-Use Customers included in that CP Group for that calendar month.

CASHOUT FOR SELF-BALANCING:

For those balancing groups subject to Self-Balancing, any gas imbalances remaining after the imbalance trading period that are in excess of plus or minus one percent (+/-1%)

of the Pre-Determined Monthly Usage will be cashed out for both the commodity component and the transportation component. The commodity cashout is at the appropriate Tier II Cashout price as determined below. Any remaining gas imbalances within the tolerance band (+/-1%) will be included in Accumulated Daily Imbalance (L) calculated for the first day of the month following trading period. The transportation (L) cashout is at the appropriate price as determined below.

(N)

IMBALANCE A Balancing Agent may trade its Cumulative or Operating Imbalances with another (L)

TRADING:

Balancing Agent that has a Cumulative or Operating Imbalance from the same statement period.

Executing an Imbalance trade consists of both parties to the trade completing an Imbalance Trading Form for Schedule G-BAL Service (Form No.79-762). or electronic equivalent, and submitting the form to PG&E.

IMBALANCE TRADING CRITERIA:

(N)

Each Cumulative Imbalance trade must meet at least one of the following cntena:

1.

The trade moves the trading party's Cumulative Imbalance towards zero; and/or

2.

The trade results in a Cumulative Imbalance that is within the range of plus or minus three percent (3%) of usage past zero.

(

(T)

The following table sets forth the range of acceptable Cumulative Imbalance trades.

Imbalances are described as a percentage of usage. Each trade will be deemed to have a Beginning Imbalance (the imbalance, positive or negative, existing immediately pnor to the trade) and an Ending Imbalance (the imbalance, positive or negative, resulting from the trade).

If Beginning Imbalance is:

Ending Imbalance must be:

Greater than -3%

Between the Beginning Imbalance (in the negative direction) and +3%

Equal to or between -3% and +3%

Equal to or between -3% and +3%

Greater than +3%

Between -3% and the Beginning (in the positive direction)

Imbalance Each Operating Imbalance trade must move the CP Groups' Operating Imbalance Carryover toward zero.

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42365 Regulatory Relations Exh. 3 - 00038

Original Cal. P.U.C. Sheet No.

20040-C Pacific Gas and Electric Company Cancelling Cal P.U.C. Sheet No.

7 San Francisco, California Page 9 of 14 SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

IMBALANCE IMBALANCE TRADING PERIOD:

(N)

(L)

TRADING:

PG&E will issue Cumulative Imbalance statements no later than the fifteenth (15) day of (Cont'd.)

the first subsequent month following the month in which the Cumulative Imbalance occurred. PG&E will issue Operating Imbalance Statements no later than the fifteenth (15) day of the second subsequent month following the month in which the Cumulative Imbalance Statement for the same period was issued. Thereafter, Balancing Agents may trade all or a portion of their Cumulative and/or Operating Imbalance quantity by executing an imbalance trade by 5:00 p.m. Pacific Time on the closing date for New York Mercantile Exchange (NYMEX) Henry Hub Gas Futures contracts for the following month. If necessary, PG&E will extend the Cumulative and Operating Imbalance trading deadline beyond the NYMEX close date to ensure that the trading period lasts a minimum of five (5) business days.

TRADING IMBALANCES USING STORAGE ACCOUNTS:

During the imbalance Trading Period, Balancing Agents may-Inanage both Cumulative and Operating Imbalances by trading into or out of storage accounts at on-system storage facilities via the PG&E trading system or the electronic trading system provided by an authorized Third Party Service Provider (TPSP). Customer enters into a business relationship with a TPSP on a voluntary basis. The owner of the storage account is not required to purchase storage injection or storage withdrawal capacity from PG&E to effect an imbalance trade.

The owner of the storage account must have, at the time of the trade, the inventory capacity to accept a trade into storage or the gas in inventory to trade out of storage. A CTA that uses its core storage account for managing Cumulative or Operating Imbalances must adhere to the end-of-month inventory target levels, as specified in Schedule G-CT. Owners of a third-party storage account must provide documentation of their inventory capacity or gas in inventory. Subject to system load balancing and/or operational constraints, Balancing Agents may trade as much of their Cumulative and/or (L)

Operating Imbalance quantity as their storage inventory/capacity allows.

Storage trades performed via the TPSP system will be subject to the following:

(N)

1.

If a trade exceeds the inventory capacity to accept a trade into storage or the gas in inventory to trade out of storage, the owner-of the storage account shall be charged a Park or Lend Charge. This charge will be at the maximum rate allowed per Schedule G-PARK and G-LEND.

2.

The storage holder must unpark or repay the imbalance amount within 30 days.

3.

After 30 days. the imbalance amount will be cashed out at the maximum Commodity Cashout prices for the applicable Monthly or Self-Balancing Option.

This is in addition to any Park or Lend charges.

(N)

For the purpose of accepting trades into or out of storage. PG&E will review its pipeline (L) operations and will establish an Imbalance Trade Operating Band (OP BAND) prior to I

the Imbalance Trading Penod. PG&E, prior to the beginning of the Imbalance Trading

()

I Period, will electronically post the OP BAND. PG&E will accept Cumulative and/or Operating Imbalance trades, using storage accounts, on a first-come, first-served basis, during the Imbalance Trading Period, within the OP BAND. Cumulative and/or Operating Imbalance trades not accepted because of the limit from the OP BAND will be retained and processed at a later time within the current Imbalance Trading Period, if trades from the Customers allow room in the OP BAND, unless the trade is canceled by the Customer or the Imbalance Trading Period closes.

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42366 Regulatory Relations Exh. 3 - 00039

SRevised Cal. P.U.C. Sheet No.

20041-C Pacific Gas and Electric Company Cancelling Revised Cal P. U. C. Sheet No.

129780-G San Francisco, California C

ga e

N

o.

198C Pag~e 10 Oof 14 SCHEDULE G-BAL--GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS

.Continued)

IMBALANCE Usage Charges specified in Schedule G-FS, or any negotiated Usage Charges under (L)

TRADING:

Schedule G-NFS. will apply to trades into or out of a PG&E storage account.

T (L)

(Cont'd.)

MANAGING REMAINING IMBALANCES AFTER TRADING:

(N)

After the imbalance trading deadline, any remaining Cumulative Imbalance, within the (L)

Tolerance Band, and any Operating Imbalance Carryover, as specified below, will be considered the first transaction during the calendar month following the just-completed trading period. Any remaining Cumulative Imbalance in excess of the Tolerance Band will be automatically cashed out. Cashouts will include a Commodity Cashout component and a Transmission Cashout component.

After the imbalance trading deadline, any remaining Operating Imbalance will be managed as follows:

1.

The Operating Imbalance remaining after trading will be added to the Operating Imbalance Carryover.

2.

One-twelfth (1/12) of the Operating Imbalance Carryover will be considered part of the first transaction for the CP Group during the calendar month following the just completed trading period.

3.

A CP Group may also make a monthly election to clear its entire Operating Imbalance Carryover if it is less than 5,000 Dth. This will be considered the first transaction during the calendar month following PG&E's receipt of written notification, and will set the Operating Imbalance Carryover to zero.

ANONYMOUS IMBALANCE TRADING:

(N)

Cumulative and Operating Imbalances may be traded anonymously via an electronic trading system. Anonymous trades will be subject to applicable terms, conditions, and charges designated by the authorized TPSP. The TPSP may charge a subscnption fee for its entire services, including PG&E related trading services, but shall also allow Customers to subscribe to a PG&E-only trading service. The TPSP shall charge subscription and transaction fees for PG&E-only trading services subject to the following fee caps:

1 The transaction fee per entity shall not exceed $0.02 per Dth per transaction.

2.

The subscription fee for PG&E-only related trading services shall not exceed $250 per month. These services include: Imbalance Trading, OFO Imbalance Rights Trading, and Capacity Assignment.

TPSP shall offer and price PG&E-only related trading services on a nondiscriminatory basis. PG&E will have no liability to any customer or any other party regarding acts or omissions of the TPSP or its terms and conditions. Trading limitations will include individual credit limits and gas system operating limitations. A written request to release credit limit information to the TPSP must be provided to PG&E ten (10) business days prior to use of TPSP trading services. The TPSP may provide additional credit at its discretion.

(N)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 OeAnn Hapner Effective October 1, 2000 Vice President Resolution No.

42367 Regulatory Relations Exh. 3 - 00040

ERevised Cal. P. U. C. Sheet No.

20042-C Pacific Gas and Electric Company Cancelling Revised Cal. P.U. C. Sheet No.

19781-C San Francisco, California P

1of 14 SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS; (Continued)

CASHOUT COMMODITY CASHOUT PRICING:

(L)

PRICING:

Each commodity cashout price is based on a two-step calculation: First. a cashout index is determined based on an average of the published price data from Natural Gas Intelligence (NGI) and the BTU Daily Gas Wire for the PG&E interconnect points of Malin (Northern California Border) and Topock (Southern California Border). Second, that index is adjusted to arrive at the cashout price for that imbalance category.

Tier I Commodity Cashout - Imbalances greater than five percent (5%) and less than or M

equal to ten Percent (10%) of usage:

CT

1.

Over-deliveries:

a.

The Weighted Over Delivery (WOD) Index equals the lower of the Bid Week monthly index price or the average of the five (5) lowest average published daily prices, weighted by the supply mix of all gas received at Malin and Topock for on-system End-Use Customers during-the month in which the imbalance occurred.

b.

The cashout price equals seventy-five percent (75%) of the WOD Index.

2.

Under-deliveries:

(T

a.

The Weighted Under Delivery (WUD) Index equals the higher of the Bid Week monthly index price or the average of the five highes average published daily prices, weighted by the supply mix of all gas received at Malin and Topock for on-system End-Use Customers during the month in which the imbalance occurred.

b.

The cashout price equals one hundred twenty-five percent (125%) of the WUD Index.

T I

Tier II Commodity Cashout - Imbalances greater than ten Dercent (10%) of usage:

Cm)

1.

Over-deliveries:

a.

The Over Delivery (OD) Index equals the lowest average published daily prnce at either Malin or Topock.

b.

The cashout price equals fifty percent (50%) of the OD Index.

m)

2.

Under-deliveries:

a The Under-Delivery (UD) Index is defined as the highe average published daily price at either Malin or Topock.

b.

The cashout price equals one hundred fifty percent (150%) of the UD Index.

M (L)

(L)

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42368 Regulatory Relations Exh. 3 - 00041

Revised Cal P. U. C. Sheet No.

20043-C Pacific Gas and Electric Company Cancelling Revised Cal. P.U. C. Sheet No.

19782-C San Francisco, California

• Page 12 of 14 SCHEDULE G-BAL-GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

CASHOUT If no published daily price is reported on a given day, the prior published daily price from (L)

PRICING:

that index service will continue to apply for that day. If an index service is no longer (Cont'd.)

available, PG&E reserves the right to choose another nationally recognized index to replace it.

TRANSPORTATION CASHOUT PRICING:

jN)

The Transportation Cashout price for under-deliveries is based on the Usage Charge as specified in Schedule G-AA. Over-deliveries will receive a transmission credit based on O3) the Modified Fixed Variable (MFV) Usage Charge as specified in Schedule G-AFT. The M

Transportation Cashout price or credit is determined by weighting the path specific rates (T)

I by the supply mix percentages of all gas received by PG&E, for on-system End-Use Customers, during the month.

MARKET A Customer may have a positive or negative balance when a Market Center account CENTER expires. This balance becomes a Market Center Imbalance after the end date specified IMBALANCES:

on the Market Center Exhibit.

d Neqative Imbalances:

For a Customer with a negative imbalance ranging from 1 Dth to 1.000 Dth. after thirty (30) calendar days from the termination of the exhibit resulting from Customer's under-delivery of gas to the Market Center, automatic cashout will occur.

For a Customer with an imbalance greater than 1,000 Dth, the Customer shall have thirty (30) calendar days resulting from Customer's under-delivery of gas to the Market Center to clear the imbalance as follows:

1.

Customer shall reach agreement with PG&E to make up such imbalance in-kind dunng a specified period and at a specific rate; or

2.

Customer shall reimburse PG&E at the rate of one hundred fifty percent (150%) of (T) the Under-Delivery Index, defined as the highes average published daily price at the same Market Center location specified in the Exhibit for the same time period.

If the Customer fails to establish the terms of resolving the Market Center Imbalance within the thirty (30) day penod:

1 PG&E shall charge the Customer the maximum daily rate, as specified in Schedule G-LEND, for each day of the Market Center imbalance; and 2

Customer shall reimburse PG&E at the rate of one hundred fifty percent (150%) of (T) the Under-Delivery Index. defined as the highes average published daily price at the same Market Center location specified in the Exhibit for the same time period.

Positive Imbalances:

If a Customer has a positive imbalance ranging from 1 Dth to 1.000 Dth, after thirty (30) calendar days from the termination of the exhibit resulting from Customer's over-delivery of gas to the Market Center automatic cashout will occur.

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42369 Regulatory Relations Exh. 3 - 00042

SRevised Cal. P.U.C. Sheet No.

20044-(

Pacific Gas and Eleotric Company Cancelling Revised Cal. P. U. C. Sheet No.

19783-C San Francisco, California SCHEDULE G-BAL--GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

MARKET CENTER IMBALANCES:

(Cont'd.)

TRANSMISSION CUSTOMER IMBALANCE:

If a Customer has an imbalance greater than 1,000 Dth, the Customer shall have thirty (30) calendar days after the termination of the exhibit resulting from Customer's over delivery of gas to the Market Center to clear the imbalance as follows:

1.

Customer shall reach agreement with PG&E to use up such imbalance in-kind during a specified period and at a specific rate; or

2.

Customer shall be reimbursed by PG&E at the rate of fifty percent (50%) of the lowest monthly Over-Delivery Index, at the same Market Center location specified in the Exhibit for the same time period.

If the Customer fails to establish the terms of resolving the Market Center Imbalance within the twenty (20) day period:

1.

PG&E shall charge the Customer the maximum daily rate for each day of the Market Center imbalance specified in Schedule G-PARK; and

2.

The Customer's imbalance shall be cashed out by PG&E at the rate of fifty percent (50%) of the lowest monthly Over-Delivery Index at the same Market Center location specified in the Exhibit for the same time period.

Transmission Customer Imbalance can occur for gas delivered to Off-System Delivery Points or On-System Storage Facilities, and is defined as the difference between the final scheduled volume on the day of flow at the PG&E system Receipt Point, and the quantity of gas which was actually delivered at the receipt point.

A Transmission Customer Imbalance may be made up in-kind at a later date as agreed upon between the Customer on whose contract the imbalance occurs and PG&E. If no agreement can be reached by the end of the month following the month in which PG&E sends notification of the imbalance to the Customer, then PG&E shall resolve the imbalance in the following manner

1.

For positive imbalances, PG&E shall cashout the entire positive imbalance quantity at the lowest daily commodity price at Malin or Topock, as published in Gas Daily. dunng the month in which the imbalance occurred.

2 For negative imbalances, PG&E shall account for the entire negative imbalance quantity as the first transaction during the second calendar month following the date of notification of the imbalance.

(Continued)

Advice Letter No-2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

42370 Regulatory Relations Exh. 3 - 00043 (L)

(L)

• Original Cal. P. U. C. Sheet No.

20045-G Pacific Gas and Electric Company Cancelling Cal. P. U. C. Sheet No.

San Francisco, California ae 14 °f 14, SCHEDULE G-BAL--GAS BALANCING SERVICE FOR INTRASTATE TRANSPORTATION CUSTOMERS (Continued)

ACCOUNTING If subsequent accounting adjustments change a previous Cumulative or Operating (L)

ADJUSTMENTS:

Imbalance, then:

CURTAILMENT OF SERVICE:

TERMINATION:

1.

If any portion of the adjusted quantity was previously subject to an imbalance cashout, the adjusted portion of the cashout will be reversed.

2.

For noncore Cumulative Imbalances, any remaining adjustment quantity will be considered the first transaction during the calendar month following the date of notification of the adjustment, and reported on the Cumulative Imbalance Statement, unless otherwise agreed to by PG&E.

3.

For Core Procurement Groups, adjustment quantities will be included in the Operating Imbalance Carryover.

Service under this schedule may be curtailed. Details are provided in gas Rule 14.

Upon termination of a Customer's GTSA, NGSA, NBAA. CTA Agreement, and/or CPBA, any remaining Cumulative Imbalance and/or Operating Imbalance Carryover must be traded, toward zero, during the first Imbalance Trading Period following notice of termination. Following the Trading Period, any remaining Cumulative Imbalance will be cashed out at the applicable Commodity and/or Transmission Cashout prices shown above, and any remaining Operating Imbalance Carryover will be cashed out at the Tier I Commodity Cashout price.

(L)

(Continued)

Advice Letter No.

2250-G Issued by Date Filed July 17, 2000 Decision No.

00-05-049 DeAnn Hapner Effective October 1. 2000 Vice President Resolution No.

Regulatory Relations Exh. 3 - 00044 M-r I

"4001

Exhibit 4

CALIFORNIA INDEPENDENT SYSTEM OPERATOR AND SEMPRA ENERGY TRADING CORP.

PARTICIPATING GENERATOR AGREEMENT Exh. 4 - 00045 I -

I I

I. 1. -

SCALIFORNIA ISO PARnTTIWINO GERATOR AMAMMONr PARTICIPATING GENERATOR AGREEMENT (PGA)

THIS AGREEMENT is dated this 1 it day of June, 19 99 and is entered into, by and between:

(1)

Sempra Energy Trading Corp. having its registered and principal place of business located at 58 Commerce Road, Stamford, Connecticut 06902 (the "Participating Generator");

and (2)

California Independent System Operator Corporation, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the ISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the "eISO).

The Participating Generator and the ISO are hereinafter referred to as the "Parties".

Whereas:

A.

The ISO Tariff provides that the ISO shall not schedule Energy or Ancillary Services generated by any Generating Unit interconnected to the ISO Controlled Grid, or to the Distribution System of a Participating TO or of a UDC otherwise than through a Scheduling Coordinator.

B.

The ISO Tariff further provides that the ISO shall not be obliged to accept Schedules or Adjustment Bids or bids for Ancillary Services relating to Generation from any Generating Unit Interconnected to the ISO Controlled Grid unless the relevant Generator undertakes in writing to the ISO to comply with all applicable provisions of the ISO Tariff.

C.

The Participating Generator wishes to be able to Schedule Energy and to submit Adjustment Bids, Supplemental Energy bids and bids for Ancillary Services to the ISO through a Scheduling Coordinator and, therefore, wishes to undertake to the ISO that it will comply with the applicable provisions of the ISO Tariff.

D.

The Parties are entering into this Agreement in order to establish the terms and conditions on which the ISO and the Participating Generator will discharge their respective duties and responsibilities under the ISO Tariff.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows:

ISO REV 04.0200 Exh. 4 - 00046

SCALIFORNIA ISO PAMA71PNO GUM~LATOR AORMW M*E ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Master Definitions Supplement All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement to the ISO Tariff.

1.2 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement:

(a) if there is any inconsistency between this Agreement and the ISO Tariff, the ISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; (c) the masculine shall include the feminine and neutral and vice versa; (d)

"includes" or "including" shall mean 'including without limitation';

(e) references to a Section, Article or Schedule shall mean a Section, Article or a Schedule of this Agreement, as the case may be, unless the context otherwise requires; (1) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; Uj) any reference to a day, week, month or year is to a calendar day, week, month or year; and (k) the captions and headings in-this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement.

ISO REV 04.0200 Exh. 4 - 00047

SCALFORNIA ISO ARTICLE If ACKNOWLEDGEMENTS OF PARTICIPATING GENERATOR AND ISO 2.1 ISO Responsibility. The Parties acknowledge that the ISO is responsible for the efficient use and reliable operation of the ISO Controlled Grid consistent with achievement of planning and operating reserve criteria no less stringent than those established by the Western Systems Coordinating Council and the North American Electric Reliability Council and further acknowledges that the ISO may not be able to satisfy fully these responsibilities if the Participating Generator fails to fully comply with all of its obligations under this Agreement and the ISO Tariff, 2.2 Scope of Application to Parties. The Participating Generator and ISO acknowledge that all Generators, except those specified in Section 2.2.1 of this Agreement, wishing to schedule Energy and to submit Adjustment Bids, Supplemental Energy bids and bids for Ancillary Services to the ISO through a Scheduling Coordinator must sign this Agreement in accordance with Section 5 of the ISO Tariff, 2.2.1 Exemption for Certain Generators. The Generator with an existing power purchase agreement with a UDC is not required to sign a Participating Generator Agreement if: (a) the Generator sells all of its Energy (excluding any Energy consumed by auxiliary load equipment electrically connected to that Generator at the same point) and Ancillary Services to the UDC; (b) the Generator sells any Energy through wover the fence" arrangements as authorized under Section 218(b) of the California Public Utilities Code; or (c) the Generator employs landfill gas technology for the generation of electricity as authorized under 218(c) of the California Public Utilities Code. With respect to subsections (a) and (b), an existing power purchase agreement shall mean an agreement which has been entered Into and is effective as of December 20, 1995. With respect to subsection (c), an existing power purchase agreement shall mean an agreement which has been entered into and is effective as of December 31, 1996.

ARTICLE Ill TERM AND TERMINATION 3.1 Effective Date. This Agreement shall be effective as of the later of the date it is executed by the Parties or the date accepted for filing and made effective by FERC, and shall remain in full force and effect until terminated pursuant to Section 3.2 of this Agreement.

3.2 TermInatlon 3.2.1 Termination by ISO. Subject to Section 5.2, the ISO may terminate this Agreement by giving written notice of termination in the event that the Participating Generator commits any material default under this Agreement and/or the ISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the ISO has given, to the Participating Generator, written ISO REV 04.0200 3

Exh. 4 - 00048

'g CA*rPORA ISO PARgrcuA11NQ GENEPLAR AOREEML~r notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the ISO must file a timely notice of termination with FERC. The filing of the notice of termination by the ISO will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and (2) the ISO files the notice of termination within 30 days of receipt of such request. This Agreement shall terminate upon acceptance by FERC of such a notice of termination.

3.2.2 Termination by Participating Generator. In the event that the Participating Generator no longer wishes to schedule Energy or provide Ancillary Services through a Scheduling Coordinator over the ISO Controlled Grid, it may terminate this Agreement, on giving the ISO ninety (90) days written notice, provided, however, that in accordance with Section 4,1.3, the Participating Generator may modify Schedule I to eliminate Generating Units which it no longer owns or no longer has contractual entitlement to and such modification shall be effective upon receipt by the ISO. With respect to any notice of termination given pursuant to this Section, the ISO must file a timely notice of-termination with FERO. The filing of the notice of termination by the ISO will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and (2) the ISO files the notice of termination within 30 days of receipt of such request. This Agreement shall terminate upon acceptance by FERC of such a notice of termination.

ARTICLE IV GENERAL TERMS AND CONDITIONS 4.1 Generating Units 4.1.1 Identification of Generating Units. The Participating Generator has identified the Generating Units that it owns, operates or has a contractual entitlement to in Schedule 1, as required by Section 5,3 of the ISO Tariff.

4.1.2 Technical Characteristics. The Participating Generator has provided to the ISO in Schedule 1 the required information regarding the capacity and operating characteristics of each of the Generating Units listed in that schedule. Pursuant to Section 2.5.25 of the ISO Tariff, the ISO may verify, inspect and test the capacity and operating characteristics provided in Schedule 1.

4.1.3 Notification of Changes. Sixty (60) days prior to changing any technical information in Schedule 1, the Participating Generator shall notify the ISO of the proposed changes, Pursuant to Section 2.5.25 of the ISO Tariff, the ISO may verify, inspect and test the capacity and operating characteristics provided in the revised Schedule 1. The ISO shall post on the ISO Home Page a schedule showing, for at least one year in advance: (i) the proposed dates on which the ISO's Master File will be updated, which dates shall occur at least every three months; (ii) the dates on which the information contained in the revised Master ISO REV 04,0200 4

Exh. 4 - 00049

CAL-FOXXIA ISO PART'XPATM?* GENMATOR A'RE&MBXT File will become effective; and (iii) the deadlines by which changed technical information must be submitted to the ISO in order to be tested and included in the next scheduled update of the ISO's Master File. Unless the Participating Generator falls to test at the values in the proposed change(s), the change will become effective upon the effective date for the next scheduled update of the Master File, provided the Participating Generator submits the changed Information by the applicable deadline and is tested by the deadline. Subject to such notification this Agreement shall not apply to any generating unit identified in Schedule 1 which the Participating Generator no longer owns or no longer has contractual entitlement to.

4.2 Agreement Subject to ISO Tariff. The Parties will comply with all applicable provisions of the ISO Tariff, including Sections 2.3.2, 2.5.3.4 and 5. This Agreement shall be subject to the ISO Tariff which shall be deemed to be incorporated herein.

4.3 Obligations Relating to Ancillary Services 4.3.1 Submission of Bids. When the Scheduling Coordinator on behalf of the Participating Generator submits a bid for Ancillary Services, the Participating Generator will, by the operation of this Section 4.3.1, warrant to the ISO that it has the capability to provide that service in accordance with the ISO Tariff and that it will comply with ISO Dispatch instructions for the provision of the service in accordance with the ISO Tariff.

4.3.2 Certification. Except as provided in Section 4.3.3, the Participating Generator shall not use a Scheduling Coordinator to submit a bid for the provision of an Ancillary Service or submit a schedule for the self provision of an Ancillary Service unless the Scheduling Coordinator serving that Participating Generator is in possession of a current certificate pursuant to Sections 2.5.6 and 2.5.24 of the ISO Tariff.

4.3.3 Initial Exemption. Not later than November 1, 1998, the ISO shall fully implement its certification process in accordance with Sections 2.5.6 and 2.5.24 of the ISO Tariff. Until full implementation of the certification process and notification of the Participating Generator and its Scheduling Coordinator of the completion of such process, the non-certified Scheduling Coordinator on behalf of a Participating Generator may submit a bid for the provision of an Ancillary Service or submit a schedule for the self provision of an Ancillary Service. Upon timely notification by the ISO, the Participating Generator must complete the certification process prior to November 1, 1998 to continue its participation in accordance with Section 4.3.2 of this Agreement.

4.4 Obligations relating to Major Incidents 4.4.1 Major Incident Reports. The Participating Generator shall promptly provide such information as the ISO may reasonably request in relation to major incidents, in accordance with Section 5.8.3 of the ISO Tariff.

ISO REV 04.0200 Exh. 4 - 00050

CALIFORNIA ISO PAMT1CIAT*OG C-RATOR AG*nMe ARTICLE V PENALTIES AND SANCTIONS 5.1 Penalties. If the Participating Generator fails to comply with any provisions of this Agreement, the ISO shall be entitled to impose penalties and sanctions on the Participating Generator. No penalties or sanctions may be imposed under this Agreement unless a Schedule providing for such penalties or sanctions has first been flied with and made effective by FERC. Nothing in the Agreement, with the exception of the provisions relating to ADR, shall be construed as waiving the rights of the Participating Generator to oppose or protest any penalty proposed by the ISO to the FERC or the specific Imposition by the ISO of any FERC approved penalty on the Participating Generator.

5.2 Corrective Measures. If the Participating Generator fails to meet or maintain the requirements set forth in this Agreement and/or the ISO Tariff, the ISO shall be permitted to take any of the measures, contained or referenced in the ISO Tariff, which the ISO deems to be necessary to correct the situation, ARTICLE VI COSTS 6.1 Operating and Maintenance Costs. The Participating Generator shall be responsible for all its costs incurred In connection with operating and maintaining the Generating Units identified In Schedule 1 for the purpose of meeting its obligations under this Agreement.

ARTICLE VII DISPUTE RESOLUTION 7.1 Dispute Resolution. The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the ISO ADR Procedures set forth in Section 13 of the ISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the ISO Tariff to Market Participants shall be read as a reference to the Participating Generator and references to the ISO Tariff shall be read as references to this Agreement.

ISO REV 04.0200 6

Exh. 4-00051

hr C A LI IO NIA ISO R

ARTICLE VIII REPRESENTATIONS AND WARRANTIES 8.1 Representation and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law, 8.2 Necessary Approvals. The Participating Generator represents that all necessary leases, approvals, permits, licenses, easements, rights of way or access to install, own and/or operate its Generating Units have been or will be obtained by the Participating Generator prior to the effective date of this Agreement.

ARTICLE IX LIABILITY 9.1 Liability. The provisions of Section 14 of the ISO Tariff will-apply to liability arising under this Agreement, except that all references in Section 14 of the ISO Tariff to Market Participants shall be read as references to the Participating Generator and references to the ISO Tariff shall be read as references to this Agreement.

ARTICLE X UNCONTROLLABLE FORCES 10.1 Uncontrollable Forces Tariff Provisions. Section 15 of the ISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 15 of the ISO Tariff to Market Participants shall be read as a reference to the Participating Generator and references to the ISO Tariff shall be read as references to this Agreement.

ARTICLE XI MISCELLANEOUS 11.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 17 of the ISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement.

ISO REV 04.0200 7

Exh. 4 - 00052

S-4 CALUFO*NIA ISO PAMInWAT*O GENERATOR AGORMsN-'r 11.2 Notices. Any notice, demand or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 20.1 of the ISO Tariff. A Party must update the information in Schedule 3 of this Agreement as information changes. Such changes shall not constitute an amendment to this Agreement.

11.3 Waivers. Any waivers at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right.

11.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with, the laws of the State of California, except its conflict of law provisions. The Parties irrevocably consents that any legal action or proceeding arising under or relating to this Agreement to which the ISO ADR Procedures do not apply, shall be brought in any of the following forums, as appropriate: any court of the State of California, any federal court of the United States of America located in the State of Califomia, or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission, 11.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 20.8 of the ISO Tariff as if the references to the ISO Tariff were referring to this Agreement.

11.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereto and supersedes all prior agreements, whether written or oral, with respect to such subject matter.

11.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement.

11.8 Section Headings. Section headings provided in this Agreement are for ease of reading and are not meant to interpret the text in each Section.

ISO REV 04.0200 8

Exh. 4 - 00053

CAUFOINuA ISO NO. 594 PAl*3T'AMO Gsmwo Aemmmwr 11.9 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in wrting, Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective, If the amendment does not require FERC approval, the amendment will be filed wfth FERC for information.

11.10 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date hereinabove written.

California Independent System Operator Corporation By:

Name:

William J.Agan, Jr.

"rlTe:

Date:

Chief Financial Officer and Treasurer June 12, 2000 Sempra Energy Trading Cqrp.

B V '/M22//

Name:

Title:

Date:

CUFFORD PAPISH ViCE7PRESIDEN I ISO REV 04.0200 9

Exh. 4 - 00054

Exh. 4 - O0055 "it IA I

is ii Ii i

.1 ii iii 8s I*I I

b CALIPOAu A ISO SCHEDULE 2 ISO IMPOSED PENALTTES AND SANCTIONS

[Section 5.1]

[TO BE INSERTED UPON FERC APPROVAL]

ISO REV 04,0200 EAh. 4 - 00056

CAUPOKKU ISO SCHEDULE 3 NOTICES (Section 10.2)

Participating Generator Name of the Primary Representative:

Title:

Address:

City/State/Zip Code Email Address:

Phone:

Fax No:

Name of Alternative Representative:

Title:

Address:

City/State/Zip Code Email Address:

Phone:

Fax No:

Michelle Steen Day Ahead Schedular 58 Commerce Road Stamford CT 06902 msteen @sempratrading.com (203) 355-5125 (203) 355-5135 Tim Hanna Assistant Vice President 58 Commerce Road Stamford CT 06902 thanna@sempratrading.com (203) 355-5128 (203) 355-5135 ISO REV 04.0200 12 Exh. 4 - 00057 PARTMrAmrNG G~imwRA' A

-w~r,

IraCALIPOtA ISO ISO PAkrMcN.G GENERAIOR AOREEMMý7 Name of the Primary Representative:

Title:

Address:

City/State/Zip Code Email Address:

Phone:

Fax No:

Name of Alternative Representative:

Title:

Address:

City/State/Zip Code Email Address:

Phone:

Fax No:

Don Fuller Director, Client Relations 151 Blue Ravine Road Folsom, CA 95630 dfulfer@caiso.com (916) 351-4445 (916) 351-2263 Deborah A. Le Vine Director of Contracts & Compliance 151 Blue Ravine Road Folsom, CA 95630 dlevine@caiso.com (916) 351-2144 (916) 351-2487 ISO REV 04.0200 Exh. 4 - 00058 13

Exhibit 5

cALIFORNIA POWER EXCHANGE CORPORAflON PX PARTnCIPATION AGREEMENT The PX Purticpation AgreemeW contains the chimpes ordered by FERC in InDeceber 176 Ordcz Pius an ArIdendwn that bas bee Sod 'with FERC on December 19, 1997 in Docket Nos. EC96-19-0 OS and ER96-1663-009.

Pacific Gas & Electric Company at. al., 81 FERC ¶61,320 (1 997).

Exh. 5 - ()0059 I '

PI ?w*e*indM ANNGs TIS AGRLEMIT is Made do 19& day G(~r 199I ad b.mtd Joe by nd baww.

(1) Sempr Enew~ Tnadig Corp. hving a 10 d or lpul m=ouw office a owe omuwidt FaM, Greenwicb, Comciz 06230 (&@ -PX Pu~kxn (2) THE CALEFORNIA POWER IXCHANGI COtrPORATION a neuma n n~of jablic m.l Corporation having a PfteW l acthw oft kw a so plac is. IW Shaf Cavifni, a* p.iX Governing Board may frt nn tiatod dopa (ftie' WHEMRSAS.:

A.

The PX Participo uiha beau Ctfimdhib Wa dw X ud ter

&Cwtifi" Pruiw-rfi-e to In Sedm 2.6 of the PX Trwff B.

The PX Partcip~ wishes to US&d SMD *MOO the PX Maut -AW tk and cun&:wigmsa for*h in iho X Twi NOW IT IS HERE13Y AGUZID as fomwm L

Deftnitioms A.

Terms and wxpresions wed in diis Apoeemet shall hn&aw qg s.meaig aso pwhose coared in

• the Master Definktiocs Supplewutm to e PX Tawif B.

The -PX Twifr *hall mmi The PX OpuxinS Apament and Twrff as anided ft time to tinet together with any Amwdlc or mnarhm~ &CIa IL Covenant of tbe PX Participant

-The PX Paiticipanl agree that A.

the PX Taiff Svenna all mpwb of Mutding in and a admokain of &he PX Mm~ct, inghluding (withoor Hxniud-lo) the fsinIa and technkal aftritla for PX ?artdpuits, bidding. Sottlerat informwf repatin requiremamts and erinMenfutiay raw~icfionm B.

it -Wi a~bid by, and will Pa fix all of fl2e obligations mmc the IX Tariff in resect of all mtners Set forth dherein including. withoul l~irnttion all msftlom relating to &9e tading of Energy by it Through the FX Maxdeet, ongoi obligatos in raseo athbdding Sctdemar sewuty rcqwrzmenMs biflln and pamm confidentia*t and &uia ruoWbrion, and C.

mSan u aPX PllciPlf sat ltim es mbjct to the FX Tift

3.

Term and Termunatiou This Agrenemel shll coimmen c on the m

1+/-of (a) Marh 19, 19M or (b) the date the PX Participant is certified by the PX as aIPX Pviicim ad Shall ftwrie up=n amepce by FERtC of the Nonce of Termination. The FX shall timely Mie a Noic~e of Termination.

4.

Assignment Either Part may assign its oblimaimn under this Agrcmet with the othepr ty's prior consent, not to be unreasonably withheld.

Exh. 5 - 00060 1

I Parthi~al lava" If uzY Provwioo of this Agmanwxd or the appaka of jeh proiisu fm =W pffumk Cjt=wnee of t,

uwtiM shal be hold Inva"d the ninaksdm of fti ApeO=SiV C~ Soe qVplkO of Vaxti prov,2tk.to Otheipuou PWI Ofr d inatIDG4W Or iasmA, sball uno be f.u &ibuy.

C.

SeUtemeat Accout The PX Participmct shal Itan times abrrina an -os wt~ a bank in Calffgmi to vhki, =din or debits will be mde& in awcnde ith fth b~ilis mal Senim proviskin of Section 6 of the PX TWnIM The details Of such accouint shall be 0Af O in~

mSw 7hmofw nora frdsdby &g PX fttcipau to &he PX frorn time to te by giving at Ingi Sý Euuneu Days w,~ notice ete Ff Nedw nm&co=becOoje

7.

Notices Any notice rianmd or yaques =a&e to Cr by eigbW pxty regardig this Apeemet 9hal be made In accordance with the PX Tariff and unleas Othwic uanad ccagred shall be made to Ow. mptsusetat of The other party indicated below PX:

Name of primary repeantsfive Lega Depertsait Name of Lmaltrntve represeocezive: client Services Department Address:

1000 S. Pr~ont, Building A-139.W, 5' Flocir, Staft: AIWbaMba Calfifnia Zip code-91903.4737 E-mail Addrss: www.calpx..com Phone no.:

626-537-3100 Fax no.:

626-S37-3191 PX participant:

-Name of primrny reprrsentative:

Christice Masto NaMe Of ZltMn.jVC rcpseutaiVe: Energy OperjionS Addr=s: One oreanvjcb plana State: Gieenwich, CT Zip code: 06130 E-Maili Address: www.scmpmrzadiiig.Co Phone no.:

203461-3600 Fax no..

203-861-3927 Settlement Accomt=

Sot od:REDACTOED

8.

Incorporstion of Tarliff The PX Tariff is incoporated herein and made a part hereof. In the event of a conflict betwme the terms and conditions of this Agreemient and any cd=~ terms and condirionw set forth in The PX Tariff, the teras and conditions of the PX Tariff shall prevaL

9.

Electronic Contracting.

All submited applications, schedules, bids confirmations, changes to information on iMe witih the PX and other comznumicajons, conducted via elecctronic tiansfi (e.g. direct camputit link, FTP Mie transfer, Exh. 5- 00 0 6 1

1. 0 0

bWladn bwA *-m4 hcdmfle or wWs6wý ambHdmdbyto PX) sh&U bmdwmms Impa rWL%,

obUSgim ud odw b*lcdkm w mt ftt in the tam ad ccadidem of the PX Twiff a

wocubd In w.

famaL

10. Psymmt OblpdooL AD obbpdow tD pay smm= cr padbrm obigafim dw wA 10 dw PX Twiff mad my adw r-I to tuescrodurexpeam "I tofidsAg=nft(kwAft w lirnftdfffl GXPonm I to dw Mctcr Savice Agresatod) or the PX Pwtcýwes noft m the PX Mtdkzt Sm=By da be the sole moponsMiky of the PX Padc#=L Exh. 5 - 00062

INVVrrNPMVATlRZOFthaPmtkshmcm ftAVv=mlob*wcacuadby**wcqmWvs unharizeti aftiab.

PX, By.

Name 7%9 PX Partiýr SEMPPLA ENERGY TRADrNG CORP.

Nm=

Tide 3/1-9/46 Ddc Exh. 5 - 00063 4

ANDIDUGM tO AEIC1PAIWMfAmnakWr entered tmo, by sad betmo Sempra ZWV Tradbg Corp.

awd the Ca*ifaruti Nwsr Kebamp Curporation Prtial Raqm*imaaU Costmor - Opm 2 (Monthly a t

Under the terms of tie PX Tuir Appeodix E, Rzte Scheca I Sem Energy TradiS Cop. (FX Participant) sele= Suh=#Ytic2 Chap Option 2 for PalW keqirmszzs Cunomag. To ;n this service, the PX Participm must make me of the fonlowing clacms Election A.(Standing Order to PX):

PX Participam xmninate an inkil quantity of 0 (wo) MW a its Subsribed Demand or peak hourly usage level thragih the PX each calendar mooth, but no'em than twelve caloendar monath commencing April 1, 1 9 and utacrmting an April 30, 1993.

It i further qand that PX Partiipmnt may chanme Its m 1y

'ubscibe..d Demand ft my month(s) of it starnding order by providing notice to the PX at least five business days prior to the xaWt of the month for which the quantity will chang.

The notice sha in the revised quantity and the number of months for which that revised quantity shall be effective. Thuf=t, unless othorwise timely notified, PX Participanr's Subscribed Domand for each successive mT-h of the standing order will be assumed to be PX Pmiciant's initial quantity, Election B (Monthly Notice to PX):

PX Parricipant nwmina 50 (fifty) MW as its Subscrib Dmad or hourly peak usage level through the PX for the calendar mont cinmecing April I, 1998 end uminzn on April 30, 1998.

To continue utin the Monthly Subscription Option, the PX Pticpat must provide notice to the PX of the quantity it wishes to purhase through the PX for any manth at least five busiess days prior to the start of each moth in which the PX Participam wishes to utlize the Monthly Subscriptionptin.

PX Participant may notify the PX five days in advance of any mncth whether it will take specified Subscribed Demand quamiry(iea) for specified months.

If timely nocice is not provided under Election B, then PX Plticipant's Monthly Subcribed Demand quantity is aauined to be

o.

2.

PX Participant may change its election upon notice t the PX a least five bo*anies days prior to the str of the month for which the dhange is desired.

3.

Notice shall be provided to the PX in any method set forth for Elec*onic Ctsiacting in Section 9 of the Participation Agreement camrad into between the parties on March 19, 199M.

4.

It is further agreed that the rate for such serv, the Partial Requiremenn Monthly Subscription Charge, is set forth the PX TariM, Appendix E, Rate Schedule 1, as revised frIom time to time. To the ext-n that a buyer exceeds it Subscribed Demand during any hour of the month, the Partial Requirements Volumetric Charge will apply to any MWhs exceeding the Subscribed Demad level. as set forth in Rat Schedule I.

Page 1 of 2 Exh. 5 - 00064

IN W~rNLSS WHUOFM, the FmtIsm humi d this Ad=&

I be exeztd by dwir rcqmdv authonzd oftials.

By:

CALIFORNIA POWER EXCHANGE CORPORATION.

Name This Dmg By.-

SEMPRA ENERGY TRADING CORP.

'7.

Nride 54-eve44 Phmcivc Page 2 of 2 Exh. 5 - 00065

-=Vlq/q,3 Deb

ADDOWDVM 70 PAITJWATMNI ACRZZNE4 entered into, by sad bews Seaupr Iawg Tradiag Corp Old the Camoflfo ej POW. Izabauge CorPOra..

Termin at F..ElsdQs Unider the terms of the PX Tall Smpra Bwv Trading CcAq. OX PWdCip4+/-) undcruatad that to partzcpatemi the Califrmia Power Exchan~ge Corporatim OWX, PX ?v*mrtc~

is requk-ed tD udliz the PX trade applicatin software.

It is widustood that to udlixs this software all FX Pa**iput must pay TermkWa FOMsU la fif in tbe PX Tariff Appendix E, Raze Scbedclu 1, for. each~ watkuud on which thu trade appllmionm sftware LI udlized. It is finther mmestood that PX Participant mus also execazt a Softwarg Subliomaning A~Sron+/- with 6h FX in order to utilize the trade application software.

PX Pmtcip agr sees to subscribe to one (1) bwkd app~catioc~s)ý PX Participant is permifttd to change the total number of ftrd applirminns so which it wil subscribe by providing notice to the PX at leant fmv busiieas days prior to the saut of the manth in which PX Participm requb=e a different nwzber of wade applicatians. Tha Wul monthly amss of TermkWa Fews wil be charged fo each use of thetrade applicatiin saftware during arty part of a men&h Notice shall be provided to the PX in any method We fozsh for Electronic Conraicting in Section 9 of the Participation Agrem=nt entered tnto between the parties ga March 19, 1991.

Page 1 of 1 Exh. 5 - 00066

I 0

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PX PANTCIPAtTAPPUCA 770A Biillng Supplementary Information

1. If your company has tax ex==:t stats what is yoUT TAX E3C4PT CERTIFICATE NUMBER:

REDACTED

2. Is your Federal Tax.ID also your soc security nwmber?

0 YES

• NO

3. What is the DFI ID or Transit Number that should be used for routing mrposes in the n

pREDACTED

4. Which Subscription Rate Option will your Company subsmibe to? Plmo be advised that any energy which exeeds subscribed demand levels in a givw time period, now will be bil at the volumetric charge rate.

Monthly Q Yearly 3 Volumetric (default)

5.

With respect to the load and gcnueation resoures owned by your company, are all rmsowus owned 100% by your company? N/A U Yes, my company has 100% ownership of all of its resources C

No, my company does not have 100% ownership of all of its resources Please contact the following person regarding the ownership percentages of jointly owned resources:

Contact Name Contact Address Contact Phone Contact Fax Contact Email Section 5 November 1997 Exh. 5 - 00068

PX PARTCIPANrAPPL=cA 7lON ISO Supplementary Information The following agr=mets are required if the applicant is directly connected to the Califoria Independent System Opeao (ISO) Control Odd.

1.

Every generator located within the Ste of Coalihia from which you p'mhase outptv for meeting energy or ancilary service must =

a 'warticipafing Generator Agreemn2+/-' with the ISO. As a represented Oumtor, the participant has sined a Participating Generator Agrement C

YES Pleas give date signed.

SNO Pla w give date when planning to sign.

% DOES NOT APPLY

1.

As a represented UDC, the participant has signed UDC Operating Agreemcnt and meter service agreements with the ISO.

SY E S P lea = g iv e d a te sig n e d.

0 NO Please give date when planning to sign.

25 DOES NOT APPLY I.

The PX Participant certifies that the end use customers, on whose behalf it submits schedule, will adhere to the metering standards set by their local regulatory authority or those set forth in the Metering Protocol. As a repesented ISO Metered Entity, the participant has signed an ISO meter service agreeents.

Q YES Please give dat signed.

Q NO Please give date when planning to sign.

DOES NOT APPLY Section 5 November 1997 Exh. 5 - 00069

PX PART1CIPANTAPPLWA 77ON ISO Supplementary Information (continue)

The following apvrmets are required if ft appi t is directly cometed to the California Independent System Opemtor (ISO) C,=9rol Grid.

1.

As a wholesale customer, the participant mwe-xr to the PX tha participant: is eligiable for wholeale transmission sevice pursuat to the provisions of the FPA Section 212 (h).

QYES Q NO k DOES NOT APPLY

2.

As an End-Use customer which requests Direct Access service, the participant warrnts to the PX that the participant is eligible for such se'iLee.

DYES C NO b DOES NOT APPLY Section 5 November 1997 Exh. 5 - 00070

PXf PA9TICPAJITAppICA 770w OPERATION CowrAcr lDEvnwmATioN 71e operations conte will be respoauille fii receiving and executing dispath md otbm opera1tsjg istr~tions. Ke or she will also be rapxuisibi for providing update regarding the sugam of dwir resources to thie PX. In the temporary meieof the PrirnuY oP~aMSC coUtac a secondaty Contac may be used. A sepmat foim is needed for each opa~vdims ootztac perw& pWLes make additinal Copies as needed.

e eave 1teP psiesPa I

rleu nybfnnuk wiles the cgl&er co cooilim h is or heyuaewity Wafmwka Please id~f eirerveucy eaabtm for 24-hour availabilty, seva days a vuek.

E~NTrr'S FUJLL LEGAL NAME: SENMP ENERGY TRADING CORP.

CONTACT'S FULL LEGAL NAMM: CH4rISIN MASTRO WfPRuMARY u simoNDARY SPECMFC SITES-GREENwICIL cT 0613 0ALLSI'TES POISrrWNIrLE: MANAGINrG DIJUECTOR OFFCE ADDRESS: ONE GRELNWICH PLAZA, GRKENWICH CT 0613 OFFICE PHONE: 203-6I-3600 HOME PHONE.

213-769-.9974 FAX: 2"361-3827 FAX; N/A CELLuLAR-N/A__________

PAGER-NIA E-MArL-WWV~W.SF.MPRATRADING.COM SECURrrY IN-FORMATION THE SECUrITY VNFORA"4770N PROXWDED IS FOR LDEN77TIFC4T7ON PU1POSES ONLY AND1 ACCU7RACY OF THE DfrOR.MA T7ON W=L NOT BE VWFTED) BY TH7E PX Section 5 November 1997 Exh. 5 - 0007]

Ford PXPA~r77WJAjTA~ppj=

rioN SEMTON 5 - r.NTrry (PX APPLIC.AnT CERTWICATE AND AGREEMENT 71e cothy hereby certiies by ins signatture below tha it is e14lgbe to be ameted as a PX Pmrticipt The atity hereby certifies tha the supphamentaz7 khromtlo provided in all section this Applicadon ii accrv and coaqict to the besn of the signatory's bnowledg and belief~

The endty Wmee to be wholly responsible for die am of ks mnployme wvid die smape of their employment Md the acU of itsn horized Traders and coomorts [See Seorti 2 of fth Applicuion as described in the PX Tanff Md pX protocol.

The entty agrees to be bound by the trmsa id. conditiona as sat fbrth in do FX Tariff aind PX Proumiool MUST RE SIGNED BY AUTHOR=)E OFFICa~ OF YRE ANTIIT:

PRINT FULL LEGAL NAME;:I

~

SlGNAT1RE,

)

TTlLE:

cllaijLmTh2-M &. 0~

DATE; STATE OF:

001__

COUNTY OF:

v~ A A-On 7/

A 5befon me, Dare pcrsonmlly appeared tiC 44&i

sic. F 3 Personally known to me

- OR - Xproved to me on the basis of safishictory evidence to be The person(~whose h1=0% Wanu subscribed to the within instutmien and ackowledged to Me tha brsedAbh executed the same in hisAdhWiniautorized capacty(w), and that by hb4/*4hris sipstatrc(s) an the huinsmz the perscm(*ý or the entity upon behalf of which the Pawon(s) M4ctedexcued the hinsbugnit son omg CL My Commn Evmbn 3X 'tNSs my hand and official seal.

b r io

ý

~oyPublic Thie PX ref wur 72 hemwi to peeex sany dchanst pernaU Plieae reurn~ this c"mWv eted aPP&'&nle to YmurikPrbjl confea or send ft we CaIlfarnis Power Exchange Ceiperation, Att: Mark&~ Suvkiel 1000.& Fraxax, Brsidbi A P-Wa, i* Fleer, Aih~ke a, CA 9189034737 Section 5 Novmrber 1997 Exh. 5 - 00072

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ARTICLE U TERM AND TERMINATION 2.1 Effective Dat. This Ageemet sant be effective M of a* da of mte e

of hdis Apmc@u and shall remain in full force and effect uarff to pwmw= to Semd 2.2 of fti Agres u

2.2 Termination 2.2.1 Temination by X. The PX may P dhs Apeim by giving wr notice of termination in the even that the PX Patiipmns Wti&e udr Section 2A6 of toe PX Tziffi*i caced by the PX, unless excued by reason of Uncomifebble Frces In s rdom with Section II of di P"X Tariff or in the even: that the License Agmaent is tcmk0d.

2.2.2 T==inatioo by PX Participant In di em that tle PX Putiet wishe t temnnt this Agrecmen, the PX Participant shall give th PX ari.e =4ic of mdih intt to rimfte mnd t&e dm upon which termimatio is to be effective.

2.2.3 Effects of Expiration or Teruinition.

pomn expir/iu or tertnarka of dis Agreemew for my reason, the PX Participant sbal] (a) discontinue ii use of tim Softwar Product md Documentaro, (b) deliver to the PX all physical copies of the Sofume Produic sod Docunewatitn in its possession or rmae it control, (c) eras or destoy all copies of th Sofwui Product and D a

ctaiw i my computr memory or dam storage apprats uad its coons! and (d) provide PX with wrt lce within one (1) week of expiration of terminatim ccertfyibg that ha camplid with the tems of this Section.

ARTICLE M GENERAL TEPS AND CONDITIONS 3.1 Agreement Subject to PX TariM This Agmcen shall be subject to the provisons of the PX Tariff which shall be deemed icrporatsd hei as the &a= may be changed or superseded from time to time. In the event of a conflict between the ' 1mad condiious of this Agree*ent &ad aMy o*Ar term and conditions set forth in the PX Tarff the terms and conditions of the PX Tariff shall prevail to the eiErnt of the inconsistency.

3.2 OM as Third-Party Beneficiary. OM shal be a thkd-puly beneficiary to this Agreenmc.

OM shall have access to any rlevae information, reems and filties of the PX Participat as roquirad by OM. The PX, OM and/or their represenataivesh drll have th right to examine the fiafitie and the books, records and other relevant materials ofith PX Pmicipgnt to the exun necessary to vwrify complih e with the terms of this Agrtmenan ARTICLE IV LICENSE TO SOFTWARE PRODUCT AND DOCL4MENTATION 4.1 License. Subject to dte terms and codims of thO Agreement, the PX hereby Vnma to the pX Participant and the PX Participant hereby accepts a *on-exchsive, nia-trussrable license m use the Software Product in machine readable object code and the Documentation solely for the purpose of operation in cowiectioe with the trading activities of the PX on die following computer locafed at the following site(s): GrCenwich, CT. The PX Participan may not chnage the location of the Software Product without the PX's prior conse=L This license i for the version of the Software Product described In Article l;any other versions, releases.updates or qupgrades of the Sofrwan Product hal be the subject of a separate agreement. The territory of this license isthe United

• St*e, Camada and Mexico. The PX Participant shall not authorize or permit the Soft*re Product or Documentation to be used or accessed by any third party other than consulants or cont-rcm of the PX Partiipant who have a need to access the Exh. 5 - 00074

Software Proct to porrm service tw the PX Par=ciut ad who hm 14ped a nodisclosre agmaneu with the PX PartiipmL 4.2 Licensed Operati*g Sysmm. The Softwx Prod4 is licensed for ex*au an a Windows NT opmting systm only.

43 Intellectual Propety RigML The FX Partlcipmt akmowl*

s mad am that the PX or It licensers will retain all right, tide, in',

and ownmeh in mid to the Software Product amd Documentation, inclhuing rights of copyright, Uadaaz4, trada ateM platct and other intelaleal property righs. The PX Participat shall ue rason" fforb to maain to Software Product Docuntationi in confidence and shall not da dy or idirscy, publish, communi or dclos the Software Product anid Documention wltht dwh P3s Fldr W.

ci2 w 7u PX Pftiipa shah reproduce (and shall not obliateri or obsc=) the bile=al and propamty right ntice oft or in the Software Product and Doc1nlmion. IThwproviuion of this Section A wal!

m wvivt e

iion or termihtion of this Agrteawn.

4.4 No Transfr of T1W-The PX don ad' On the PX Pazticipet any thid to or right of ownership in or to the Software Product or the TDocumaxioa pumsus to this Agremew or otherwise.

4,5 Non-Exchisive. The PX and l litemnm exprsessly nrserve eright grant liemses to the Software Product or Documnetatio to other Usem without rtsriction or limitation of any kind.

4.6 No Right to Assign, Transw, or Licane.

The PX P t

shall not subliceuse, lmse, encumber or otherwise transfe or, sip this Agrat ortet l

Software Product or Docu*eaion to any third party or to use or prmit dme use of the Software Product or the Documemtion outside th scope of this Agreement provided that the FX Participant may uszsf" and assign this Agreement and its right to use the Software Product and/or Documenation to any subdidiary or affilis corporation of PX Pwacpat or of any purchaser of ll or substantally al of t&e asse comprising the busmies of PX Participnt.

4.7 Back-up Copies. The PX Particip sll be entitled to make me (1) back-up copy of the Software Prodct as a back-ups for its own use only. The PX Participamt shall not be entitled to make copies of the Docizmentaion. Additional copies can be wcuired frmo the PX for an additional fee.

4.S Non-Circumvent. The PX Participant shall not decompile, reverse assemble or reverse engineer the Software Prod=t for any reason.

4.9 lnstallaion and Conversion of Data. The PX Participntt shall be solely reponsibl for (a) installation of the Software Prod=ct, (b) intmvperablity of the Software Product with =ay other software and hardware of the PX Participant and (c) the conversion of any daft required in cmnection with the PX Parricipant's use of the Softwa Product ARTICLE V SOFTWARE PRODUCT WARRANTIBS 5.1 Vendor Warranties. The PX hll pans through to the PX Participm any warranties with respect to the Software Product ofered by OM or HSAS T71 PX shall have responsibility for enforcing the provisions of the warranties against OM or HSAS. Except as provided in thiB Article 5.1. the PX disclaims all warranties regarding the Software Product 5.2 Non-lnfringexmant The PX warrants that the Software Product does not knfringe any United States intellectual property right of third partita. The PX amd/or its licensm shall, at their expans derfend any action brought against PX Participant to the extent that it is band on a claim that the Softwwe Product and/or Documentaion infringes any US Patent, copyright, cne, trade s*et, or oihw propuieay ight, provided that the PX is promptly notified in writing of such a claim.

Exh. 5 - 00075

53 Diskclm.

Any w..

do my be aics to the Saww Pi nhall not "ly tD ite MxaW the PX P-h11 mae

=an modiScati or Chan toAm Saftwom prod=t, or if defidiendes or maeffm of thc Softwm P dt mat due to com. ad pwdnc VmMa to &e Softem Produc or w Opusiom oftsh SOftww Ptod-t In Ua MM athr tas atemzpl d by te Domtentian.

5.4 No Other EXw or IWqid W

e. THE WARRANTMS SET FORTH IN "'Du AGREEMENT ARE IN LIEU OF ALL OTE WARRAN7Ts, EXPRES O

UEDM D, INTaVTDINO WITHOUT LMITATIC0 ANY WARRANT= As TO SUMTABU.ITY, MERCHANTABILrIY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARTICLE VI DISPUTE RESOLUTONW 6.1 Disputv Reathhm. The Pies 1hal mak raswoable effwu to seal al dispues arid owt of or in 'c-oct whth WA Apgemmi In to ev my dispute i not gakd, ft Pagtes &hall a, to the PX ADR Procedures m frth in -

with Sectimo I of the PX TwKff which is incorported by rftmM exeept that aD nfrmecc to d0 PX Tw-iff n Sefio 7 of *t PX Tariff shal be rad as rnfence to tis Agrement.

ARTICLE VII LIABILITY AND NDENIFICATION 7.1 Liability and dmik=

ficatj=. The provisjos of Section 9 of fte PX T-iff will apply to lability arising under this Ag r

, exacept ths all reeutices to the PX Tariff in Sectiou 9 of the PX Tarff shal be read as references to this Agretnem.

ARTICLE VIII UNCONTROLLABLE FORCES S.I Uncontrollable Forces Tariff PrwAuiwm Section 11 of the PX Tariff shall be hincro d by ftrefence into this Agreemout except that all Mfereces to he PX Tariff shall be read is refirnces to this AgreementL ARTICLE IX MISCELLANEOUS 9.1 Goveing Law and Forum. This Agreemet shatl be deemed to be a contract made und and for all purposes shall be gomed by and construed in accordance with the laws of the Stite of Calfonia, except its conflict of law pmvsions. Mw Pat*eS ievocably consent d any legal action or poceeding arising under or relating t ths Agreemen to which the PX ADR Procedures do not apply, shall be brough aappropriate, in any of tho following foJmL any court of the State of Califtia any federal coort of the United States of America located in the Stan of Califfnia or, where smbject to it primary or exclusive jurisdiction, before the Federal Energ Regulatory Cotumission. This Agreement shall incorpor-ae by refecnce Section 15.6 of the PX TwHE 9.2 Reservation of Rights. All rights not ex=pessly granted in this Agreemet are hereby reserved to the PX and is licensrm-.

Exh. 5 - 00076

91 Anigmmant Exc@ptnxtmdlmPwmrmFh4.6,&ePXP t4rjpmw=*yM"jjpgdSAp=nc1j%

tn wbole or in pa; or any of ks rou or obUSukw mda dds ASremsm wMm *0 pdw writtm r.=snt of the PX. Any sb=md asMumm in vWmtim of dib pavbim da be vW&

Exh. 5 - 00077

D4J WmrNESS WHEREF, do Pawl hwslo bmv

• ~ Ihn Ageemat to be owutod m bob&a~ of co by and dougIh tiir mutbaizd represondlves ua of~

tw do m t ftth in the fmfi puimaph of tbs CALIFOPM4A POWER EXCHANGE CORPORAThIO SEMPRA eNEROY TRADING CORP.

-.7

Title:

Ic s Exh. 5 - 00078 I

Exhibit 6

(Multicurrency-Cross Border)

ISDA0 lIternational Swap Dealers: Associatioa. Iac.

MASTER AGREEMENT datedasof July 29, 1999 S........

......°.°o...........

Sempra Energy Trading Corp.

Pacific Gas & Electric Cc:rany

("Party A").........

P.art. yd B.)

have entered and/or anticipate entering into one or more transactions (each a -Transaction-) that are or will be governed by this Master Agreement. which includes the schedule (the -Schedule*). and the documents and other confirming evidence (each a -Confirmation-) exchanged between the parties confirming those Transactions.

Accordingly. the parties agree as follows:-

I.

Interpretation (a)

Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)

Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement. the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule). such Confirmation will prevail for the purpose of the relevant Transaction.

(c)

Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this -Agreement-), and the panics would not otherwise enter into any Transactions.

2.

Obligations (a)

General Conditions.

(i)

Each party will make each payment or delivery specified in each Confirmation to be made by it. subject to the other provisions of this Agreement.

(ii)

Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement. in freely transferable funds and in the manner customary for payments in the required currency. Whet:

settlement is by delivery (that is.

other than by payment), such delivery will be made for receipt o1.

the due date in the manner customa,-y for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

'iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

CoPYright 0 1992 by lutcMUatioal S-ap Dealers Association. !

Exh. 6 - 00079

(b)

Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)

Netting. If on any date amounts would otherwise be payable:

(i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)

Deduction or Withholding for Tax.

(i)

Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority. then in effect. If a party is so required to deduct or withhold, then that party ("X") will:

(1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y:

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the. full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

2 ISDA 1992 Exh. 6 - 00080

ii)

Liability. If:

"(1) X is required by any applicable law, as modified by the practice of any releva.:

governmental revenue authority, to make any deduction or withholding in respect of whicb X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2)

X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X.

then. except to the extent Y has satisfied or then satisfies the liability resulting from such Tax. Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) -

DefauTT-J7-er-estj;--iherAm-nitnts. Prior to the occurrence or effective designation of an Early" Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c). be required to pa.- interest (before as well as afterjudgment) on the overdue amount to the other party on demand in the sa.t c*r ency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3.

Representations Each party represents to the other party (which representations will be deemed to be repeated by each party on'each date on which a Transaction is entered into and, in the case of the representations in Section 3(f). at all times until the termination of this Agreement) that:

(a)

Basic Representations.

Mi)

Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and. if relevant under such laws. in good standing; (ii)

Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is. required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to

'..t, is a party and has taken all necessary action to iuthorise such execution, delivery and performance; (iii) No VioLation or Conflict. Such execution. delivery and performance do not violate or conflic, with any law applicable to it. any provision of its constitutional documents, any order orjuogment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have beer' obtained and are in full force and effect and all conditions of any such consents hav'e been co, rapqizL with; and (v)

Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

Exh. 6 - 00081 ISDA, 1992 3

(b)

Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c)

Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)

Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)

Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)

Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4.

Agreements Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:

(a)

Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand),

with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other part), and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)

Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)

Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)

Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)

Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by ajurisdiction in which it is incorporated, 4

ISDAt& 1992 Exh. 6 - 00082

organised, managed and controlled. or considered to have its seat. or in which a branch" or office tbL'ouob which it is acting for the purpose of this Agreement is located (-Stamp Tax Jurisdiction-) and will indemnifv "the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other pat',v s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.

Events of Default and Termination Events (a)

Events of Default. The occurrence at any time with respect to a party or. if applicable. any Credit Support Provider ot such party or any Specified Entity of such party of any of the following events constitutes an event of default (an -Event of Default-) with respect to such party:

(i)

Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Lt ft-sivns'EriDay after notice of such failure is given to the party; (ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i) 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) Credit Support Default.

(1) Failure-by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms. disclaims, repudiates or rejects, in whole or in part. or challenges the validity of. such Credit Support Document; (iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (0) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider.-of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v)

Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party MI) defaults under a Specified Transaction and. after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of. an acceleration of obligations under, or an early termination of, that Specified Transaction. (2) defaults.

after giving effect to any applicable notice requirement or grace period, in making any payment z*:

delivery due on the last payment, delivery or exchange date of. or any payment on early termination of. a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or

'ejects. in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If -Cross Default-is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however 5

Exh. 6 - 00083 ISDAo 1992

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive), or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or tiansfer.

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)

Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event 6

ISDA-1992 Exh. 6 - 00084

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:

(i)

Illegality. Due to the adoption of, or any change in. any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):

(I) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii). Tar Event. Due to Wx) anyaction taken bya taxing authority, orbrought in a courtof competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agrecment) or (y) a Change in Tax Law.

the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax tinder Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e),

6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tar Event Upon Merger. The party (the -Burdened Party') on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any lndemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with. or merging with or into, or transferring all or substantially all its assets to. another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii):

(iv) Credit Event Upon Merger. If-Credit Event Upon Merger-is specified in the Schedule as applying to the party, such party (-X-), any Citdit Support Provider of X or any applicable Specified Entity of X _

consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to. another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X. such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) Additional Termination Event. If any -Additional Termination Event-is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and. in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Ever.n the Schedule or such Confirmation).

(C)

Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitu'es an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

7 Exh. 6 - 00085 ISDAo 1992

6.

Early Termination (a)

Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)

Right to Terminate Following Termination Event.

(i)

Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii)

Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer Within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then ISDA_ 1992 Exh. 6 - 00086

continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(C)

Effect of Designation.

0i)

If notice designating an Early Termination Date is given unde-Section 6(a) or (b). thL-. Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(c) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(c).

(d)

Calculations.

W) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confumation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date wbich is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as afterjudgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e)

Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the panics' election in the Schedule of a payment measure, either -Market Quotation" or -Loss-, and a payment method, either the -First Method-or the "Second Method-. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second-Metbod". as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

Gi)

Events of Default. If the Early Termination Date results from an Event of Default (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive numb-r, the Non-defaulting Party's Loss in respect of this Agreement.

(3)

Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Scttlement Amount (determined by the 9

Exh. 6 - 00087 ISDAc 1992

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)

Termination Events. If the Early Termination Date results from a Termination Event:

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ()"C) and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii)

Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(dXii).

(iv)

Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

10 ISDA9 1992 Exh. 6 - 00088

7.

Transfer Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under tbis Agreemen:

may be transferred (whether by way of security or otherwise) by either party without the prior written consen:

of the other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to. another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

4-. ---

C-of-rrct-AI Currerrd'y..

(a)

Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency*". "7o -he extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed.

acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of.all amounts payable in respect of this Agreement.

If for any reason the amount in the Contractual Currency so received fails short of the amount in the Contractual Currency payable in respect of this Agreement. the party required to make the payment will. to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall-If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement. the party receiving the payment will refund promptly the amount of such excess.

(b)

Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currenicy other than the Contractual Currency is rendered (iM for the payment of any amount owing in respect of this Agreement. (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as'a consequence of sums paid in such other currency if such stiortfall or such excess arises or results from any variation between the rate of exchange at which the Cdiotiactual Currency is convened into the currency of the judgment or order for the purposes of such judgment nr order and the rate of exchange at which such party is able. acting in a reasonable manner and in good faith in, convening the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term -rate of exchange-includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c)

Separate Indemnities. To the extent permitted by applicable law, these indemnities constI:':'c separate and independent obligations from the other obligations in this Agreement. will be enforceabte As separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in jespect of this Agreement.

(d)

Evidence of Loss. For the purpose of thisSection X. it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

Exh. 6 - 00089 ISDAM 1992 I I

9.

Miscellaneous (a)

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)

Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c)

Survival of Obligations. Without prejudice to Sections 2(aXiii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)

Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)

Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmissiofi), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f)

No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other fight, power or privilege.

(g)

Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10.

Offices; Multibranch Parties (a)

If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into (b)

Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c)

If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

H1.

Expenses A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document 12 ISDAD 1992 Exh. 6 - 00090

to which the Defaulting Party is a party or by reason of the early termination of any Transaction. including, but not limited to. costs of collection.

12.

Notices (a)

Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:

(i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iiiO if sent-by facsimile-transmissien,--on the date that-transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iv) if sent by certified or registered mail (airmail. if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)

Change ofAddresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13.

Governing Law and Jurisdiction (a)

Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(M)

Jurisdiction. With respect to any suit. action or proceedings relating to this Agreement

(-Proccedings-). each party irrevocably:

_ i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed

-by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and 6ie United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York: and (ii) wai-es any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in atn inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jur-.S...:

(outside. if this Agreement is expressed to be governed by English law. the Contracting States. as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)

Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any 13 Exh. 6 - 00091 I.SDAD 1992

reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Aereement will affect the right of either party to serve process in any other manner permitted by law.

(d)

Waiver ofImmunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use). all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.

Definitions As used in this Agreement:

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affidiate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Applicable Rate" means:

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii))

by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(aXiii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

14 ISDA 1992 Exh. 6 - 00092

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv).

"Event of Default"has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemniflable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including. without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having bad a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related-person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i). in the place(s) specified in the relevant Confuimation or. if not so specified.

as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement., (b) in relation to any other payment., in the place where the relevant account is located and, if different., in the principal financial centre, if any. of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i). in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b). in the place where the r'elevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated Transactions. as the case may be. and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain. in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be. including any loss of bargain, cost of funding or. at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date-and not made, except, so as to avoid duplication, if Section 6(e)(i)(C) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section II. A party will determine its Loss as of the relevant Early Termination Date, or. if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Eac..

quotation will be for an amount, if any. that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the -Replacement Transaction-) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was.absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have 15 Exh. 6 - 00093 ISDAv 1992

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or home office.

"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of:

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.

16 ISDA 1992 Exh. 6 - 00094

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future.

contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule. (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign excbange transaction.

cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax"means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxin. aL::.

respect of any payment under this Agreement other than a stamp, registration, documentation o: *::iiz." ta.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if -Automatic Early Termination" applies, immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which sucb foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that la:=:

,d:a.

T1:

foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate o:

(a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(aXiii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market 17 Exh. 6 - 00095 ISDA 1992

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or. if each party is so obliged.

it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

(Name of Party)

By:.............................................................................

Name:

Title:

Date:

S...............................................

(Name of Party)

By:...................................................................

Name:

Title:

Date:

18 ISDA 1992 Exh. 6 - 00096

SCHEDULE to the Master Agreement (Multicurrency - Cross Border) dated asofJuly 291999 between Sempra Energy Trading Corp. and Pacific Gas & Electric Company

("Party A')

("Parry -B")

Part I Termination Provisions In this Agreement:

(a)

"Specified Entity" means in relation to Party A for the purpose of:

Section 5(a)(v),

Section 5(a)(vi),

Section 5(a)(vii),

Section 5(b)(iv),

Not Applicable Not Applicable Not Applicable Not Applicable and in relation to Party B for the purpose of:

Section 5(a)(v),

Section 5(a)(vi),

Section 5(a)(vii),

Section 5(b)(iv),

Not Applicable Not Applicable Not Applicable Not Applicable (b)

"Specified Transaction" will have the meaning specified in Section 14 of this Agreement, except that such term is amended by adding on the eighth line after "currency option" the words ", agreement for the purchase, sale or transfer of any commodity or any other commodity trading transaction."

(c)

The "Cross Default" provisions of Section 5(a)(vi), as amended, will apply to Party A and to Party B.

(1)

Section 5(a)(vi) is amended by deleting in the seventh line thereof", or becoming capable at such time of being declared,".

(2)

"Specified Indebtedness" will have the meaning specified in Section 14 of this Agreement.

Exh. 6 - 00097

(3)

"Threshold Amount" means (i)

S100,000,000 (or its equivalent in any other currencies) in relation to Party A, Party A's Credit Support Provider, and any Specified Entity of Party A; and (ii)

$100,000,000 (or its equivalent in any other currencies) in relation to Party B.

(d)

The "Credit Event Upon Merger" provisions of Section 5(b)(iv), as amended herein, wi44-applytio Party A and Party B:

Section 5(b)(iv) is deleted in its entirety and replaced with the following (italicized text reflects modifications from the ISDA Master Agreement):

Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X: (1)(A) consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporares, or reconstitutes into or as another entity or (B) enters into any agreement providing for any of the actions described in (A) and (2) such action described in (1)(,4) or (1)(B) does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker as determined by commercially reasonable judgment under then current market conditions than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); provided, however, that the foregoing action or event shall not constitute a Termination Event so long as in connection with or after such action or event X or its successor or-transferee provides (or causes to be provided) to the other party ("Y") within two (2) Local Business Days of Y's written demand therefor Eligible Credit Support in an amount satisfactory to Y in its sole discretion.

(e)

Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:

(1)

Market Quotation will apply.

(2)

The Second Method will apply.

(f)

"Termination Currency" means United States Dollars.

(g)

Additional Termination Event will apply. The following shall constitute an Additional Termination Event:

If the rating classification assigned to any outstanding long-term unsecured, unsubordinated debt of Party A's Credit Support Provider, in the case of Party A, or of Exh. 6 - 00098

Pacific Gas & Electric Company, in the case of Party B, is less than any of the following rating classifications, as determined by any of the following rating agencies:

Ratin2 Azencv Rating Classification Moody's Investor Service, Inc.

Baa2 Standard & Poor's Corporation BBB Duff & Phelps BBB Fitch IBCA BBB Dominion Bond-Reting&-rvice -

BBB then a "Ratings Event" shall be deemed to have occurred with respect to Par-y A (if such occurrence is with respect to the Credit Support Provider of Party A) c.-.

(if suck occurrence is with respect to Pacific Gas & Electric Company).

Notification. The party for which the Ratings Event is deemed to have occurred ("X")

shall promptly notify the other party of the occurrence of such Ratings Event. A Ratings Event shall be deemed an Additional Termination Event for which all transactions under this Agreement shall be Affected Transactions. For the purposes of Section 6, X shall be the sole Affected Party.

(h)

The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A or to Party B.

(i)

Amendments. The parties agree to the following changes to this Agreement:

(a)

Section 5(a)(v)(2) is amended by deleting the words "(or such default continues or at least three Local Business Days if there is no applicable notice requirement or grace period)" in the seventh and eighth lines thereof.

(b)

Section 5(a)(vii)(4) is armended by inserting ";" after the word "liquidation" in the

-seventh line thereof and deleting the remainder of Section 5(a)(vii)(4).

(c)

The definition of "Set-off' in Section 14 is amended by inserting the word

"'recoupment" (preceded by a comma) between the words "retention" and "or withholding" in the first line of that definition.

Part 2 Tax Representations (a)

Representations of Party A.

(1)

Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, Party A and Party B make the following representation:

-3 Exh. 6 - 00099

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation.

it may rely on:

(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement; provided, however, that it shall not be a breach of this representation where reliance is placed on clause (ii) above, and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(2)

Payee Tax Representation. For the purposes of Section 3(f), Party A and Party B make the representations specified below:

The following representation will apply to Party A:

Party A is a corporation created or organized under the laws of the State of Delaware. Parry A is a U.S. person within the meaning of Section 7701 of the Internal Revenue Code and its U.S. taxpayer identification number is 13-365355 1.

The following representation will apply to Partyv B:

Party B is a corporation created or organized under the laws of the State of California. Party B is a U.S. person within the meaning of Section 7701 of the Internal Revenue Code and its U.S. taxpayer identification number is 94-0742640.

Exh. 6-000100

Part 3 Documents to be delivered For the purpose of Section 4(a):

(i)

Tax forms, documents, or certificates to be delivered: None For the purpose of Section 4(a):

(ii)

Other documents to be delivered are:

Party required Date by Covered by to deliver which to be Section 3(d) document Form/Document/Certificate delivered Representation Party A Certified copy of Certificate of As of Yes Authority, Incumbency and Specimen execution of Signatures and Resolutions adopted by this the Board of Directors of any Credit Agreement.

Support Provider, authorizing the execution, delivery and performance of any Credit Support Document hereunder.

Party A and Certified copy of Certificate of As of Yes Party B Authority, Incumbency and Specimen execution of Signatures and Resolutions adopted by this the Board of Directors, or relevant Agreement.

committee of the Board of Directors, of Party A or P1arty B (as applicable),

authorizing the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder.

Party A and Audited annual consolidated financial Promptly Yes Party B statements of Party B and, in the case upon of Party A, any Credit Support demand after Provider for Party A.

becoming publicly available.

Party A and Unaudited quarterly consolidated Within 30 Yes Party B financial statements of Party B and, in days after the case of Party A, any Credit Support becoming Provider for Party A.

publicly I available. Exh. 6 - 000101

Part 4 Miscellaneous (a)

Addresses for Notices. For the purposes of Section 12(a) of this Agreement:

Address for notices or communications to Party A for all purposes:

Address:

Attention:

Facsimile No.:

Telephone No.:

Sempra Energy Trading Corp.

.._ 58 Commerce Road Slamford, CT 06902 Energy Operations 203-355-5630 203-355-5701 Address for notices or communications to Party B for all purposes:

Address:

Attention:

Facsimile No.:

Telephone No.:

and to:

Address:

Attention:

Facsimile No.:

Telephone No.:

Pacific Gas & Electric Corporation Spear Street Tower, Suite 400 One Market Street San Francisco, CA 94105 Ms. Jamie Fenton (415) 817-8175 (415) 817-8180 Pacific Gas and Electric Company 77 Beale Street, Room 727C Mail Code B7A San Francisco, CA 94105 Mr. Jeff Silva 415-972-5445 415-973-1899 (b)

Notices. Subparagraph (ii) of Section 12(a) of this Agreement shall not apply. Section 12(a) is amended by adding the words "; provided, however, that such notice or other communication may be given by facsimile transmission if telex is unavailable, no telex number is supplied to the party providing notice, or if answer ba-: confirm2aion is not received from the party to whom the telex is sent" in the third line thereof after the words "messaging system."

(c)

Process Agent. For the purpose of section 13(c):

Party A appoints as its Process Agent: Not applicable.

Party B appoints as its Process Agent: Not applicable.

-6 Exh. 6 - 000102

(d)

Offices. The provisions of Section 10(a) will apply to this Agreement.

(e)

Multibranch Parry. For the purpose of Section 10(c) of this Ageement.

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(f)

Calculation Agent. The Calculation Agent is Party A, unless an Event of Default or Potential Event of Default has occurred and is continuing with respect to Party A or otherwise specified in a Confirmation in relation to the relevant Transaction, in which case Party B is the Calculation Agent. All determinations by the Calculation Agent are subject to agreement by Party A and Party B. The parties shall, in good faith, endeavor to resolve any disagreement over a calculation. If the parties are unable to agree on a particular calculation within two business days from the day on which the disagreement arose, the parties shall appoint another mutually acceptable Calculation Agent that is a dealer in the relevant market.

(g)

Credit Support Document. Credit Support Document shall mean, for Party A and Part B, the Credit Support Annex attached hereto; and, Party A:

A Guarantee issued by Sempra Energy, dated June 9, 1999, which shall be a Credit Support Document in relation to Parry A.

(h)

Credit Support Provider.

Party A:

Sempra Energy, a California corporation, or any successor(s) thereto.

Party B:

Not applicable.

(i)

Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of New York without reference to choice of law doctrine.

The U.N. Convention on Contracts for International Sale of Goods shall not in any way apply to or govern this Agreement.

6j)

Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will not apply except as modified.

Only Transactions marked "CORE" will be netted together and Transactions marked "CGT" will be netted together.

CORE Transactions and CGT Transactions will not be netted.

(k)

"Affiliate" shall mean Sempra Energy Trading Corp., or any successor corporation(s),

with respect to.Party A.

"Affiliate" shall mnean "None" with respect to Party B.

-76 Exh. 6 - 000103

Part 5 Other Provisions (a)

Modifications to the Agreement (i)

The condition precedent in Section 2(a)(iii)(1) does not apply to a payment or delivery owing by a party if the other party shall have satisfied in full all its payment and delivery obligations under Section 2(a)(i) of this Agreement and shall at the relevant time have no future payment or delivery obligations, whether absolute or contingent, under Section 2(a)(i).

(iiU Change of Account. Seclion 2(b) of this Agreement is hereby amen-i-ed by the addition of the following after the word "delivery" in the first line thereof:

"to another account in the United States" (iii)

Section 3(c) is hereby amended with respect to Party A and Party B by limiting the definition of "Affiliate" to "None" with respect to Party B, and to Party A's Credit Support Provider (Sempra Energy) with respect to Party A. To the extent that the representation in Section 3(c) relates to each party, such representation, when made or deemed repeated, shall be of the latest date as of which audited financial statements for such party were issued.

(iv)

Section 4(c) is hereby amended by replacing the words "to which it may be subject" with the words "to which it is subject."

(v)

Section 5(a)(iii)(1) is hereby deemed to include the breach by the party or any Credit Support Provider of any representation, warranty or covenant set forth in any Credit Support Document.

(vi)

The introductory paragraph of Section 5(a)(viii) is hereby amended by adding the words "or reorganizes, reincorporates or reconstitutes into or as," in the third line thereoLafter the words "its assets to," and by adding the words ", reorganization, reincorporation, reconstitution" in the third line thereof after the word "merger."

(vii)

Section 5(b)(ii) is hereby deleted in its entirety and replaced with the following (italicized text reflects modifications from the ISDA Master Agreement):

Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)

(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from the other parry or a Credit Support Provider of such party from Exh. 6 - 000104 which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4)

(other than by reason of Section 2(d)(i)(4)(A) or (B)) or (C)Q and neither party shall have any right to invoke this Section 5(b)(ii) basedon any payments made or required to be made by a Credit Support Provider of such parry; (viii)

Section 5(b)(iii) is hereby amended by adding the words "or (C)" in the sixth line thereof after the words "Section 2(d)(i)(4)(A) or (B)" and by adding the words "or reorganizing, reincorporating, or reconstituting into or as." in the eighth line

- - thereof after the-words "its assets to.",

(ix)

Section 6(a) is hereby amended by adding the following after the last line thereof:

For a Fully Paid Transaction where one party has satisfied its payment obligations under Section 2(a)(i) of this Agreement and shall have no future payment obligations, whether absolute or contingent (the "Fully Paid Party"), then unless the other party is required to return to the Fully Paid Party upon its demand any portion of its payments, the occurrence of an event described in Section 5 of this Agreement with respect to the Fully Paid Party shall not constitute an Event of Default with respect to the Fully Paid Party.

The term "Fully Paid Transaction" means a cap transaction, floor transaction, collar transaction, or any other price protection transaction specified in a related Confirmation as to which a party has satisfied in full all of its payment obligations under Section 2(a)(i) of this Agreement and shall have no future payment obligations, whether absolute or contingent, under such section with respect to such Fully Paid Transaction.

(x)

Section 7 is hereby amended by adding the following subsection (c):

(c) with respect to a Frilly Paid Transaction, a Fully Paid Party may transfer its rights with respect to such Transaction in whole but not in part to any third party, provided that (i) such transfer will not violate the representations in Section 3 of this Agreement, and (ii) such transfer will not give rise to an Event of Default or Termination Event with respect to any assignee or party.

(xi)

Section 9(b) of this Agreement is hereby amended by the addition of the following after the word "Agreement" in the first line thereof:

"'or Credit Support Annex" (xii)

The definition of the term "Tax" in Section 14 is hereby amended by adding in the third line thereof after the v, ord "Agreement" and before the word "other" the words "or any Credit Support Document."

-9 Exh. 6 - 000105

(xiii)

The definition of the term "Indemnifiable Tax" in Section 14 is hereby amended by adding in the second line thereof after the word "Agreement" and before the word "but" the words "or any Credit Support Document."

(b)

Additional Representations. Section 3 of the Agreement is hereby amended by adding at the end thereof the following subsections (g), (h) and (i):

(g)

Eligible Swap Participant.

It is an "eligible swap participant" within the meaning of 17 C.F.R. Section 35.1(b)(2).

--(h).ý -

Commodity -Options.

With respecLtto Transactions involving commodit*

options, it is a producer, processor or commercial user of, or merchant handling, the commodity which is the subject of the commodity option Transaction, or the products or byproducts thereof, and that such producer, processor, commercial user or merchant enters into the commodity option Transaction solely for purposes related to its business as such.

(i)

Non-Reliance. In connection with this Agreement, any Credit Support Document to which it is a party, each Transaction, and any other documentation relating to this Agreement to which it is a party or that it is required by this Agreement to deliver:

(i) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement, such Credit Support Document and in any Confirmation; (ii) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction pursuant to this Agreement) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; (iii) it has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Agreement and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks; (iv) it is entering into this Agreement, such Credit Support Documents, each Transaction and such other documentation as principal, and not as agent or in any other capacity, fiduciary or otherwise; and (v) the other party is not acting as a fiduciary or financial, investment or commodity trading advisor for it. Exh. 6 -000106

(I)

Regulatory Authority. Party B has obtained authorization from the California Public Utilities Commission to enter into risk management transactions as contemplated under this Agreement.

(c)

Set off. Upon the designation of any Early Termination Date as a result of an Event of Default in addition to and not in limitation of any other right or remedy (including any right to setoff, counterclaim, or otherwise withhold payment) under applicable law:

The Non-defaulting Party, at its option and without prior notice to the Defaulting Party or any Credit Support Provider thereof, may set off all sums or obligations, whether matured or unmatured, owed by the Defaulting Party or any Credit Support Provider thereof to the Non-defaulting Party against any sum or obligation, whether matured or unmatured, (the "Original Obligation") owed by the Non-defaulting Party to the Defaulting Party or any Credit Support Provider thereof, and, for this purpose, may convert one currency into another.

Any such setoff shall automatically satisfy and discharge the Original Obligation to the Defaulting Party and its Credit Support Provider and, if the Original Obligation exceeds the sum or obligation to be set off against, the Original Obligation shall be novated and replaced by an obligation to pay the Defaulting Party and its Credit Support Provider only the excess of the Original Obligation over such sum or obligation. Any obligation of the Non-defaulting Party to make any payment to a Defaulting Party and any Credit Support Provider thereof hereunder shall in any event to be conditioned upon and shall arise only upon the date of the payment (by setoff, by cash payment or otherwise) in full by the Defaulting Party and its Credit Support Provider of all obligations then due and owing by the Defaulting Party and its Credit Support Provider to the Non defaulting Party.

For purposes of the foregoing, the Non-defaulting party may (i) estimate in good faith any sum or obligation that is unascertained and set off in respect of that estimate, subject, to accounting to the Defaulting Party when such, sum or obligation is ascertained.

Nothing in this paragraph will have the effect of creating a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

(d)

Confirmations. For each Transaction entered into hereunder, Party A shall promptly send to Party B a Confirmation via facsimile transmission in substantially the form of the Exhibits to the 1991 ISDA Definitions (the "Swap Definitions") the 1098 supplement to the 1991 ISDA Definitions, and the 1993 ISDA Commodity Derivative Definitions (the "Commodity Definitions"), as published by the International Swaps and Derivatives Association, Inc. Party B agrees to respond by telephone to Party A's Confirmation within five (5) Business Days after receipt of Party A's Confirmation, to confirm the

-61 Exh. 6 - 000107

accuracy of or request the correction of any of the provisions or terms contained in Pai-v A's Confirmation. Party B's telephone response will be followed within a reasonable time by Party B's written response or acceptance of Party A's Confirmation.

(e)

Interpretation.

Unless otherwise specified in a Confirmation, this Agreement, the Credit Support Documents, if any, each Confirmation and each Transaction are subject to the "Swap Definitions" and the "Commodity Definitions," as amended, supplemented, updated, and superseded from time to time, each as published by the International Swaps and Derivatives Association, Inc. (collectively, the "ISDA Definitions"). In the event of any inconsistency between the provisions of the Swap Definitions and the Commodity Definitions, the-eommudiry Defiliti-ons will prevail. In the event of any inconsistency between the provisions of this Agreement and the ISDA Definitions, this Agreement will prevail. In the event of any inconsistency between the provisions of the Crc":. Su-r:pc:n Documents, if any, and the ISDA Definitions, the Credit Support Documents wiii prevail.

Subject to Section l(b), in the event of any inconsistency between the provisions of any Confirmation and this Agreement or the ISDA Definitions, the Confirmation will prevail for the purpose of the relevant Transaction, except for Sections 5 and 6, which may be amended only by a written amendment executed by the parties.

(f)

Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction in respect of any Transaction shall, as to such Transaction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision as to any other jurisdiction or Transaction unless such severance shall substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.

(g)

Consent to Recordings.- The parties hereto (i) agree that each may electronically monitor or record, at any time and from time to time, any and all communications between them, (ii) waive any further notice of such monitoring or recording, (iii) agree to notify its officers and employees of such monitoring or recording, and (iv) agree *hz", ny such monitoring or recording may be submitted into evidence in any suit, trial, hearing, arbitration, or other proceeding. Each party hereto has obtained any necessary consent of its employees to the monitoring or recording of its employees' telephone conversations without any further notice.

(h)

Waiver of Jury Trial. To the fullest extent permitted by law, each of the pariie- '.ereto waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement.

(i)

LIMITATION OF LIABILITY. NO PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE) TO ANY OTHER PARTY; PROVIDED, HOWEVER, Exh. 6- 000108

THAT NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTION 6(e) OF THIS AGREEMENT. IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT IS DETERMINED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE A.ND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

(I)

Annual Financial Statements. "Annual Financial Statements" means a copy of the annual report of the relevant person containing audited consolidated financial statements for such party's fiscal year certified by independent auditors and prepared in accordance with accounting principles that are generally accepted in the United States.

Part 6 Provisions for Commodity Derivative Transactions (a)

The "Market Disruption Events" specified in Section 7.4(d)(i) of the Commodity Definitions shall apply, except as otherwise specifically provided in the Confirmation.

(b)

"Additional Market Disruption Events" shall apply if so specified in the Confirmation.

(c)

The following "Disruption Fallbacks" specified in Section 7.5(c) of the Commodity Definitions shall apply, in the following order, except as otherwise specifically provided in the Confirmation:

(i)

"Postponement"; provided that the Maximum Days of Disruption shall be three (3) Commodity Business Days; (ii)

"Average Daily Price Disruption"; provided that the Maximum Days of Disruption shall be three (3) Commodity Business Days; (iii)

"Fallback Reference Price"; Exh. 6- 000109

(iv)

"Negotiated Fallback"; provided that references to the fifth Business Day shall be to the first Business Day; and (v)

"No Fault Termination."

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the date hereof.

SEMPRA ENERGY ING CORP.

Name:

Carl Peterson

Title:

Vice President Date: July 29, 1999 PACIFIC GAS & ELECTRIC COMPANY By:

Name:

Kent M. Harvey Tile: Senior V.P. -Treasurer and C.F.O Date:

August 9, 1999 ATd23to F

- 14 Exh. 6 -000110

Exhibit A-i BANK NAME AND ADDRESS TELEPHONE NUMBER IRREVOCABLE STANDBY LETTER OF CREDIT NO.

PLACE AND DATE OF ISSUE:

APPLICANT:

NAME (EXACT NAME OF SUBSCRIBING COMPANY)

ADDRESS CITY, STATE, ZIP CODE BENEFICIARY:

PACIFIC GAS & ELECTRIC CO.

77 SPEAR STREET - MAIL CODE B28L SAN FRANCISCO. CALIFORNIA 94105 ATTN: JOHN FOLEY DATE A!ND PLACE OF EXPIRY:

ADVISING BANK:

NOT APPLICABLE AMOUNT: USS_

DOLLARS AND

/100 US DOLLARS To Whom It May Concern:

We hereby establish this irrevocable Letter of Credit in favor of the aforesaid addressee. PACIFIC GAS &

ELECTRIC CO. ("Beneficiary") for drawings up to S [same as amount listed in heading of letrerl. This Letter of Credit is issued, presentable, and payable by Bank Name when accompanied by the original of this Letter of Credit and by the following document(s):

1.

A statement signed by an authorized representative of the Beneficiary stating that "'Pavrnent has not been received for the attached invoice issued by PACIFIC GAS & ELECTRIC COMPANY. We are the counterparty to SEMPRA ENERGY TRADING CORP. in a Transaction(s) under an ISDA Master Agreement dated as of [insert "as of date"]."

2.

An invoice from Beneficiary for tihe net amount owing from all Transactions under an ISDA Master Agreement dated as of [insert "as of date"] between SEMPRA ENERGY TRADING CORP. and PACIFIC GAS & ELECTRIC COMPANY, and marked "Unpaid", which includes all amounts owed under the ISDA Master Agreement, including, but not limited to Settlement Amounts, Expenses. and Set-Off amounts.

We hereby undertake to promptly honor your sight draft(s) drawn upon us if presented on or before the expiry date or any extended expiry date at this office located at Bank address atm: Standby Letters Of Credit Section. Drafts must be marked: drawn under Bank Name Credit No.

This Letter of Credit is subject to the following conditions:

(1)

Partial drawings on this Credit are permitted.

(2)

Invoices presented in excess of the amount of this Credit are acceptable. However. in no event will payment exceed the value of this Letter of Credit.

Exh. 6-000111

- I-

Exhibit A-1 This credit is subject to the laws of the State of New York (without reference to choice of law doctrine) and the Uniform Customs And Practice For Documentary Credits (1993 Revision) International Chamber Of Commerce. Publication 500 (1993 Revision). or any successor publication thereto (-Publication 500"'). In the event of conflict between Publication 500 and the laws of the State of New York. the laws of the State of New York shall control. If this Credit expires during an interruption of business as described in Article 17 of Publication 500. the bank hereby specifically agees to effect payment if this Credit is drawn against within thirty (30) days after the resumption of business.

AUTHQRZD SIGNATUPE BANK NAME Exh. 6-000112 Exhibit A-2 BANK NAME AND ADDRESS TELEPHONE NU1MBER IRREVOCABLE STANDBY LETTER OF CREDIT NO.

PLACE AND DATE OF ISSUE:

DATE AIND PLACE OF EXTIRY:

APPLICANT:

ADVISING BANK:

PACIFIC GAS & ELECTRIC COMPANY---

NOT APPLICABLE 77 SPEAR STREET - MAIL CODE B28L SAN FRANCISCO, CALIFORNIA 94105 BENEFICIARY:

AMOUNT: USS SEMPRA ENERGY TRADING CORP.

DOLLARS AND_/100 US DOLLARS STREET ADDRESS CITY. STATE ATTN: CREDIT OFFICER To Whom It May Concern:

We hereby establish this irrevocable Letter of Credit in favor of the aforesaid addressee. SEMPRA ENERGY TRADING CORP. ("Beneficiary") for drawings up to S [same as amount listed in heading of letter]. This Letter of Credit is issued, presentable, and payable by Bank Name when accompanied by the original of this Letter of Credit and by the following document(s):

1.

A statement signed by an authorized representative of the Beneficiary stating that "Payment has not been received for the attached invoice issued by SEMPRA ENERGY TRADING CORP.. We are the counterparty to PACIFIC GAS & ELECTRIC COMPANY in a Transaction(s) under an ISDA Master Agreement dated as of [insert "as of date"].'"

2.

An invoice from Beneficiary for the net amount owing from all Transactions under an ISDA Master Agreement dated as of [insert "asof date"] between SEMPRA ENERGY TRADING CORP. and PACIFIC GAS & ELECTRIC COMPANY. and marked "Unpaid". which includes all amounts owed under the ISDA Master Agreement. including, but not limited to Settlement Amounts, Expenses. and Set-Off amounts.

We hereby undertake to promptly honor your sight draft(s) drawn upon us if presented on or before the expiry date or any extended expiry date at this office located at Bank address attn: Standby Letters Of Credit Section. Drafts must be marked: drawn under Bank Name Credit No.

This Letter of Credit is subject to the following conditions:

(1)

Partial drawings on this Credit are permitted.

(2)

Invoices presented in excess of the amount of this Credit are acceptable. However, in no event will.

payment exceed the value of this Letter of Credit.

This credit is subject to the laws of the State of New York (without reference to choice of law doctrine) and the Uniform Customs And Practice For Documentary Credits (1993 Revision) International Chamber Of

-I-Exh. 6-000113

Exhibit A-2 Commerce. Publication 500 (1993 Revision). or any successor publication thereto ("Publication 500"'. In the event of conflict between Publication 500 and the laws of the State of New York. the laws of the State of New York shall control. If this Credit expires during an interruption of business as described in -.- icie 17 of Publication 500. the bank hereby specifically agrees to effect payment if this Credit is drawn against within thirty (30) days after the resumption of business.

AUTHORIZED SIGNATURE BANK NAME Exh. 6- 000114

EXHIBIT B CERTIFICATE

- The Undersigned, as a duly authorized officer of Pacific Gas & Electric Company -

(the "Beneficiary"), hereby certifies as follows to (the "Bank"), with reference to irrevocable Letter of Credit No.

(the "Letter of Credit") issued by the Bank.

1. Payment has not been received for the attached invoice issued by PACIFIC GAS & ELECTRIC COMPANY. We are the counterparty to in (a) Transaction(s) under the ISDA Master Agreement dated as of [insert "as of date"].

2. The amount of the Draft accompanying this Certificate does not exceed the amount available to be drawn under the Letter of Credit with respect to the overdue amounts.

3. The Beneficiary requests that payment of the amount of the Draft be made to its Account No.

at

,Ref:

Attention:

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the day of PACIFIC GAS & ELECTRIC COMPANY By:

Title:

Exh. 6-000115

EXHIBIT B-I AT SIGHT PAY TO Pacific Gas & Electric Company U.S. S United States Dollars: Drawn under [Bank Name] Credit No.

PACIFIC GAS & ELECTRIC COMPANY By:

Title:

[Name and Address of Bank]

Attention:

Exh. 6-000116

PG&E CORPORATION PACIFIC GAS ANTD ELECTRIC COMP'YANY CERTIFICATE OF AUTqHORITY, INCUMBENCY, AND SPECRMEN SIGNATURE The undersigned, Linda Y.H. Cheng, the duly elected, qualified, and acting Senior Assistant Corporate Secretary of Pacific Gas and Electric Company, a California corporation (the "Company"), anda duly elected, qualified, and acting Assistant Corporate Secretary of PG&E Corporation,-a-CalioT-ia corpo-r"ation, does hereby certify as follows:

1. The Company has been authorized to use derivatives to manage risk associated with interest rates, currencies, and energy commodity prices by (i) a resolution of the Board of Directors of PG&E Corporation, its parent corporation (the "Parent"), dated July 16, 1997, and (ii) other corporate action by the Parent

2. The Board of Directors of the Company duly resolved on September 17, 1997, that each Senior Vice President of the Company is authorized to sign, on behalf of the Company, agreements and instruments of every kind and character.

3. Kent M. Harvey is, and has been at all times since July 1, 1997, the duly elected, qualified, and acting Senior Vice President - Treasurer and Chief Financial Officer of the Company, and the facsimile signature herein affixed is his genuine facsimile signature:

Name Title Siznature Kent M. Harvey Senior Vice'President - Treasurer and Chief Financial Officer

4. Kent M. Harvey has been duly authorized pursuant to the aforementioned resolutions and corporate action to execute ISDA Master Agreements and to enter into transactions thereunder on behalf of the Company.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the respective seals of the Company and the Parent this 50 day of July, 1999.

Linda Y.H. Cheng Senior Assistant Corporate Secretary, Pacific Gas and Electric Company Assistant Corporate Secretary, PG&E Corporation Exh. 6 - 000117

PG&E CORPORATION PACIFIC GAS AND ELECTRIC COMPANY CERTIFICATE OF AUTHORITY, INCUMBENCY, AND SPECIMEN SIGNATURES The undersigned, Wondy S. Lee, a duly elected, qualified, and acting Assistant Corporate Secretary of Pacific Gas and Electric Company, a California corporation (the "Company"), and a duly elected, qualified, and acting Assistant Corporate Secretary of PG&E Corporation, a California corporation, does here* certify as follows:

Each of the following individuals is an employee of the Company or PG&E Corporation, its parent corporation (the "Parent"), and has been duly authorized pursuant to corporate action by the Company and/or the Parent to sign, on behalf of the Company, confirmation statements in connection with ISDA Master Agreements entered into by the Company; and the facsimile signature herein affixed opposite his or her name is his or her genuine facsimile signature.

Jamnie B3. Fenton Manager, Risk Management Accounting PG&E Corporation Jeffrey Silva Senior Analyst, Risk Management Accounting Pacific Gas and Electric Company Paulette Crawford Accounting Analyst, Risk Management Accounting Pacific Gas and Electric Company At Geraldine Sanchez-Ng A

Accounting Analyst, Risk Management Accounting Pacific Gas and Electric Company Exh. 6 - 000118

(Bilateral Form)

(ISDA Agreements Subject to New York Law Only)

ISDA ilderaz6oWaJ SwAps and Derivatives Aocua-ion. Inc.

CREDIT SUPPORT ANNEX to the Schedule to the ISDA Multicurrency-C.ross Border Master Agreement

".......°°

° '

°°

°° o-o o..

o o o ~ o o*.

as.ofJ....l. y 29, 1999 between Sempra Energy Trading Corp.

Pacific Gas & Electric Company

.n d..

." a n d C'Parny A")

(Parry B)

This Ann-x supplements, forms part of, and is subject to. the above-referenced Agreement. is pan of irs Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows:-

Paragraph 1. Interpretation (a)

Definidous and Inconsistency. Capitalizd terms not otherwise defined herein or elsewhere in this

.Agreement: have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the Other provisions of this Schedule, this Annex will prevafl, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b)

Secured Parry and Pledgor. All references in this Annex to the -Secured Party" will be to either party when acting in that capacity and all corresponding references to the "Pledgor" will be to the other parry when acting in that capacity prmvided, ho*s*r, that if Other Posted Support is held by a parry to this Annex, all Mferences herein to that party as the Secured Party with respect to that Other Posted support will be to tha party as the bfi=ary thereof and wl not subject that support or that party as the beneficiary thereof to provisions Of law geerly reaig to securuy interests and secud parties.

Paragr2ph 2. Secu-ity Interest Each party, as the Pledgor. heby pledges to the other party, as the Seurd Parry, as security for its Obligations, and grants to the Se=red Party a first priority continuing security inter in, lien on and right of Set-off against al1 Posted Collateral Transferrd to or received by the Secured Party hcr=eder. Upon the Transfer by the Secured Party to the Pltedgor of Posted ColleraL the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, with= any further action by either parry.

CoPYsithc 0 1994 bY iatceMaodl Swaps &ad Dertvatives A.ocjadiq. Inc.

Exh. 6-000119

Paragraph 3. Credit Support Obligations (a)

Delivery Amount Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Parry Eligible Credit Support having a Value as of the daze of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any Valuation Date will equal the amount by which.

(i) the Credit Support Amount exceeds (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b)

Return Amount Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party's Miimmum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Rerurn Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which (i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party exceeds (Cu) the Credit Support Amount "Credi Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (H) the aggregate of all Independent Amounts applicable to the Pledgor, if any, miras (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor's Thresbold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Tuning, Calculations and Substitutions (a)

Condtons Precedent Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured. Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with rtspect to the other party; and (ii) no Early Termintion Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b)

Transfer Tuning. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Tune, then the relevant Transfer will be made not later than the close of business on the next Local Business Day;, if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c)

Catcukadons. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

2 ISDA 1994 Exh. 6 - 000120

(d)

Subsdrutions.

(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support'); and (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the -Substitution Date-); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return

-'i--

in"tI, (

etth-Valueof afiy Trans-irff Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of(1) above or (Y) the date of Transfer in the case of(I1) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A) titilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute; (B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for that Transaction (or Swap Transaction); and (C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.

(u') In the case of a dispute involving the Value of any Transfer of Eligible Credit Support oi Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time.. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

3 ISDA 1994 Exh. 6 - 000121

Paragraph 6. Holding and Using Posted Colateral (a)

Care of Posted CollateraL Without limiting the Secured Parry's rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b)

EAgbiliy to Hold Posed Collateral CzsIOdins (i) GeneraL Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collaeral or to appoint an agent (a "Custodian") to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii) Failure to Saisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(im-) Liabiiy. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c)

Use ofPosted CollateraL Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor, and (ii) register any Posted Collateral in the name of the Secured Parry, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (Ui) above.

(d)

Distributions and interest Amount (i) Dtributions. Subject to Paragraph 4(a), if the Secumd Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to,eive to the extent that a Delivery Amount would Dot be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

4 ISDA 1994 Exh. 6 - 000122

(ii) Interest AmounL Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and-the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:

(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for.two Local Business Days-after notice of that failure is given to that party;,

(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party;, or (iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

.Paragraph S. Certain Rights and Remedies (a)

Secured Parry's Rights and Remedies. If at any time (I) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Parry may exercise one or more of the following rights and remedies:

(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;,

(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support.

if any;,

(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law.

free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Parry having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

5 ISDA 1994 Exh. 6 -000123

(b)

Pledgr's Rights and Remedie. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party-,

(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any; (iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor, and (iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may.

(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (B) to the extent that the Pledgor does not Set-off under (ivXA) above,- withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c)

Defidendes and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)

Final Returns When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien; (ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2; (iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and (iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

ISDA 1994 Exh. 6 -000124

Paragraph 10. Expenses (a)

GeneraL Except as otherwise provided in Paragraphs 10(b) and 10(c). each parry will pay its own costs and expenses in connection with performing its obligations under this Annex and neither parry will be liable for any costs and expenses incurred by the other party in connection herewith.

(b)

Posted Credit Support The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 6(c).

(c)

LiquidationlApplicadon of Posted Credfi Support. All reasonable costs and expenses incurred by or on behalf of the -Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 9 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting-Party, equally by the parties.

Paragraph 11. Miscellaneous (a)

Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral o. :he Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b)

FurtherAssurancem. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c)

Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against.,

any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 6(c).

(d)

Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonablc manner.

(e)

Demands and Notice.

All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

(1)

Spefications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

7 ISDA 1994 Exh. 6- 000125

Paragraph 12. Definitions As used in this Annec "Cash" means the lawful currency of the United States of America.

"Credt Suppori Amount" has the meaning specified in Paragraph 3.

"Custodian" has the meaning specified in Paragraphs 6(bXi) and 13.

"Defivery Amount" has the meaning specified in Paragraph 3(a).

"Disputing Party" has the meaning specified in Paragraph 5, "Distributions" means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Disatritions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

"Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.

"Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a, dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(hX2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation-).

"Independent Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, ero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day;, multiplied by (y) the Interest Rate in effect for that day; divided by (z) 360.

"Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred. the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the curren Interest Amount is to be Transferred.

"Interest Rate" means the rate specified in Paragraph 13.

"Local Business Day", unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

ISDA 1994 Exh. 6 - 000126

"Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Notification Time" has the meaning specified in Paragraph 13.

"Obligations" means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

"Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

"Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

"Pledgor" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (it) has Transferred Eligible Credit Support under Paragraph 3(a).

"Posted CollateraP" means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph S. Any. Interes.

Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided.

however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the -Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.

"Return Amount" has the meaning specified in Paragraph 3(b).

"Secured Parry" means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

"Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph 13.

"Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).

"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

"Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient; (ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents nece!:sary constitute a legally valid transfer to the recipient; (iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the reciien, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and (iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

Exh. 6 - 000127 ISDA 1994 9

"Valuaion Aget" has the meaning specified in Paragraph 13.

"Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13.

"Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.

"Valuation Timne" has the meaning specified in Paragraph 13.

"Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i) Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof and (B) a security, the bid price obtained by the Valuation Agezt multiplied by the applicable Valuation Percentage, if any; (in) Posted CoUateral that consists of items that are not specified as Eligible CoUateral, zero; and (iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

10 ISDA 1994 Exh. 6 - 000128

PACIFIC GAS & ELECTRIC COMPANY ("Party B")

AND SEMPRA ENERGY TRADING CORP. ("Party A")

1994 ISDA CREDIT SUPPORT ANNEX Paragraph 13. Elections and Variables (a)

Security Interest for "Obligations. " The term "Obligations" as used in this Annex includes the following additional obligations:

With respect to Party A: None With respect to Party B: None (b)

Credit Support Obligations (i)

Delivery Amount, Return Amount and Credit Support Amount (1)

"Delivery Amount" has the meaning specified in Paragraph 3(a).

(2)

"Return Amount" has the meaning specified in Paragraph 3(b).

(3)

"Credit Support Amount" has the meaning specified in Paragraph 3.

(ii)

Eligible Collateral. The following items will qualify as "Eligible Collateral" for the Party specified:

Party Party Valuation A

B Percentage (1) Cash (SUSD) -.

[X]

[X]

[100]%

(2) negotiable debt obligations issued by the

[]

[

U.S. Treasury Department having an original maturity at issuance of not more than one year ("Treasury Bills")

(3) negotiable debt obligations issued by the

[

[]

[ 1%

U.S. Treasury Department having an original maturity at issuance of more than one year but not more than 10 years

("Treasury Notes")

Exh. 6 - 000129

(4) negotiable debt obligations issued by the

[]

[I

[]%

U.S. Treasury Department having an original maturity at issuance of more than 10 years ("Treasury Bonds")

(5) other:

[3

[1

[3%

(iii)

Other Eligible Support.

For Party A: Irrevocable Letters of Credit in the form of Attached Exhibit A-I (or in such other formh approved by Party B, in its sole discretion, in writing), duly completed and issued, naming Party B as the beneficiary, with expiry date not earlier than 30 days after the date of Transfer of the Letter of Credit to Panv B, the issuer of which is an "Eligible LC Bank" (as defined below) on the date of such Transfer.

For Party B: Irrevocable Letters of Credit in the form of attached Exhibit A-2 (or in such other form approved by Party A, in its sole discretion, in writing), duly completed and issued, naming Party A as the beneficiary, with expiry date not earlier than 30 days after the date of Transfer of the Letter of Credit to Party A, the issuer of which is an Eligible LC Bank on the date of such Transfer.

"Eligible LC Bank" at any time means a commercial bank, operating from an office in the continental United States, whose general long-term unsubordinated unsecured debt is at such time rated at least "A" by Standard & Poor's Rating Service, a division of McGraw-Hill Companies, Inc. ("S&P"), or an equivalent rating by its successor (if any) and at least "A2" by Moody's Investors Service, Inc. ("Moody's"), or an equivalent rating by its successor (if any); in the event such a commercial bank is rated by only one of SP or Moody's, eligibility will be based on the available rating.

(iv)

Thresholds (1)

"Independent Amount" means with respect to both Party A and Party B:

for each Transaction at any time, zero, unless otherwise specified in the Confirmation.

(2)

"Threshold" means with respect to Party A the following:

If the credit rating of Party A's Credit Support Provider(s), from S&P/Moody's, is "A-"/"A3" or better, then the Threshold amount is

$10,000,000.

If the credit rating of Party A's Credit Support Provider(s), from S&PlMoody's, is "BBB+" or "BBB"/"Baal" or "Baa2", then the Threshold amount is $5,000,000. Exh. 6 - 000130

If the credit rating of Party A's Credit Support Provider(s), from S&P/Moody's, is "BBB-"/"Baa3" or a lower rating, then the Threshold amount is $0.

If more than one rated Credit Support Provider is specified for Party A, then the applicable Threshold amount shall be measured by the lowest of the credit ratings of the Credit Support Providers of Party A.

"Threshold" means with respect to Party B the following:

If the credit rating of Pacific Gas and Electric Company, from S&P/Moody's, is "A-"/"A3" or better, then the Threshold amount is S10,000,000.

If the credit rating of Pacific Gas and Electric Company, from S&P/Moody's, is "BBB+" or "BBB"/"Baal" or "Baa2", then the Threshold amount is S5,000,000.

If the credit rating of Pacific Gas and Electric Company, from S&P/Moody's, is "BBB-"/"Baa3" or a lower rating, then the Threshold amount is S0.

(3)

"Minimum Transfer Amount" means with respect to both Party A and Party B USD S200,000 subject to the following: if the Party is a Defaulting Party at the time, its Minimum Transfer Amount will be zero.

(4)

"Rounding" means the Delivery Amount, if a positive number, will be rounded up to the nearest integral multiple of USD S 1,000, and the Return Amount, if a positive number, will be rounded down to the nearest integral multiple of-USD $1,000 or to zero, if the Return Amount is less than USD S1,000. -

(c)

Valuation and Timing (i)

"Valuation Agent" means for the purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3 and, for the purposes of Paragraph 6(d),

the Secured Party receiving the Interest Amount; provided, however, if an Event of Default or Potential Event of Default has occurred and is continuing with respect to the party designated as the Valuation Agent, then for as long as the Event of Default or Potential Event of Default continues, the other party will be the Valuation Agent.

(ii)

"Valuation Date" means any Local Business Day of the month in the city of the Valuation Agent. Exh. 6- 000131

(iii)

"Valuation Time" means the close of business in the city of the Valuation Aeent on the Local Business Day in that city immediately preceding the Valuation Date or date of calculation, as applicable; provided, however, that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv)

"Notification Time" means:

(1)

With respect to the Valuation Agent's calculations, the Notification Time will be 3:00 p.m., New York time, on a Local Business Day.

(2)

With respect to the demands for the transfer of Eligible Credit Support or Equivalent Credit Support, the Notification Time will be 3:.n p'.m., zev York time, on a Local Business Day.

(d)

Conditions Precedent and Secured Party's Rights and Remedies.

(i)

The following Termination Events will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination Event occurs with respect to the party):

Party A Party B Credit Event Upon Merger

[X]

[X]

Additional Termination Event

[X]

[X]

as stated in the Schedule to this Agreement.

(ii)

For the purposes of Paragraph 8(a) and Paragraph 8(b), each Termination Event will constitute a Spczified Condition with respect to a Pledgor or a Secured Party respectively, if such party fails to pay when due any amount payable by it in connection with an Early Termination Date designated in connection with that Termination Event.

(e)

Substitution (i)

"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii)

Consent. If specified here as applicable, then the Pledgor must obtain, tLe. Secured Party's consent for any substitution pursuant to Paragraph 4(d): Applicable.

-4 Exh. 6 - 000132

(M Dispute Resolution (i)

"Resolution Time" means 4:00 p.m., New York time, on a Local Business Day for both Parties, following the date the Disputing Party gives notice of a d:spute pursuant to Paragraph 5.

(ii)

Modification. If a dispute as to a Delivery Amount, Return Amount or Value arises, then (i) the disputing Party, as such term is defined in paragraph 5, shall notify the Valuation Agent of such disagreement by telephone no later than the close of business on the Local Business Day following the date the demand is made or the date of transfer, as applicable, (ii) during the pendency of afiisuch disagreement, the Valuation Agent's calculation shall be controlling with respect to the undisputed amount, which shall be transferred bs provided in pa:2r2ph (iii) below; and (iii) the parties shall confer in good faith with a view towards mutually agreeing upon the relevant amount. In the event the parties are unable to mutually agree within one New York Business Day of any such notification of disagreement, any component of such determination upon which the parties are unable to agree shall be determined based on the average of Market Quotations obtained from three mutually agreed Reference Market-makers (but if the parties cannot agree on the Reference Market-makers, each party shall select two Reference Market-makers for this purpose and the relevant amount shall be the average of the Market Quotations so determined).

(iii)

Alternative. Pending the resolution of a dispute, Transfer of the undisputed Value of Eligible Credit Support or Posted Credit Support involved in the relevant demand will be due, subject to Paragraph 4(a), no later than the close of business on the Local Business Day following the date of Transfer (if applicable) or the date on which the demand is made if the demand is made at or before the Notification Time, but will be due on the second Local Business Day after the demand if the demand is made after the Notification Time.

-g)

Holding and Using Posted Collateral (i)

Eligibility to Hold Posted Collateral; Custodians. Party A or its Cusiodia-will be entitled to hold Posted Collateral pursuant to a Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A)

Party A, as the Secured Party, is not the Defaulting Party.

(B)

The Custodian is a Bank (as defined in the Federal Deposit Insurance Act) whose Rating (with respect to its long-term unsecured, unsubordinated indebtedness) is at least A-by S&P or A3 by Moody's.

(C)

All Posted Collateral may be held only in the following jurisdiction: U.S.A.

Initially, the Custodian for Party A is:

Not Applicable

-5 Exh. 6 - 000133

(ii)

Party B or its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A)

Party B, as the Secured Party, is not a Defaulting Party.

(B)

The Custodian is a Bank (as defined in the Federal Deposit Insurance Act) whose Rating (with respect to its long-term unsecured, unsubordinated indebtedness) is at least A-by S&P or A3 by Moody's.

(CJ All Posted Collateralnay be held only in the following jurisdiction: U.S.A.

Initially, the Custodian for Party B is:

Not Applicable (iii)

Failure to Satisj5 Conditions. If a Secured Party ceases to be eligible to hold Posted Collateral pursuant to Paragraph 6 (b) then, notwithstanding the provisions of Paragraph 6 (b) (ii), the Secured Party shall promptly return the Posted Collateral to the Pledgor, together with any accrued interest on Posted Collateral in the form of cash.

(iv)

Use of Posted Collateral (A)

The provisions of Paragraph 6(c) (i) shall not apply to Party A and Party B; provided, however, that Posted Collateral being held in the form of cash may be commingled, and used as such, on condition that it will be maintained in an account that contains a notation identifying the Pledgor's collateral as the property of the Pledgor.

(h)

Distributions and Interest Amount (i)

Interest Rate. The "Interest Rate" will be, for any day, the overnight London Interbank Offered Rate (LIBOR) rate reasonably determined by the Secured Party for the releInýt day at approximately 11:00 antr, London time, on that day, or, if that rate is unavailable, the overnight offered rate for deposits for value on that day quoted by a reference bank selected in good faith by the Secured Party required to pay the relevant Interest Amount from the major banks at the time participating in the London interbank market.

(ii)

The Transfer of the Interest Amount (to the extent due under Paragraph 6 (d) (ii))

will be made on the third New York Business Day following the end of each Interest Period and on termination pursuant to Section 6 of this Agreement. If each Party is obligated to pay an Interest Amount for any Interest Period, netting may be performed in accordance with the netting provisions, Part 5, Section (c) of the Schedule to the Agreement.

-6 Exh. 6 - 000134

(iii)

Alternative to hIterest Amount. The provisions ofParagraph 6(d)(ii) will apply.

Failure by a Party to comply with any of its obligations under this provision will constitute an Event of Default with respect to that Party if the failure continues for five Local Business Days after notice of the failure is given to that Party.

(i)

Additional Representations. None.

(j)

Other Eligible Support and Other Posted Support (i)

"Value' vith respect to Other Eligible Support and Other Posted Support means the stated amount (undrawn portion) of any Letter of Credit maintained by the Pledgor (or its Credit Support Provider) for the benefit of the Secured Party.

(ii)

"Transfer" with respect to Other Eligible Support and Other Posted Support means:

(A)

For purposes of Paragraph 3(a), delivery of the Letter of Credit conforming to the requirements of this Annex by the Pledgor or issuer of the Letter of Credit to the Secured Party at the address of the Secured Party specified in the Notices Section of this Agreement, or delivery of an executed amendment to such Letter of Credit (extending the term or increasing the amount available to the Secured Party thereunder) by the Pledgor or the issuer of the Letter of Credit to the Secured Party at the address of the Secured Party specified in the Notices Section of this Agreement; and, (B)

For the purposes of Paragraph 3(b), by the return of an outstanding Letter of Credit by the Secured Party to the Pledgor, at the address of the Pledgor specified in the Notices Section of this Agreement, or delivery of an executed amendment to the Letter of Credit in form and substance satisfactory to the Pledgor (reducing the amount available to the Secured Party thereunder) by the Pledgor or the issuer of the Letter of Credit to the Secured Party at the Secured Party's address specified in the Notices Section of this Agreement. If a Transfer is to be effectuated by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party, the Secured Party shall not unreasonably withhold its consent to commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessar,, "o effectuate such reduction.

(iii)

"Letter of Credit Provisions" Other Eligible Support and Other Posed Support provided in the form of a Letter of Credit shall be subject to the following provisions:

-7 Exh. 6 - 000135

(A)

Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The'Pledgor shall (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit; or (ii) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit at least twenty (20) Business Days prior to the expiration of the Letter of Credit; and (iii) if a bank issuing a Letter of Credit shall fail to honor the Secured Party's properly documented reouest to draw on an outstandizig-Tetter of Credit provided for th~bdhnEfif6f the Secured Party by (x) a substitute Letter of Credit that is issued by an eligible LC bank acceptable to the Secured-Party, other thar the 1:.krk failing to honor the outstanding Letter of Credit, or (y) Eligible Collateral, in each case within one (1) Business Day after the Pledgor receives notice of such refusal, provided that, as a result of the Pledgor's failure to perform in accordance with (i), (ii) or (iii) above, the Delivery Amount applicable to the Pledgor equals or exceeds the Pledgor's Minimum Transfer Amount.

(B)

As one method of providing Eligible Credit Support, the Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit.

(C)

Upon the occurrence of a Letter of Credit Default, the Pledgor a2-ees to deliver a substitute Letter of Credit or other Eligible Credit Support to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced, on or before the first Business Day after written demand by the Secured Party (or the third Business Day if only clause (i) under the definition of Letter of Credit Default applies.

."otwithstanding Paragraph 10, in all cases, the costs and expenses (including but not limited to reasonable costs, expenses and external attorneys' fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing and reducing the amount of one or more Letters of Credit shall be borne by the Pledgor.

(E)

Failure to Transfer Other Eligible Support or Other Posted Support.

Paragraph 7(i) of this Annex is hereby modified to apply to faiiures to Transfer Other Eligible Credit Support and Other Posted Support, as well as the items listed therein.

-8 Exh. 6 - 000136

(F)

Drawings on Letters of Credit.

The Secured Party shall have the right to draw on a Letter of Credit held by it as Other Eligible Support or Other Posted Support in the event that at the time of such draw there shall be satisfied one or more of the conditions specified in one of the versions of Paragraph 4 of the form of Drawing Certificate attached as Annex B to the form of Letter of Credit attached as Exhibit A-I or Exhibit A-2, as the case may be (or, to the extent that the Letter of Credit is in a different form, in the event that any one or more of the conditions to drawing specified in such Letter of Credit are satisfied).

If th-e-Secured Party makes a draw on such a Letter of Credit; the Secfired Party shall apply the proceeds of such draw as set forth in such Drawing Certificate (or, to the extent that the Letter of Credit is in a form other than that attached as Exhibit A-I or Exhibit A-2, as the case may be, the Secured Party shall apply such proceeds consistent with the requirements, if any, set forth in the drawing documentation).

(iv)

"Certain Rights and Remedies" (A)

Secured Party's Rights and Remedies. For the purposes of Paragraph 8(a)(ii), the Secured Party may draw on any outstanding Letter of Credit (Other Posted Support) in an amount equal to any amounts payable by the Pledgor with respect to any obligations, (B)

Pledgor's Rights and Remedies. For purposes of Paragraph 8(b)(ii):

(i) the Secured Party will be obligated immediately to Transfer any Letter of Credit (Other Posted Support) to the Pledgor and (ii) the Pledgor may do any one or more of the following: (x) to the extent that the Letter of Credit (Other Posted Support) is not Transferred to the Pledgor as required pursuant to section (i) above, Set-off any amounts payable by the Secured Party and to the extent its rights to Set-off are not exercised, withhold payment of any-xemaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral and the Value of any Letters of Credit (Other Posted Support) held by the Secured Party, until any such Posted Collateral and such Letter of Credit (Other Posted Support) is transferred to the Pledgor; and (y) exercise rights and remedies available to the Pledgor under the terms of the Letter of Credit.

(v)

"Additional Definitions" As used in this Annex:

"Credit Rating" shall mean, with respect to a party or entity on any date of determination, the respective rating then assigned to its unsecured-1 and senior, long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Moody's or other specified rating agency provided that, for the purposes of determining the Credit Rating of a Party for which there is a

-9 Exh. 6 - 000137

lower Credit Support Provider, Credit Rating shall mean the K(X(&,f the Credit Rating of such Party and the Credit Rating of such Credit Support Provider.

"Letter of Credit" shall mean an irrevocable, transferable, standby Letter of Credit, in a form acceptable to the recipient, issued by an eligible LC bank.

"Letter of Credit Default" shall mean with respect to an outstanding Letter cf Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least an A3 by Moody's and at least an A-by S&P; (ii) the issuer of the Letter of Credit shall fail to comply or

- perform its-obligations under such Letter of Credit, if such failure shall be continuing after the lapse of any applicable grace period; (iii) the issuer of such Letter of Credit shall disaffinn, disclaim, repudiate or reject, in whole or in par..

or challenge the validity of such Letter of Credit; (iv) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of this Agreement; or (v) any event analogous to an event specified in Section 5(a)(vii) shall occur with respect to the issuer of such Letter of Credit, provided, however, that no Letter of Credit Default shall occur in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to the Pledgor in accordance with the terms of this Annex.

(k)

Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to Part 4 of the Schedule to this Agreement.

(1)

Addresses for Transfers ParyA....58 Commerce Road, Stamford, CT 06902 Party A:..................

S..........................°.°...

°............................................................................

- - -YPnsted Collateral for Party A in the form of cash shall be delivered to

.for the account of *

-ABA No.

.or such mter commercial bank or custodial institution in New York City designated in a written notice from Party A to PG&E.

• Sempra Energy Trading Corp.

Acct With respect to Letter of Credit: As provided for notices under this Annex.

Posted Collateral for Party B in the form of cash shall be delivered :-c, "Mei*or.

Bank, for the account of PG&E Master Account No. 059994, ABA k'. Cf -001 234, or such other commercial bank or custodial institution in the U.S.A.

designated in a written notice from Party B to Party A.

Exh. 6- 000138 With respect to Letter of Credit:

Pacific Gas & Electric Company 77 Beale Street Mail Code B28L San Francisco, CA 94105 Attention: CRMU/Team Lead (m)

Other Provisions (i)

Notice of Interest Amount. A notice of the Interest Amount due Pledgor (or a statement that no such interest is due) shall be delivered to the Pledgor from the Secured-Party onthe Last Businesspay of each calendar month that Posted Collateral in the form of Cash is being held by the Secured Party.

(ii)

Taxes in Connection with Interest Amounts. Notwithstanding anything to the contrary in this Agreement, neither Party makes any Payer Tax Representation referred to in Section 3(e) of this Agreement with respect to any Interest Amount it is required to Transfer under this Annex, and neither Party will be entitled to designate an Early Termination Date on the Ground of any Tax Event resulting from the Party's obligation to pay additional amounts in respect of Indemnifiable Taxes imposed with respect to any such Interest Amount.

(iii)

Set off. For purposes of Paragraphs 2 and 8(a)(iii) of this Annex, the reference to any amount payable under Section 6 of this Agreement in the definition of "Set off' in this Agreement shall be deemed a reference to any amount payable with respect to any Obligation, as described in Paragraph 8(a)(iii) of this Annex.

(iv)

Late payment fee (Return Amount). If Transfer of a Return Amount is not timely made pursuant to the terms of Paragraph 3(b) of the Annex, the Pledgor shall be entitled to a late payment fee in an amount equal to the Product of(A) the product of (x) the Default Rate and (y) the amount of such delinquent Return Amount and (B) thi number of days such Return Amount is delinquent. A late payment fee shall not become due or owing during any delay in Transfer of a Return Amount, where the Party required to transfer the Return Amount contests, in good faith and by actions diligently prosecuted under the dispute resolution provisions of this Agreement, the Schedule or this Annex, the amount of the Return Amount to be transferred.

(v)

Late payment fee (Interest Amount). If Transfer of an Interest Amount is not timely made pursuant to the terms of Paragraph 13(h) of the Annex, the P1'.,

shall be entitled to a late payment fee in an amount equal to the product of(A) the product of(x) the Default Rate and (y) the amount of such delinquent Interest Amount and (B) the number of days such Interest Amount is delinquent. A late payment fee shall not become due or owing during any delay in Transfer of an Interest Amount, where the Party required to transfer the Interest Amount contests, in good faith and by actions diligently prosecuted under the dispute

- II -

Exh. 6 - 000139

resolution provisions of this Agreement, the Schedule or this Annex, the amount of the Interest Amount to be transferred.

(vi)

For purposes of II U.S.C.S., Section 556, all Posted Credit Support provided by a Pledgor shall constitute a margin payment with respect to the obligations of such Pledgor under this Agreement.

(vii)

Additional Event ofDefault. Paragraph 7 of the Annex is amended to include the following Event of Default:

(iv) A failure df the Pledgor to adhiere to the terms and conditions specified-in a Letter of Credit established by the Pledgor for the benefit of the Secured Party shall be an Event of Default if the Pledgor does not cure that failure within two (2)

Local Business Days. Additionally, any inability of the Secured Party to draw against the subject Letter of Credit for any reason other than failure of the Secured Party to comply with the conditions specified in the Letter of Credit shall create an Event of Default if said inability of the Secured Party to draw against the Letter of Credit continues for more than two (2) Local Business Days. If a dispute arises over whether the Secured Party has complied fully with the conditions specified in the Letter of Credit prior to drawing against it, a failure of the parties to resolve the dispute within two (2) Local Business Days will create an Event of Default.

PACIFIC GAS & ELECTRIC COMPANY By:

(Signature)

Name:

Kent M. Harvey

Title:

Senior V.P. - Treasurer/C.F.O Date: August 9, 1999 SENOPRA ENERG RADTNG CORP.

By:=

=rL (Signature)

Name: Carl Peterson

Title:

Vice President Date: July 29, 1999 Exh. 6-000140

I PROOF OF SERVICE 2

STATE OF CALIFORNIA, COUNTY OF LOS ANGELES I am employed in the County of Los Angeles, State of California. I am over the age of 18 3

and not a party to the within action. My business address is Stroock & Stroock & Lavan LLP, 2029 Century Park East, Suite 1800, Los Angeles, California 90067-3086.

4 On June 12, 2001, I served the foregoing document described as AMENDED 5

DECLARATION OF STEFANIE KATZ IN SUPPORT OF MOTION OF SEMPRA ENERGY TRADING CORP. FOR RELIEF FROM STAY AND FOR ADEQUATE 6

PROTECTION OR ASSURANCE [11 U.S.C. § 362(d)(1), LOCAL BANKRUPTCY RULES 4000-1 AND 9013-11 on the interested parties in this action by placing a true copy thereof 7

enclosed in sealed envelopes addressed as follows:

8 SEE ATTACHED SERVICE LIST 9

XX (BY MAIL)

I am readily familiar with my employer's business practice for collection 10 and processing of correspondence for mailing with the United States Postal Service. On June 12, 2001, I served a copy, with all exhibits (if any), of the above-referenced document 11 on the interested parties, as named above, by following ordinary business practice, placing a true copy thereof enclosed in sealed envelopes, for collection and mailing with the United 12 States Postal Service where it would be deposited for first class delivery, postage fully prepaid, in the United States Postal Service that same day in the ordinary course of 13 business.

14 15 FEDERAL XX I declare under penalty of perjury that the above is true and correct (and that I am employed 16 in or by the office of a member of the bar of this Court at whose direction the service was made). Executed on June 12, 2001, at Los Angeles, California.

17 18 Regina Harcourt 19

[Type or Print Name]

[Signature]

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10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 50143319vl 1

SPECIAL NOTICE LIST

[Case No. 01-30923 DM]

Bank of America Adam A. Lewis Attn: Clara Strand Morrison & Foerster 555 South Flower Street 425 Market Street, 33rd Floor Mail Code CA9-706-11-21 San Francisco, California 94105 Los Angeles, CA 90071

[Counsel for Idaho Power]

Bank of America, N.A.

Adrienne Vadell Sturges Admin. Agent Sodexho Marriott Services, Inc.

Katherine Kemerait 9801 Washingtonian Boulevard Bank of America 12th Floor 555 California Street, 12th Floor Gaithersburg, MD 20878 San Francisco, CA 94104-1502 Alex Makler Bank One Calpine Corporation Corporate Trust Administration 6700 Koll Center Parkway, Suite 200 Attn: Janice Ott Rotunno Pleasanton, California 94566 Mail Code ILI-0126 1 Bank One Plaza Arlen Orchard Chicago, IL 60670-0126 Sacramento Municipal Utility District 6201 S. Street, Mail Stop B408 Bank One, NA Sacramento, California 95817 Attn: Robert G. Bussa, Jane Bek Energy & Utilities Aron Mark Oliner Mail Code IL 1-0363 Buchalter, Nemer, Fields & Younger Bank One Plaza A Professional Corporation Chicago, IL 60670 333 Market Street, 29th Floor San Francisco, California 94105 Bankers Trust Co. of California, NA

[Counsel for MBIA Insurance Corporation]

Structured Finance Group Attn: Peter Becker B.C. Barmann, Sr.

4 Albany St., 10th Floor County Counsel New York, NY 10006 Attn: Jerri S. Bradley. Deputy 1115 Truxtun Avenue, Fourth Floor Bankers Trust Company Bakersfield, California 93301 Corporate Trust Services

[Counsel for Phil Franey, Treasurer/

Attn: Safet Kalabovic Tax Collector for Kern County]

4 Albany Street, 4th Floor New York, NY 10006 Bank of America National Trust and Savings Association Banque Nationale de Paris Attn: Peggie Sanders San Francisco Branch 1850 Gateway Boulevard Attn: Debra Wright Concord, CA 94520 180 Montgomery St., 4th Floor San Francisco, CA 94104 Bank of America National Trust and Savings Association Ben Whitwell CA5-705-12-10 Whitwell & Emhoff LLP Attn: Adeline Tourunian 202 N. Canon Drive 555 California Street, 12th Floor Beverly Hills, California 90210 San Francisco, CA 94104

[Attorney for California Power Exchange]

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bennett G. Young LeBoeuf, Lamb, Greene & MacRae, LLP One Embarcadero Center, Suite 400 San Francisco, California 94111

[Counsel for Enron North America Corp and Enron Canada Corp.]

Beth Smayda, Director MBIA Insurance Corporation 113 King Street Armonk, New York 10504 BMO Nesbitt Burns Attn: John Harche 700 Louisiana, Suite 4400 Houston, TX 77002 BNY Western Trust Company Attn: Rose Ruelos Corp. Trust Administration 550 Kearny St., Suite 600 San Francisco, CA 94108-2527 BP Energy Company Attn: Louis Anderson 501 Westlake Park Blvd Houston, TX 77079 BP Energy Company Attn: Ken McClanahan 501 Westlake Park Boulevard Houston, Texas 77079 Brian L. Holman Neil W. Rust White & Case LLP 633 West Fifth Street, 19th Floor Los Angeles, California 90071

[Counsel for Mirant Corporation]

Bruce Bennett. Esq.

Bennett J. Murphy, Esq.

Hennigan Bennett & Dorman 601 South Figueroa St., Suite 3300 Los Angeles, CA 90017

[Counsel for Sempra and Southern California Gas Company]

Bryan Krakauer, Esq.

Sidley & Austin One First National Plaza Chicago, IL 60603

[Attorney for Bank of America, Admin. Agent]

50143319vl Bryant Danner Southern California Edison 2244 Walnut Grove Ave.

Rosemead, CA 91770 California Farm Bureau Federation 2300 River Plaza Drive Sacramento, California 95833 California Independent System Operator Margaret A. Rostker P.O. Box 639014 Folsom, CA 95630-9017 California Independent System Operator Attn: Margaret A. Rostker 4151 Blue Ravine Rd.

Folsom, CA 95630 California Power Exchange Attn: Don Deach 100 S. Freemont Ave., Bldg. A9 Alhambra, CA 91803-4737 California Power Exchange Attn: Lynn Miller 2000 S. Los Robles Avenue Suite 400 Pasadena, CA 91101-2482 California Power Exchange Lynn Miller 100 S. Freemont Avenue, Bldg A9 Alhambra, CA 91803-4737 California Public Utilities Commission Alan Kornberg, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064

[Attorney for California Public Utilities Commission]

California Public Utilities Commission Attn: General Counsel 505 Van Ness Avenue San Francisco, CA 94102 California State Board of Equalization PO Box 942879 Sacramento, CA 94279-8063 Calpine Gilroy Cogeneration LP Robert Brown 6700 Koll Center Pky #200 San Jose, CA 94566

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9 10 11 12 13 14 15 16 17 18 19 Calpine Greenleaf Inc.

465 California St. #600 San Francisco, CA 94104 Calpine King City Cogen LLC Robert Brown 6700 Kill Center Pky #200 San Jose, CA 94568 Calpine Pittsburg Power Plant Zahir Ahmadi 50 W. San Fernando St.

San Jose, CA 95113 Carl A. Eklund LeBoeuf, Lamb, Greene & MacRae, LLP 125 West 55th Street NewYork,NY 10019

[Counsel for Enron North America Corp and Enron Canada Corp.]

Chaim J. Fortgang, Esq.

Richard G. Mason, Esq.

Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019

[Counsel for Unofficial Committee of Pacific Gas & Electric Company First Mortgage Bondholders]

Chevron U.S.A. Production Co.

P.O. Box 840659 Dallas, TX 75284-0659 Christine C. Yokan General Electric Capital Business Asset Funding Corp.

10900 N.E. 4th Street. Suite 500 Bellevue, Washington 98004 Christopher Beard Beard & Beard 306 N. Market Street Frederick, MD 21701 Coast Energy Canada Inc.

Attn: Caroline Pitre 4 4 4 -7th Avenue S.W., Suite 700 Calgary, Alberta Canada T2P 0X8 50143319v]

Coast Energy Group, A Division of Cornerstone Propane, L.P.

Attn: Ruben Alonso 1600 Highway 6, Suite 400 Sugarland, TX 77478 Cook Inlet Energy Supply Attn: Hans 0. Saeby 10100 Santa Monica Blvd.,-25dh Floor Los Angeles, CA 90067 Craig H. Millet Gibson Dunn & Crutcher LLP Jamboree Center 4 Park Plaza, Suite 1400 Irvine, California 92614

[Counsel for Tucson Electric Power Company]

Crocket Cogen A California Limited Partnership Keith Richards 135 S. LaSalle Street, #1960 Chicago, IL 60603 David A. Bums Baker Botts LLP One Shell Plaza 910 Loiusiana Houston, TX 77002

[Counsel for Reliant Energy, Inc.]

David A. Gill Richard K. Diamond Danning, Gill, Diamond & Kollitz LLP 2029 Century Park East, Third Floor Los Angeles, CA 90067

[Counsel for Interested Party, Department of Water and Power]

David J. Hankey Gohn, Hankey & Stichel LLP Suite 1520, The Fidelity Building 210 North Charles Street Baltimore, Maryland 21201

[Counsel for Corestaff Services (California), Inc.]

David L. Ronn Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, Texas 77002

[Counsel for Cook Inlet Energy Supply]

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9 10 Deutsche Bank AG New York Branch Atm: E.S. Media 31 West 52nd Street New York,NY 10019 Deutsche Bank AG New York Branch Attn: John Quinn 31 West 52nd Street NewYork,NY 10019 DK Acquisition Partners. L.P.

c/o M.H. Davidson & Co.

Attn: Tony Yoseloff 885 Third Avenue. Suite 3300 NewYork, NY 10022 Don Gaffney Snell & Wilmer LLP One Arizona Center 400 East Van Buren Phoenix, AZ 85004

[Counsel for Arizona Public Service Co.]

Duane H. Nelsen GWF Power Systems Company, Inc.

4300 Railroad Ave.

Pittsburgh, CA 94565-6006 David Neale Levene, Neale, Bender, Rankin & Brill LLP 1801 Avenue of the Stars, Suite 1120 Los Angeles, California 90067

[Counsel for California Independent System Operator, Inc.]

David T. Biderman Perkins Coie LLP 1620 26th Street, Sixth Floor Santa Monica, CA 90404-4013

[Counsel for Bank of Montreal]

Department of Justice U.S. Attorney's Office 450 Golden Gate Avenue Box 36055 San Francisco, CA 94102 Edwin Berlin Richard Wyron Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W.

Washington, DC 20007

[Counsel for California Independent System Operator, Inc Ellen K. Wolf Michael S. Abrams Gilchrist & Rutter Wilshire Palisades Building 1299 Ocean Avenue, Suite 900 Santa Monica, CA 90401-1000

[Counsel for IBM Corporation]

El Paso Merchant Energy Gas LP Darrel Rogers 2500 City West Blvd., Suite 1400 Houston, TX 77042 El Paso Merchant Energy, L.P.

Attn: John Harrison 1010 Travis Street Houston, Texas 77002 Elaine M. Seid McPharlin, Sprinkles & Thomas LLP 10 Alamaden Boulevard, Suite 1460 San Jose, California 95113

[Counsel for City of Santa Clara]

50143319v]

Dulcie D. Brand Ricky L. Shackelford James L. Poth Jones Day Reavis & Pogue 555 West Fifth Street, Suite 4600 Los Angeles, California 90013

[Counsel for Williams Energy Services and Williams Energy Marketing]

Dynergy Canada Marketing & Trade Attn: Steve Barron 350 - 7th Avenue S.W.

Calgary, Alberta Canada, T2P 3N9 Dynergy Marketing & Trade Attn: Steve Barron 1100 Louisiana Street, Suite 5800 Houston, Texas 77002 11 12 13 14 15 16 17 18 19 I

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9 10 11 12 13 14 15 16 17 18 19 Enron Canada Corporation 3500 Canterra Tower 400 3rd Ave. S.W.

Calgary, AB T2P 4H2 Canada Gary Kaplan, Esq.

Howard, Rice, Nemerovski, Canady, Falk & Rabkin 3 Embarcadero Center, Floor 7 San Francisco, CA 94111-4065

[Counsel for Pacific Gas and Electric Company]

Howard S. Beltzer Evan Hollander Daniel P. Ginsberg White & Case 1155 Avenue of the Americas New York, NY 10036

[Counsel for BNY]

Evelyn H. Biery Fulbright & Jaworski LLP 1301 McKinney, Suite 5100 Houston, Texas 77010-3095

[Counsel for Arizona Electric Power Cooperative, Inc.,

Coral Power, L.L.C., Corestaff Services (California), Inc.]

Fernando De Leon Attorney at Law California Energy Commission 1516 9th Street, MS-14 Sacramento, California 95814 Franchise Tax Board P.O. Box 942857 Sacramento, California 94257-2021 G. Larry Engel Roberto J. Kampfner Brobeck, Phleger & Harrison LLP One Market Spear Street Tower San Francisco, California 94105

[Counsel for City of Palo Alto and its municipality utility]

Gary P. Blitz Piper Marbury Rudnick & Wolfe LLP 1200 19th Street, N.W.

Washington, D.C. 20036

[Counsel for Certain Underwriters at Lloyd's and Interested Insurance Companies]

50143319v]

Geysers Power Company LLC Joe McClendon 6700 Koll Center Pky #200 Pleasanton, CA 94566 Glenn M. Reisman Two Corporate Drive P.O. Box 861 Shelton, CT 06484

[Counsel for GE Power Systems and GE Supply Divisions]

Gordon P. Erspamer Morrison & Foerster LLP 101 Ygnacio Valley Road, Suite 450 P.O. Box 8130 Walnut Creek, California 94595

[Counsel for AES New Energy, Inc.]

Grant Kolling City of Palo Alto P.O. Box 10250 Palo Alto, California 94303 Gregory W. Jones El Paso Merchant Energy 1001 Louisiana, Suite 2754B Houston, Texas 77002 GWF Power Systems LP 4300 Railroad Ave.

Pittsburg, CA 94565 Harold L. Kaplan Jeffrey M. Schwartz Mark F. Hebbeln Gardner, Carton & Douglas 321 North Clark Street, 34th Floor Chicago, IL 60610

[Counsel for Indenture Trustee for 7.90% Deferrable Interest Subordinated Debendures Series A]

Heather Brown Williams Energy Marketing and Trading Co.

One Williams Center, Suite 4100 Tulsa, OK 74172 Heinz Binder Robert G. Harris Binder & Malter 2775 Park Avenue Santa Clara, California 95050

[Counsel for Arizona Electric Power Cooperative, Inc.,

Corestaff Services (California), Inc., Coral Power, L.L.C.]

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Howard J. Weg Peitzman, Glassman & Weg 1900 Avenue of the Stars, Suite 650 Los Angeles, California 90067

[Counsel for Powerex Corp.]

Hydee R. Feldstein Katherine A. Traxler Cynthia M. Cohen Kelly Aran Paul, Hastings, Janofsky & Walker LLP Twenty Third Floor 555 South Flower Street Los Angeles, California 90071

[Counsel for Constellation Power Source, Inc.]

ICC Energy Corporation Attn: Karl Butler 302 N. Market Street, Suite 500 Dallas, TX 75202-1846 Internal Revenue Service Fresno, CA 93888 Internal Revenue Service Spec Proc / Bankruptcy 1301 Clay Street, Suite 1400 Oakland, CA 94612 J. Christopher Kennedy Irell & Manella LLP 1800 Avenue of the Stars, 9th Floor Los Angeles, California 90067

[Counsel for party in interest]

J. Christopher Kohn Tracy J. Whitaker Brendan Collins Civil Division Department of Justice P.O. Box 875 Ben Franklin Station Washington, D.C. 20044

[Counsel for United States of America]

J. Christopher Kohn Tracy J. Whitaker Brendan Collins Department of Justice I100 L Street, N.W. Room 10004 Washington, D.C. 20005

[Counsel for United States of America]

50143319vi J. Matthew Derstein Roshka Heyman & DeWulf PLC Two Arizona Center 400 North 5th Street, Suite 1000 Phoenix, AZ 85004

[Counsel for Tucson Electric Power Company]

James E. Lopes, Esq.

Howard, Rice, Nemerovski, Canady, Falk & Rabkin 3 Embarcadero Center, Floor 7 San Francisco, CA 94111-4065

[Counsel for Pacific Gas and Electric Company]

James E. Till, Esq.

Perkins Coie LLP 1211 SW Fifth Ave., Suite 1500 Portland, OR 97204

[Counsel for Bank of Montreal]

James R. Thompson Idaho Power Company 1221 W. Idaho Street Boise, Idaho 83702 Jeffrey M. Wilson Saybrook Capital LLC 303 Twin Dolphin Drive, Suite 600 Redwood City, California 94065

[Proposed Investment Banker to Committee]

Jeffry A. Davis Gray Cary Ware & Freidenrich LLP 401 B Street, Suite 1700 San Diego, California 92101

[Counsel for International Brotherhood of Electrical Workers, Local 47 and Local 1245]

JoAnn P. Russell Duke Energy Trading and Marketing LLC 10777 Westheimer, Suite 650 Houston, TX 77042 John F. Shellabarger Law Offices of John F. Shellabarger 928 Garden Street, Suite 3 Santa Barbara, California 93101

[Counsel for Carriage Homes, Inc.]

John G. Klaugberg LeBoeuf, Lamb, Greene & MacRae, LLP 125 West 55th Street New York, NY 10019

[Counsel for Enron North America Corp and Enron Canada Corp.]

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 John P. Dillman Linerbarger Heard Goggan Blair Graham Pena & Sampson, LLP P.O. Box 3064 Houston, TX 77253 John P. Melko Wendy K. Laubach Verner, Liipfert, Bernhard, McPherson and Hand 1111 Bagby, Suite 4700 Houston, TX 77002

[Counsel for Sacramento Municipal Utility District]

John T. Hansen Deborah H. Beck Nossaman, Guthner, Knox & Elliott 50 California Street, 34th Floor San Francisco, California 94111

[Counsel for Committee of PG&E Retirees and Survivors]

Jonathan Rosenthal Jon P. Schotz Jonathan Y. Thomas Saybrook Capital LLC 401 Wilshire Boulevard, Suite 850 Santa Monica, California 90401

[Proposed Investment Banker to Committee]

Joseph A. Eisenberg, P.C.

Victoria S. Kaufman Jeffer, Mangels, Butler & Marmaro LLP 2121 Avenue of the Stars, Tenth Floor Los Angeles, CA 90067

[Counsel for California Power Exchange Corp.]

KBC Bank Attn: Daniel To 515 So. Figueroa St.. Suite 1920 Los Angeles, CA 90071 Kenneth N. Russak Pillsbury Winthrop LLP 725 South Figueroa Street, Suite 2800 Los Angeles, California 90017

[Counsel for Dynergy Power Marketing, Inc.; El Segundo Power LLC; Long Beach Generation LLC; Cabrillo Power I LLC; Cabrillo Power II, LLC; Dynergy Marketing & Trade LLC; West Coast LLC]

50143319vl 7

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0Y5 Kevin K. Haah Ervin, Cohen & Jessup LLP 9401 Wishire Boulevard, 9th Floor Beverly Hills, California 90212

[Counsel for Ronald A. Katz Technology Licensing L.P.]

Kimberly S. Winick Mayer, Brown & Platt 350 South Grand Avenue, 25th Floor Los Angeles, California 90071

[Counsel for Aera Energy LLC]

Kjehl T. Johansen Legal Division Office of City Attorney Department of Water and Power P.O. Box 51111, Suite 340 Los Angeles, California 90051 Larren M. Nashelsky Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

[Counsel for El Paso Merchant Energy L.P.)

Lillian G. Stenfeldt Fred Hjelmeset Gray Cary Ware & Freidenrich LLP 1755 Embarcadero Palo Alto, California 94303

[Counsel for International Brotherhood of Electrical Workers, Local 47 and Local 1245]

Louise H. Renne City Attorney L. Joanne Sakai Theresa Mueller Cameron Baker City Hall, Room 234 One Dr. Carlton B. Goodlett Place San Francisco, California 94102

[Counsel for the City and County of San Francisco]

M. Freddie Reiss PricewaterhouseCoopers LLP 400 South Hope Street Los Angeles, California 90071

[Proposed Financial Advisor to Committee]

M.O. Sigal Jr.

Simpson Thatcher & Bartlett 425 Lexington Avenue New York, NY 10017

[Counsel for Duke Energy Trading and Marketing]

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Marc S. Cohen Jeffrey A. Krieger Greenberg Glusker Fields Claman Machtinger & Kinsella 1900 Avenue of the Stars, Suite 2100 Los Angeles, California 90067

[Counsel for Official Committee of Participants' Creditors Claims]

Mark C. Ellenberg Cadwalader, Wickersham & Taft 1201 F Street N.W., Suite 1100 Washington, D.C. 20004

[Counsel for MBIA]

Mark Finnemore Internal Revenue Service Small Business/Self-Employed Division Counsel 160 Spear Street, 9th Floor San Francisco, California 94105

[Counsel for the United States of America]

Mark Hirschfield Benjamine Hoch Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019-6092 Mark P. Weitzel Paul C. Lacourciere Thelen, Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, California 94105

[Counsel for Bruney Forest Products]

Martha E. Romero Law Offices of Martha E. Romero 7743 South Painter Avenue. Suite A Whittier, California 90602

[Counsel for Secured Creditors Various California Counties in California]

Martin L. Fineman David Wright Tremaine LLP One Embarcadero Center. Suite 600 San Francisco, California 94111

[Counsel for Wheelabrator Shasta Energy Co.]

MBIA Insurance Corporation Attn: IPM-PCF 113 King Street Armonk, NY 10504 50143319vl Mellon Bank, N.A.

Attn: L. Scott Sommers 400 So. Hope Street, 5th Floor Los Angeles, CA 90071-2806 Merle C. Meyers Katherine D. Ray Goldberg, Stinnett, Meyers & Davis 44 Montgomery Street, Suite 2900 San Francisco, California 94104

[Counsel for Modesto Irrigation District]

Merrill Lynch Attn: Ahi Aharon World Financial Ctr., North Tower 250 Vesey Street, 10th Floor New York, NY 10281-1310 Michael A. Rosenthal Keith D. Ross Gibson Dunn & Crutcher LLP 2100 McKinney Avenue, Suite 1100 Dallas, TX 75201

[Counsel for NRG Energy, Inc.]

Michael E. Ross AES New Energy, Inc.

350 South Grand Avenue, Suite 2950 Los Angeles, California 90017 Michael F. O'Friel Wheelabrator Technologies, Inc.

4 Liberty Lane West Hampton, NH 03842 Michael Friedman Richard Spears Kibbe & Orbe One Chase Manhattan Plaza New York, NY 10005

[Counsel for DK Acquisition Partners]

Michael Hamilton PricewaterhouseCoopers LLP 1301 Avenue of the Americas New York, NY 10019

[Proposed Financial Advisor to Committee]

Michael L. Tuchin David M. Stern Klee, Tuchin, Bogdanoff & Stern LLP 1880 Century Park East, Suite 200 Los Angeles, California 90067

[Counsel for Caithness Energy, LLC and FPL Energy Inc.)

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Michael Morris Hennigan, Bennet & Dorman 601 South Figueroa Street, Suite 3300 Los Angeles, California 90017

[Counsel for Southern California Gas Company]

Mike R. Jaske California Energy Commission 1516 Ninth Street, MS-22 Sacramento, California 95814 Mitchell I. Sonkin Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038

[Counsel for MBIA]

Morgan Guaranty Trust Company of New York Attn: Carl J. Mehldau 60 Wall Street New York, NY 10260 Mr. David Boergers. Secretary Federal Energy Regulatory Commission 888 First Street. N.E.. Room I-A Washington. DC 20246 Nanette D. Sanders Sarah E. Petty Snell & Wilmer LLP 1920 Main Street. Suite 1200 Irvine, California 92614

[Counsel for Arizona Public Service Co.]

Office of the U.S. Trustee Attn: Stephen Johnson 250 Montgomery Street. Suite 1000 San Francisco. CA 94104-3401 Pancanadian Energy Services Inc.

Attn: Brian Redd 1200 Smith Street. Suite 900 Houston, TX 77002 Patricia S. Mar Morrison & Foerster LLP 425 Market Street, 33rd Floor San Francisco. CA 94105-2482 E-mail: pmar@tmofo.com

[Counsel for AES New Energy, Inc.]

50143319v]

Patricia S. Mar, Esq.

Morrison & Foerster LLP 425 Market Street, 33rd Floor San Francisco, CA 94105-2482

[Counsel for Avista Energy, Inc. and GWF Power Systems Company, Inc.]

Peter J. Benvenutti Heller Ehrman White & McAuliffe LLP 333 Bush Street San Francisco, California 94104 Philip Warden Pillsbury, Winthrop LLP 50 Fremont Street San Francisco, California 94105

[Counsel for Southern California Gas Company]

Phillip S. Warden Pillsbury Winthrop LLP 50 Fremont Street San Francisco, California 94105

[Counsel for Dynergy Power Marketing, Inc.; El Segundo Power LLC; Long Beach Generation LLC; Cabrillo Powei LLC; Cabrillo Power II, LLC; Dynergy Marketing & Trad LLC; West Coast LLC Pillsbury Winthrop LLP Attn: Kenneth N. Russak, Esq.

725 S. Figueroa Street, Suite 2800 Los Angeles, CA 90017-5406

[Counsel to Parties in Interest: Dynergy Power Marketing Inc., El Segundo Power LLC, Long Beach Generation LL(

Cabrillo Power I LLC, Cabrillo Power II, LLC, Dynergy Marketing & Trade LLC and West Coast Power, LLC]

R. Dale Ginter Downey, Brand, Seymour & Rohwer LLP 555 Capitol Mall, 10th Floor Sacramento, California 95814

[Counsel for Merced Irrigation District, Occidental of Elk Hills, Diamond Walnut Growers, and Hertz Corporation]

Rabobank Nederland Attn: Tamira Treffers-Herrera Three Embarcadero Center Suite 930 San Francisco, CA 94111 Rabobank Nederland New York Branch Attn: International Trade Services 245 Park Avenue New York, NY 10167-0062 I

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9 10 11 12 13 14 15 16 17 18 19 Randy E. Michelson McCutchen, Doyle, Brown & Enersen, LLP Three Embarcadero Center San Francisco, California 94111

[Counsel for Reliant Energy, Inc.]

Region IV U.S. Nuclear Regulatory Commission Ellis W. Mershoff Regional Administrator 611 Ryan Plaza Drive, suite 400 Arlington, TX 76011-8064 Richard A. Lapping Louis J. Cisz, III Thelen Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3601

[Counsel for Creditor, Calpine Corporation and its Affiliated Entities]

Richard Blackstone Webber II Richard Blackstone Webber II, P.A.

2507 Edgewater Drive 2507 Edgewater Drive Orlando, FL 32804

[Counsel for Blue Cross and Blue Shield of Florida, Inc.]

Richard C. Josephson Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204

[Counsel for PacifiCorp and Crockett Cogen]

Richard Hopp 14416 Victory Boulevard, Suite 108 Van Nuys, California 91401

[Richard Hopp in Propria Persona]

Richard Purcell Conectiv 252 Chapman Road Christiana Building Newark, Delaware 19702 Richard Stevens Avista Corp.

P.O. Box 3727 Spokane, WA 99220 50143319vl Richard W. Esterkin Morgan, Lewis & Bockius LLP 300 South Grand Avenue Los Angeles, California 90071

[Counsel for Fuji Bank, Limited]

Richard Wyron Swidler Berlin ShereffFriedman LLP 3000 K Street, NW, Suite 300 Washington, DC 20007

[Attorney for California Independent System Operator]

Robert A. Greenfield, Esq.

Stutman, Treister & Glatt 3699 Wilshire Blvd., #900 Los Angeles, CA 90010-2766 Robert E. Darby Thomas A. Freiberg, Jr.

Fulbright & Jaworski LLP 865 South Figueroa, 29th Floor Los Angeles, California 90017-2576

[Counsel for Arizona Electric Power Cooperative, Inc.,

Corestaff Services (California), Inc., Coral Power, L.L.C.]

Robert E. Izmirian Aaron M. Oliner Buchalter, Nemer, Fields & Younger 333 Market Street San Francisco, California 94105

[Counsel for MBIAJ Robert Jay Moore Paul S. Aronzon Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street Los Angeles, California 90017

[Counsel for Official Committee of Unsecured Creditors]

Robert M. Blum Thelen Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, California 94105

[Counsel for Davey Tree Surgery Company)

Robert S. Mueller, III United States Attorney Jocelyn Burton Assistant United States Attorney Douglas K. Chang 450 Golden Gate Avenue, 10th Floor San Francisco, California 94102

[Counsel for United States of America]

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9 10 11 12 13 14 15 16 17 18 19 Robert S. Mueller, III United States Attorney Jay R. Weill Assistant United States Attorney Thomas MacKinson 160 Spear Street, Ninth Floor San Francisco, California 94105

[Counsel for the United States of America]

Roi Chandy Teachers Insurance and Annuity Assoc. of America 730 Third Avenue NewYork,NY 10017 Roland Pfeifer Office of the City Attorney 1500 Warburton Avenue Santa Clara, California 95050 Rosanne Thomas Matzat Hahn & Hessen LLP 350 Fifth Avenue, Suite 3700 NewYork, NY 10118

[Counsel for Metropolitan Life Insurance Co.]

Scott 0. Smith Buchalter, Nemer, Fields & Younger 601 South Figueroa Street, Suite 2400 Los Angeles, California 90017

[Counsel for Quanta Services, Inc.]

Secretary of Treasury 15th & Pennsylvania Avenue Washington, D.C. 20549 Securities Exchange Commission Attn: Sandra W. Lavigna 1416 9th Street. Room 1640 Sacramento, CA 95814 Securities Exchange Commission Attn: Sandra W. Lavigna 5670 Wilshire Blvd., 1 th Fl.

Los Angeles, CA 90036 Sempra Energy Trading Corp.

Tony Ferrajina 58 Commerce Drive Stamford, CT 06902 Seth A. Ribner Simpson Thatcher & Bartlett 10 Universal City Plaza, Suite 1850 Universal City, California 91608

[Counsel for Duke Energy Trading and Marketing]

50143319vA Sharyn B. Zuch Wiggin & Dana One CityPlace, 34th Floor 185 Asylum Street Hartford, CT 06103

[Counsel for American Payment Systems]

Sierra Pacific Industries File #51950 San Francisco, California 94160 Southern California Gas Company Attn: Jim Nakata 555 W. Fifth St., GT24E1 Los Angeles, CA 90013-1000 State of California EDD P.O. Box 826880 Sacramento, CA 94280 State of California Dept. of Water Resources c/o Chief-Energy Division Attn: Dan Herdocia 1416 9th Street, Room 1640 Sacramento, CA 95814 State of California Office of the Attorney General 455 Golden Gate Avenue Suite 11000 San Francisco, CA 94102-3664 State of California Office of the Attorney General PO Box 94255 Sacramento, CA 94244-2550 Stephanie Nolan Deviney Brown & Connery LLP 360 Haddon Avenue P.O. Box 539 Westmont, NJ 08108

[Counsel for SAP America, Inc.]

Steve G. F. Polard Perkins Coie LLP 1620-26th Street, Sixth Floor Santa Monica, California 90404

[Counsel for Creditor Puget Sound Energy, Inc.]

Steve J. Reisman Curtis, Mallet-Prevost, Colt & Mosle LLP 101 Park Avenue NewYork, NY 10178 z

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9 10 11 12 13 14 15 16 17 18 19 Steven H. Felderstein, Esq.

Felderstein, Willoughby & Pascuzzi 400 Capital Mall, Suite 1450 Sacramento, CA 95814-4434

[Attorney for State of California]

Texaco Canada Petroleum Inc.

Attn: Bill Collier 2035 400 3rd Avenue, S.W.

Calgary, Alberta Canada T2P 4H2 Texaco Natural Gas Inc.

Attn: Bill Collier 1111 Bagby Street Houston, Texas 77002 The Bank of New York Attn: Michael Pitflick Corporate Trust Administration 101 Barclay Street - 21W New York, NY 10286 The Fuji Bank, Limited Attn: Jonathan Bigelow 333 So. Hope Street, 39th Floor Los Angeles, CA 90071 The Sumitomo Bank Ltd.

Attn: Al Galluzzo 777 S. Figueroa St., Suite 2600 Los Angeles, CA 90017-3138 The Toronto Dominion Bank Atn: F.B. Hawley 909 Fannin, Suite 1700 Houston, TX 77010 Thomas B. Walper, Esq.

Munger, Tolles & Olson LLP 355 South Grand Ave., Suite 3500 Los Angeles, CA 90071-1560

[Counsel for Southern California Edison]

Thomas C. Walsh BTM Capital Corporation 125 Summer Street Boston, MA 02110 Thomas E. Lumsden PricewaterhouseCoopers LLP 199 Fremont Street San Francisco, California 94105

[Proposed Financial Advisor to Committee]

50143319v1 Thomas MacKinson Internal Revenue Service Small Business/Self-Employed Division 1301 Clay Street, Room 1400-S Oakland, California 94105

[Counsel for the United States of America]

Timothy F. Hodgdon Teachers Insurance and Annuity Assoc. of America 730 Third Avenue NewYork,NY 10017 TJ Vigliotta Lazard Fr~res & Co. LLC 30 Rockefeller Plaza, 60th Floor New York, NY 10020 TXU Energy Trading Canada Limited Atn: Jeff Shorter 1717 Main Street Dallas, Texas 75201 TXU Energy Trading Company Atn: Jim Macredie 1717 Main Street Dallas, Texas 75201 U.S. Bank Corporate Trust Services Atn: LaDonna Morrison 180 East Fifth St., 3rd Floor St. Paul, MN 55170 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001 U.S. Trust Company, National Association Atn: Josephine Libunao One Embarcadero Center, Suite 2050 San Francisco, CA 94111-3709 Union Bank of Switzerland New York Branch Atn: Paul Morrison 299 Park Avenue New York, NY 10171 US Bank, Corporate Trust Services Ladonna Morrison P.O. Box 64111 St. Paul, MN 55164-0111 z

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9 10 11 12 13 14 15 16 17 18 19 Victoria Lang AT&T Corp.

795 Folsom Street, 2nd Floor San Francisco, California 94107

[Counsel for AT&T Corp]

Wheelabrator Shasta Energy Co. Inc.

20811 Industry Rd.

Anderson, CA 96007 White & Case, LLP Attn: Neil Millard 633 West Fifth St., Suite 1900 Los Angeles, CA 90071-2007

[Attorney for BNY Western Trust Company]

White & Case, LLP Attn: Neil Millard/C. Randolph Fishburn 633 West Fifth St., Suite 1900 Los Angeles, CA 90071-2007

[Attorney for Bank of New York]

William Bates, III McCutchen, Doyle, Brown & Enersen, LLP 3150 Porter Drive Palo Alto, California 94304

[Counsel for Reliant Energy, Inc.]

William H. Kiekhofer. III Kelley Drye & Warren LLP 777 South Figueroa Street. Suite 2700 Los Angeles, CA 90017

[Counsel for BP Energy Company]

William J. Flynn Neyhart, Anderson, Freitas. Flynn & Grosboll 600 Harrison Street, Suite 535 San Francisco, California 94107

[Counsel for IBEW Local #1245]

William M. Rossi-Hawkins Phillips, Lytle, Hitchcock, Blaine & Huber 437 Madison Avenue, 34th Floor New York, NY 10022

[Counsel for HSBC Bank USA]

William P. Weintraub Pachulski Stang Ziehl Young & Jones Three Embarcadero Center, Suite 1020 San Francisco, California 94111

[Counsel for PG&E Corp.]

50143319vl Williams Energy Marketing & Trading Co.

Attn: Kelly Knowlton One Williams Center, 19th Floor Department 558 P.O. Box 2848 Tulsa, Oklahoma 74172 Williams Energy Marketing &-Trading Co. (Canada)

Attn: Kelly Knowlton One Williams Center, 19th Floor Department 558 P.O. Box 2848 Tulsa, Oklahoma 74101 Zack Starbird Mirant Corporation 1155 Perimeter Center West Atlanta, GA 30338 Thomas C. Walsh BTM Capital Corporation 125 Summer Street Boston, MA 02110 Daren R. Brinkman Brinkmnan & Associates 800 Wilshire Boulevard, Suite 950 Los Angeles, California 90017

[Counsel for TransAlta Energy]

Steven M. Abramowitz Vinson & Elkins LLP 666 Fifth Avenue, 26th Floor New York, NY 10103

[Counsel for TransAlta Energy]

Sertling Koch TransAlta Energy Marketing (U.S.) Inc.

Box 1900 Station "M" 110-12th Avenue, SW Calgary, Alberta T2P 2MI Jennifer A. Merlo Bradley E. Pearce Moore & Van Allen, PLLC Bank of America Corporation Center 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202 Aaron M. Oliner Buchalter, Nemer, Fields & Younger 333 Market Street San Francisco, California 94105

[Counsel for CSAA]

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9 10 11 12 13 14 15 16 17 18 19 Eric A. Nyberg Charles D. Novack Kornfield, Paul & Nyberg, P.C.

1999 Harrison Street, Suite 800 Oakland, California 94612

[Counsel for KB Home]

Wendy L. Hagenau Powell, Goldstein, Frazer & Murphy 16th Floor 191 Peachtree Street, N.E.

Atlanta, GA 30303

[Counsel for Intecom Inc.]

George O'Brien Vice President and Treasurer Intecom, Inc.

5057 Keller Springs Road Addison, Texas 75001 Julia Hill, County Counsel County of Santa Cruz Office of the Treasurer - Tax Collector 701 Ocean Street, Room 505 Santa Cruz, California 95060

[Counsel for County of Santa Cruz]

Douglas P. Bartner Andrew Tenzer Shearman & Sterling 599 Lexington Avenue New York, NY 10022

[Counsel for Citibank. N.A.]

Amy Hallman Rice Dorsey & Whitney 1.LP Pillsbury Center South 220 South Sixth Street Minneapolis, Minnesota 5540-1498

[Counsel for U.S. Bank Trust National Association]

Peter J. Gurfein, Esq.

Jeffrey C. Krause. Esq.

Gregory K. Jones, Esq.

Akin, Gump, Strauss. Hauer & Feld, L.L.P.

2029 Century Park East. Suite 2600 Los Angeles, CA 90068 Mark Gorton, Esq.

McDonough, Holland & Allen 555 Capitol Mall, 9 1h Floor Sacramento, CA 95814 50143319v1 David Gould, Esq McDermott, Will & Emery 2049 Century Park East, 34th Floor Los Angeles, CA 90067 Carla Batchler Trust Department Bank of Cherry Creek 3033 East 1st Avenue Denver, CO 80206 Neil J. Rubenstein Holly R. Shilliday Arter & Hadden LLP Two Embarcadero Center, 5th Floor San Francisco, CA 94111 Marc Barreca John R. Knall, Jr.

Preston Gates & Ellis LLP 701 Fifth Avenue, Suite 5000 Seattle, WA 98104 Janine D. Bloch Preston Gates & Ellis LLP One Maritime Plaza, Suite 2400 San Francisco, CA 94111 Lawrence M. Jacobson Baker and Jacobson 11377 West Olympic Boulevard, Suite 500 Los Angeles, CA 90064 Samuel Jackson, City Attorney Office of the City Attorney, City of Sacramento Robert D. Takunaga, Deputy City Attorney 980 Ninth Street, Tenth Floor Sacramento, CA 95814 Robert D. Albergotti Stacey Jernigan Scott W. Everett Haynes and Boone LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Paul M. Bartkiewicz Joshua M. Horowitz Bartkiewicz, Kronick & Shanahan 1011 Twenty Second Street Sacramento, CA 95816 20 21 22 23 24 25 26 27 z

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Martin A. Martino Castle Companies 12885 Alcosta Boulevard, Suite A San Ramon, California 94583 Richard I. Beitler, Esq.

Sempra Energy Trading Corp.

58 Commerce Road Stamford, Connecticut 06902 Stanley E. Pond Winchell & Pond 1700 South El Camino Real, Suite 506 San Mateo, CA 94402 Cahal B. Carmody Bank of Montreal 4400 Nations Bank Building 700 Louisiana Street Houston, TX 77002 Lynne Richardson Air Products and Chemicals Inc.

Business Services A6328 7201 Hamilton Boulevard Allentown, PA 18195 Karen Keating Jahr, County Counsel Michael A. Ralston, Assistant County Counsel 1815 Yuba Street, Suite 3 Redding, California 96001 Lori J. Scott Shasta County Treasurer - Tax Collector P.O. Box 991830 Redding, California 96099 Juan C. Basombrio Kent J. Schmidt Dorsey & Whitney LLP 650 Town Center Drive, Suite 1850 Costa Mesa, CA 92626 Estela 0. Pino Cynthia E. Chisum Pino & Associates 1260 Fulton Avenue Sacramento, CA 95825 Dale W. Mahon 9951 Grant Line Road Elk Grove, CA 95624 50143319vi Bill Wong AMROC Investments, LLC 535 Madison Avenue, 15'h Floor New York, NY 10022 Stephen Shane Stark, County Counsel Enrique R. Sanchez, Sr.

County of Santa Barbara 105 E. Anapamu Street, Suite 201 Santa Barbara, CA 93101 Nancy Newman Steinhart & Falconer LLP 333 Market Street, 3 2nd Floor San Francisco, CA 94105 James S. Monroe Lillick & Charles LLP Two Embarcadero Center, Suite 2700 San Francisco, CA 94111 Daniel M. Pelliccioni Julia W. Brand Katten Muchin Zavis 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 John Robert Weiss Katten Muchin Zavis 525 West Monroe Street, Suite 1600 Chicago, IL 60661 Marimargaret Webdell Sacramento County Department of Finance 700 H. Street, Room 1710 Sacramento, CA 95814 M. David Minnick Pillsbury Winthrop LLP 50 Fremont Street San Francisco, CA 94105 Arnold Wallenstein ThermoEcotek Corporation 245 Winter Street, Suite 300 Waltham, MA 02154 Martin Marz BP Amoco P.O. Box 3092 Houston, TX 77079 9

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9 10 11 12 13 14 15 16 17 18 19 Peter S. Clark II Derek J. Baker Reed Smith, LLP 2500 Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 Kelly Greene McConnell Givens Pursley LLP 277 North 6th Street, Suite 200 Boise, ID 83702 Rock S. Koebbe 5356 North Cattail Way Boise, ID 83703 Mary B. Holland Financial Consultant Salomon Smith Barney 1111 Superior Avenue, Suite 1800 Cleveland, OH 44114-2507 Roger L. Efremsky Austin P. Nagel Law Offices of Efremsky & Nagel 5776 Stoneridge Mall Road, Suite 360 Pleasanton, CA 94588 Stan T. Yamamoto Eileen M. Teichert City of Riverside City Attorney's Office City Hall, 3900 Main Street Riverside, CA 92522 Howard Susman Duckor Spralding & Metzger 401 West A Street, Suite 2400 San Diego, CA 92101 John Chu Corporate Counsel Law Group LLP 417 Montgomery Street. 10h Floor San Francisco, CA 94104 Peter R. Boutin Keesal, Young & Logan Four Embarcadero Center, Suite 1500 San Francisco, CA 94111 50143319vA Ralph B. Levy James A. Pardo, Jr.

Brian C. Walsh Jeffrey E. Bjork King & Spalding 191 Peachtree Street Atlanta, GA 30303 Tony 0. Hemming Texaco Legal Department 1111 Bagby Street Houston, Texas 77002 Mairi V. Luce Duane Morris & Heckscher LLP 4200 One Liberty Place Philadelphia, PA 19103 Thomas M. Berliner Duane Morris & Heckscher LLP 100 Spear Street, Suite 1500 San Francisco, CA 94105 Madison S. Spach, Jr.

Spach & Associates, P.C.

4675 MacArthur Court, Suite 550 Newport Beach, CA 92660 Michael Rochman School Project for Utility Rate Reduction 1430 Willow Pass Road, Suite 240 Concord, CA 94520 Sheryl Gussett Reliant Energy, Inc.

1111 Louisiana, 43 d Floor Houston, TX 77002 Paul J. Pantano, Jr.

McDermott, Will & Emery 600 1 3th Street, N.W.

Washington, D.C. 20005 Gregory Clore Gnazzothill, A.P.C.

625 Market Street, Suite 1100 San Francisco. CA 94105 2

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bruce W. Leaverton Mary Jo Heston Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 89101 Marilyn Morris Kenneth M. Miller Morgan, Miller & Blair 1676 N. California Blvd., Suite 200 Walnut Creek, CA 94596 Angela M. Alioto Law Offices of Joseph L. Alioto and Angela Alioto 700 Montgomery Street San Francisco, CA 94111 Jody A. Meisel 2632 Larkin Street, Suite 0 San Francisco, CA 94109 Terrance L. Stinnett Miriam Khatiblou Goldberg, Stinnett, Meyers & Davis 44 Montgomery Street, Suite 2900 San Francisco, CA 94014 Melanie Fannin General Counsel Senior Vice President & Secretary Pacific Telesis Group 2600 Camino Ramon. Room 4CS 100 San Ramon, CA 94583 Isabelle M. Salgado General Attorney Pacific Telesis Group 2600 Camino Ramon, Room 4CS 100 San Ramon, CA 94583 Michael A. Berman Securities and Exchange Commission 450 Fifth Street, N.W. (Mail Stop 0606)

Washington, D.C. 20549 David Boies Christopher A. Boies Philip C. Korologos Boies, Schiller & Flexner LLP 80 Business Park Drive, Suite 110 Armonk, New York 10504 50143319v]

David S. MacCuish Andrew M. Gilford Kara Hatfield Weston, Benshoof, Rochefort 444 South Flower Street, Forty Third Floor Los Angeles, CA 90071 Kenneth N. Klee David M. Stem Michael L. Tuchin Michelle C. Campbell Klee, Tuchin, Bogdanoff& Stern LLP 1880 Century Park East, Suite 200 Los Angeles, CA 90067 Irving Sulmeyer Victor A. Sahn Frank V. Zerunyan Suhneyer, Kupetz, Baumann & Rothman 300 South Grand Avenue, 14th Floor Los Angeles, CA 90071 David H. Ford David Kovner OZ Management LLC 9 West 57th Street, 39th Floor New York, NY 10019 Daniel A. DeMarco David T. Graham Hahn, Loeser & Parks LLP 21 East State Street, Suite 1050 Columbus, Ohio 43215 Thomas E. Lauria Jerry R. Bloom Brian L. Holman White & Case LLP 633 West Fifth Street, 19'h Floor Los Angeles, CA 90071 J. Christopher Shore White & Case LLP 1155 Avenue of the Americans New York, NY 10036 Peter S. Munoz Gregory M. Ficks Crosby, Heafy, Roach & May Two Embarcadero Center San Francisco, CA 94111 z

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Clarkson, Gore & Marsella Benson, Arizona 85602 3424 Carson Street, Suite 350

[Arizona Electric Power Cooperative, Inc.]

3 Torrance, CA 90503 4

James E. Spiotto Ann Acker 5

Chapman & Culter 111 W. Monroe Street 6

Chicago, IL 60603 7

Stephen C. Becker Becker Law Office 8

P.O. Box 192991 San Francisco, CA 94119 9

Diane C. McKenzie 10 Office of the Treasurer and Tax Collector County of San Bernardino 11 172 N. Third Street, 1st Floor San Bernardino, CA 92415 12 Ivan L. Kallick 13 Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard 14 Los Angeles, CA 90064 Gas Association of Supplies and Producers 1112 "T1 Street. Suite 350 16 Sacramento, CA 95814 R. Paul Yetter Yetter & Warden. L.L.P.

600 Travis, Suite 3800 18 Houston, Texas 77002 19 Seward & Kissel LLP One Battery Park Plaza 20 New York, NY 10004 Z

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0 701 Brickell Avenue, Suite 2100 S27 Miami,FL 33131-2861 28 50143319v0