Exhibit 10.3
CONFIDENTIAL TREATMENT
Nevada Power Company has requested that the marked portions of this document be
accorded confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
MASTER AMENDMENT TO
CONFIRMATION AGREEMENTS (NPC - POWER)
Dated as of June 4, 2002
This Master Amendment to Confirmation Agreements (this "Confirmation
Amendment") provided pursuant to and in accordance with the Western Systems
Power Pool Agreement (the "WSPP Agreement") is made by and between the Nevada
Power Company, a Nevada corporation ("Nevada Power") and wholly owned subsidiary
of Sierra Pacific Resources, a Nevada corporation ("Sierra Pacific"), and Duke
Energy Trading and Marketing, L.L.C., a Delaware limited liability company
("DETM").
WHEREAS, Nevada Power and DETM are currently parties to certain
Confirmation Agreements (as defined in the WSPP Agreement) and the transactions
thereunder including, but not limited to, those listed on Schedule A attached
hereto and made a part hereof (collectively, the "Existing Confirmation
Agreements");
WHEREAS, Nevada Power is currently in default with respect to certain
of its obligations under the Existing Confirmation Agreements;
WHEREAS, Nevada Power and DETM desire to set forth in this Confirmation
Amendment certain payment and other terms that will amend and supplement the
Existing Confirmation Agreements and all Confirmation Agreements executed with
respect to future transactions between the parties under the WSPP Agreement (the
"New Confirmation Agreements"); and
WHEREAS, in consideration of the agreement of DETM to temporarily waive
the effect of Nevada Power's default under the Existing Confirmation Agreements
as set forth herein, and in consideration of Nevada Power's agreement to be
bound by the terms hereof, Nevada Power and DETM have agreed to execute this
Confirmation Amendment.
NOW THEREFORE, the parties hereto agree as follows:
1. Payment Terms Under Existing Confirmation Agreements During Delay Period.
(a) Continued Supply. Each of Nevada Power and DETM agree to continue to
deliver energy to the other under the Existing Confirmation Agreements.
(b) Delay Period. All amounts payable by Nevada Power to DETM and by
DETM to Nevada Power under the Existing Confirmation Agreements for
energy delivered during the period May 1, 2002 through September 15,
2002 (the "Delay Period") shall be subject to the payment terms and
conditions set forth in Sections
1 through 3 of this Confirmation Amendment and all other provisions
relating to the Delay Amount.
(c) Payment Amounts For Delay Period Deliveries. Nevada Power shall pay
DETM and DETM shall pay Nevada Power, as applicable, for energy
deliveries under the Existing Confirmation Agreements during the Delay
Period an amount in cash equal to the Adjusted Net Cash Payment Price
per megawatt hour, as set forth on Schedule B attached hereto and made
a part hereof (each such payment being a "Delay Period Payment"). Such
payments from Nevada Power and from DETM shall be netted on each
applicable Delay Period Payment date, such that Nevada Power shall pay
to DETM the net amount outstanding from Nevada Power to DETM remaining
on each such date. Except as otherwise set forth in this Confirmation
Amendment, the terms and conditions of each Delay Period Payment shall
be as set forth in the Existing Confirmation Agreements.
2. Delay Amount Payment Terms.
(a) Delay Amount. The "Delay Amount" is $**********, calculated as the
difference between (i) the aggregate amount of all payments due from
Nevada Power to DETM (after netting the payments due from DETM to
Nevada Power) required during the Delay Period under the Existing
Confirmation Agreements and (ii) the aggregate amount of all Delay
Period Payments scheduled to be received by the DETM under Section
1(c).
(b) Maturity and Interest. The Delay Amount, including any accrued and
unpaid interest in respect thereof, shall be due and payable on
December 31, 2003, Interest shall accrue on the unpaid portion of the
Delay Amount beginning on June 20, 2002 at an annual rate of
**********. Accrued and unpaid interest shall be payable semi-annually
in cash in arrears on each December 31 and June 30, beginning December
31, 2002. If the Delay Amount is not paid in full on or before December
31, 2003, interest shall accrue on the unpaid portion of the Delay
Amount from and after January 1, 2004 at an annual rate of **********.
Interest shall be calculated on the basis of a year of 365 days and
charged for the actual number of days elapsed through and including the
date of repayment, provided that in no event shall interest paid,
charged or received exceed the maximum rate of interest allowed by
applicable law.
(c) Manner of Payment. All Delay Amount payments and payments of
interest thereon shall be made by wire transfer of immediately
available funds. If any Delay Amount payment, including any interest
payment in respect thereof, is due on a day that is not a Business Day,
the payment shall be due on the next succeeding Business Day, and the
extension of time shall be included in the period of time used for
purposes of calculating the amount of interest payable under this
Confirmation Amendment.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
(d) Mandatory Prepayments.
(i) DETM's Pro Rata Portion. In this Section 2(d), "DETM's Pro
Rata Portion" means a fraction, the numerator of which is
equal to the Delay Amount and the denominator of which is
equal to the aggregate amount of the Delay Amounts of all
existing energy suppliers ("Continuing Suppliers") who are
parties to a master agreement with Nevada Power and who have
not terminated their respective master agreements and who
continue to deliver energy to Nevada Power under the existing
terms and conditions thereof (except for any amendments
permitted under Section 3 (a)(ii) hereof) (the "Aggregate
Delay Amount A").
(ii) October Mandatory Prepayment. On or before October 25, 2002,
Nevada Power shall make a mandatory prepayment of the Delay
Amount to DETM equal to DETM's Pro Rata Portion of Nevada
Power's September Excess Cash. "September Excess Cash" means
unrestricted cash and cash equivalents of Nevada Power on
September 30, 2002 in excess of $75,000,000 (which amount is
currently estimated to be not less than $30,000,000).
(iii) Mandatory Prepayment from Available Cash. Until the Delay
Amount has been paid in full, Nevada Power shall make
additional mandatory prepayments of the Delay Amount each
February 15, May 15, August 15 and November 15, beginning
February 15, 2003, in an amount equal to DETM's Pro Rata
Portion of an amount equal to 50% of Nevada Power's Available
Cash (defined below) for the prior calendar quarter. Mandatory
prepayments shall be applied first to any accrued and unpaid
interest on the amount of the Delay Amount to be prepaid, then
to prepayment of the unpaid Delay Amount. "Available Cash" for
a calendar quarter means an amount equal to Nevada Power's
earnings before deduction of interest, taxes on or measured by
income or gross receipts, depreciation, and amortization (as
those terms are used in Generally Accepted Accounting
Principles) and adjusted for deferred energy accounting as
provided in Section 704.187 of the Nevada Revised Statutes,
plus the aggregate net cash amount of all Asset Sale Proceeds
(defined below) not previously included in the calculation of
Available Cash in any prior calendar quarter, less the sum of
(A) Nevada Power's cash interest expense, including the amount
of any scheduled interest payments from Nevada Power to NVP
Capital I and NVP Capital III (each a "Trust Preferred
Vehicle"); (B) scheduled principal payments by Nevada Power of
its indebtedness, including any scheduled maturities arising
from a refinancing and excluding any maturities, or any
portion thereof, that are refinanced or extended); (C) income
taxes paid by Nevada Power (less any tax refunds received);
(D) capital expenditures of Nevada Power; (E) other cash
disbursements of Nevada Power required in the ordinary course
of business; and (F) an amount equal to the amount of cash
that is required to maintain a $50,000,000
balance of cash available to Nevada Power as of the last day
of the quarter. "Asset Sale Proceeds" means the amount in
excess of $25,000,000 in aggregate net proceeds received by
Nevada Power from sales of its assets, individually or in the
aggregate from the date of this Confirmation Amendment,
excluding the net proceeds received by Nevada Power from any
asset sale resulting in $5,000,000 or less of net cash
proceeds to Nevada Power and excluding the net proceeds
received by Nevada Power from any sale of accounts receivable
that is reasonably necessary for Nevada Power to effectuate at
such time to have sufficient funds to prudently operate its
business.
(iv) Mandatory Prepayment from Excess Financing Proceeds. Nevada
Power shall, within 7 Business Days after it receives any
Excess Financing Proceeds, prepay the Aggregate Delay Amount A
by an amount equal to any Excess Financing Proceeds and shall
pay DETM an amount equal to DETM's Pro Rata Portion of the
amount of the Aggregate Delay Amount A. "Excess Financing
Proceeds" means, with respect to any financing (including any
sale of accounts receivable that is excluded from the
definition of Asset Sale Proceeds) other than a refinancing,
exchange, defeasance or modification of existing indebtedness
limited to an amount equal to such existing indebtedness, an
amount equal to the excess of (A) the net proceeds of any
financing that Nevada Power receives over (B) the sum of (I)
the total amount of all indebtedness (including principal and
interest) of Nevada Power with a scheduled maturity, without
acceleration, within 75 days of the date on which Nevada Power
receives the financing proceeds (unless such indebtedness is
reasonably anticipated to be paid with other sources of funds
or extended or refinanced within such 75-day period), (II) an
amount equal to Nevada Power's total actual capital
expenditures for the 12 months immediately preceding the month
during which Nevada Power receives the financing proceeds and
(III) an amount equal to the amount of such cash proceeds
required by the Revolver (as defined below) to be used to
prepay Revolving Indebtedness (as defined below).
"Indebtedness" shall have the meaning assigned to such term in
the Revolver. "Revolver" means the amount of Indebtedness that
is outstanding pursuant to the Credit Agreement, dated as of
November 30, 2001, by and among the Nevada Power, the Lenders
parties thereto from time to time (the "Lenders"), Union Bank
of California, N.A., as Sole Bookrunner and Administrative
Agent for the Lenders, Wells Fargo Bank, N.A., as Syndication
Agent, Bank One, NA, BNP Paribas and Mellon Bank, N.A., as
Co-Documentation Agents, and Union Bank of California, N.A.
and Wells Fargo Bank, N.A., as Co-Lead Arrangers, as amended,
replaced or refinanced in whole or in part from time to time.
"Revolving Indebtedness" means the amount of Indebtedness that
is outstanding pursuant to the Revolver.
(e) Restriction on Prepayment of Other Debt. Nevada Power shall not (i)
prepay any of its indebtedness (other than a refinancing, exchange,
defeasance or modification of its existing indebtedness limited to
an amount equal to such existing indebtedness or any prepayment of
the Aggregate Delay Amount A) or (ii) repay or prepay any of its
Revolving Indebtedness unless it prepays the Aggregate Delay Amount
A on a pro rata basis based on the amounts outstanding at such time.
"Prepay" means pay any indebtedness more than 45 days prior to the
scheduled maturity date of the indebtedness. Notwithstanding the
foregoing, Nevada Power may repay any Revolving Indebtedness in the
ordinary course of business so long as the current amount available
for borrowing thereunder (whether or not drawn) is not reduced.
(f) Optional Prepayment of Delay Amount. Nevada Power may, without
premium or penalty, at any time and from time to time, prepay all or
any portion of the outstanding Delay Amount due under this
Confirmation Amendment. Any optional prepayment shall be applied
first to accrued and unpaid interest on the amount of the
prepayment, calculated as of the date of the prepayment, and then to
the Delay Amount.
(g) Distribution of Payments. Any payment (whether optional or
mandatory) of the Delay Amount or any portion of the Aggregate Delay
Amount A shall be distributed pro rata among all Continuing
Suppliers based on each Continuing Supplier's Pro Rata Portion of
the Aggregate Delay Amount A.
3. Covenants During Delay Period.
(a) Nevada Power. Nevada Power covenants and agrees with DETM:
(i) Limitation on Dividends. For as long as any portion of the Delay
Amount remains unpaid, Nevada Power shall not declare any dividends
or make any dividend payments or other payments on account of any of
its equity securities except: (A) payments to Sierra Pacific to
enable Sierra Pacific to pay its reasonable fees and expenses
(including, but not limited to, interest on Sierra Pacific's
indebtedness and payment obligations on account of Sierra Pacific's
premium income equity securities) incurred in the ordinary course of
business in the calendar year 2003, which fees and expenses for
calendar year 2003 shall not be greater than $20,000,000; and (B)
currently scheduled payments to any Trust Preferred Vehicle.
(ii) Limitation on Other Agreements and Payments. For as long as any
portion of the Delay Amount remains unpaid, Nevada Power shall not
enter into any agreement with or make any payments to any Continuing
Supplier of energy to Nevada Power (whether or not the supplier is a
party to an amendment to the applicable master agreement with Nevada
Power in a form substantially similar to the provisions of this
Confirmation Amendment relating to the Delay Amount) on any terms
more advantageous to the Continuing Supplier than the terms set
forth in this Confirmation Amendment
(other than with respect to documentation of or payment for energy
or gas transactions in addition to existing contractual quantities
supplied to Nevada Power after May 1, 2002, which documentation
shall not contain terms with respect to the Delay Amount more
advantageous to the Continuing Supplier than the terms set forth in
this Confirmation Amendment with respect thereto).
(iii) Best Efforts. Nevada Power represents that it is not legally
necessary to obtain the approval of the Public Utility Commission of
Nevada to this Confirmation Amendment, provided that Nevada Power
agrees to use its reasonable best efforts to obtain such approval if
DETM requests, and, if DETM requests such approval, DETM shall
reasonably cooperate with Nevada Power in obtaining such approval.
(b) DETM. DETM temporarily waives the effect of any and all Nevada Power
defaults or breaches of the Existing Confirmation Agreements
existing on the date of this Confirmation Amendment or as of any
prior date, until the earlier of (i) the date an Event of Default
(as hereinafter defined) occurs or (ii) December 31, 2003, after
which the waiver contained in this section shall end and be of no
further force and effect, and the terms of the Existing Confirmation
Agreements (as amended by this Confirmation Amendment) shall govern
any such default or breach thereof by Nevada Power; provided that if
the Delay Amount has been repaid in full prior to such earlier date,
the waiver shall become permanent in all respects.
4. Payment Terms Under New Confirmation Agreements.
(a) [****]
(i) [****]
(b) [****]
(i) [****]
(ii) [****]
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
(c) [****]
5. Representations and Warranties.
(a) Nevada Power. Nevada Power represents and warrants that it has the
right, power, and corporate authority to enter into and perform its
obligations under this Confirmation Amendment. Nevada Power's
execution, delivery and performance of this Agreement has been duly
authorized, no further action is necessary on the part of Nevada Power
and no consents or other approvals are required to be obtained in
connection therewith. The execution and delivery of this Confirmation
Amendment does not contravene, or constitute a default under, any
provision of applicable law or regulation or its organizational
documents or any material agreement, judgment, injunction, order,
decree or other instrument binding upon it or result in any creation or
imposition of any lien on any of its assets. This Confirmation
Amendment has been duly and validly executed and delivered by Nevada
Power and, assuming the due execution and delivery by the other party
hereto, constitutes a valid and binding obligation of Nevada Power,
enforceable against it in accordance with its terms subject to
applicable bankruptcy, reorganization, insolvency, receivership or
other similar laws affecting creditors' rights generally and equitable
principles of general application (regardless of whether enforcement is
sought in a proceeding in equity or at law).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
(b) DETM. DETM represents and warrants to Nevada Power that DETM has the
right, power, and authority to enter into and perform its obligations
under this Confirmation Amendment. The execution, delivery and
performance of this Confirmation Amendment by DETM has been duly
authorized, no further action is necessary on the part of DETM and no
consents or other approvals are required to be obtained in connection
therewith. The execution and delivery of this Confirmation Amendment
does not contravene, or constitute a default under, any provision of
applicable law or regulation or its organizational documents or any
material agreement, judgment, injunction, order, decree or other
instrument binding upon it or result in any creation or imposition of
any lien on any of its assets. This Confirmation Amendment has been
duly and validly executed and delivered by DETM and, assuming the due
execution and delivery by the other party hereto, constitutes a valid
and binding obligation of DETM, enforceable against it in accordance
with its terms subject to applicable bankruptcy, reorganization,
insolvency, receivership or other similar laws affecting creditors'
rights generally and equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity
or at law).
6. Defaults.
(a) Events of Default. In addition to the Events of Default under the
WSPP Agreement, the occurrence of any one or more of the following
events shall also constitute an Event of Default by Nevada Power under
all Confirmation Agreements between Nevada Power and DETM until such
time as the Delay Amount is fully repaid and all energy and gas have
been delivered and paid for under the Covered Short Positions (with
respect to subsections (i) through (vi) below) and until such time as
the Delay Amount is fully repaid (with respect to subsections (v) and
(vi) below):
(i) If Nevada Power fails to pay or prepay when due any amount
under this Confirmation Amendment, including, without
limitation, any Delay Period Payment, the Delay Amount, any
Mandatory Prepayment of the Delay Amount, any interest
thereon, or any prepayment for energy under a New Confirmation
Agreement.
(ii) Nevada Power defaults in any other of its obligations under
this Confirmation Amendment and any such default continues for
five (5) days.
(iii) A default, event of default or other similar event or
condition of Nevada Power with respect to any indebtedness for
borrowed money which results in such indebtedness becoming
immediately due and payable has occurred and is continuing.
(iv) A default, event of default or other similar event or
condition of Nevada Power with respect to any other agreement
between Nevada Power and DETM or any of its affiliates has
occurred and is continuing, including,
without limitation, under the Marketing Services Agreement or
the Master Gas Agreement.
(v) Nevada Power enters into any agreement with or makes any
payment to any supplier of energy to Nevada Power that has
terminated or subsequent to the date of this Agreement
terminates its contract with Nevada Power (a "Terminated
Supplier") which provides for any payment to or any collateral
for the Terminated Supplier other than interest on any
termination or settlement payment owed to such Terminated
Supplier at a per annum rate no greater that **** and no more
frequently than as interest is paid on the Delay Amount.
(vi) Sierra Pacific uses any amounts received by it from Nevada
Power to make any dividends or other payment on account of its
common stock or executes any amendment to any agreement to
which it is a party if such amendment would alter any payment
obligation of it, unless such alteration would be to its
benefit and not increase its cash payment obligations to such
party from and after the date of this Agreement through the
calendar year 2003.
(b) Notice of Default. Nevada Power shall notify DETM in writing
promptly of the occurrence of any Event of Default by it.
(c) Remedies. In addition to the rights and remedies upon an Event of
Default set forth in the WSPP Agreement and in any Confirmation
Agreement and at law and in equity, upon the occurrence of an Event of
Default of Nevada Power, (i) the Delay Amount, together with all unpaid
interest and all other amounts payable hereunder, shall automatically
become due and payable forthwith, without presentment, demand, notice,
protest or other requirement of any kind, all of which are expressly
waived by Nevada Power and (ii) DETM may exercise any and all rights
and remedies available to it under applicable law, including the right
to collect from Nevada Power all sums due under the Existing
Confirmation Agreements. Upon the occurrence of an Event of Default,
the non-defaulting party may, without prior notice and in addition to
and not in limitation of its other rights and remedies, setoff
(including, without limitation, by setoff, offset, combination of
accounts, deduction, counterclaim, retention or withholding across or
within each or all agreements) any and all sums or obligations (whether
arising under this Confirmation Amendment, the Confirmation Agreements
or any other agreement and whether matured or unmatured) owed or
otherwise accrued by the defaulting party to the non-defaulting party
or any of its affiliates against any sums or obligations owed or
otherwise accrued by the non-defaulting party or any of its affiliates
to the defaulting party. Nevada Power shall pay all reasonable costs
and expenses of collection incurred by or on behalf of the DETM as a
result of an Event of Default, including reasonable attorney's fees. In
the event either of the parties hereto becomes entitled to receive or
does receive any Termination Payment pursuant to Section 22.3 of the
WSPP Agreement, then the Delay Amount shall be reduced by the portion
thereof attributable to any energy
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
deliveries that are scheduled to be made pursuant to each Existing
Confirmation Agreement during the Delay Period by such party but which
are not made.
7. Miscellaneous.
(a) Limitation on Waiver. The rights and remedies of DETM under this
Confirmation Amendment shall be cumulative and not alternative. No
waiver by DETM of any right or remedy under this Confirmation Amendment
shall be effective unless in a writing signed by DETM. No failure to
exercise, delay in exercising, or single or partial exercise of any
right or remedy by DETM, and no course of dealing between DETM on the
one hand and Nevada Power on the other hand, shall constitute a waiver
of, or shall preclude any other or further exercise of the same right
or remedy.
(b) Confirmation Amendment. This Confirmation Amendment may be amended,
modified or supplemented only in writing, signed by each of the parties
hereto.
(c) Notices. Notices given under this Confirmation Amendment, including
any notice of a change of address, shall be addressed as provided under
the applicable Confirmation Agreement and to the additional addressees:
(i) if to Nevada Power, to William E. Peterson, Sr. V.P. & General
Counsel, 6100 Neil Road, P.O. Box 10100, Reno, NV 89520-0024,
Fax: (775)834-5959, email: wpeterson@sierrapacific.com; and
(ii) if to DETM, to Duke Energy Marketing and Trading, L.L.C. to
JoAnn Russell, General Counsel, 5400 Westheimer Court,
Houston, TX 77056-5310, Fax: (713) 627-5122, email:
jprussell@duke-energy.com.
(d) Severability. If any term, provision, covenant or restriction
of this Confirmation Amendment is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
(e) Governing Law. This Confirmation Amendment shall be governed
by and construed in accordance with the laws of the State of Utah,
without regard to the conflicts of laws rules thereof.
(f) Assignment. Nevada Power may not assign or transfer this
Confirmation Amendment or the obligations owing thereunder without the
prior written consent of DETM in its sole discretion. DETM may assign
or transfer this Confirmation
Amendment or any obligations owing thereunder to any affiliate so long
as such entity has a credit status which, in Nevada Power's reasonable
opinion, is at least as high as that of DETM.
(g) Parties Bound. This Confirmation Amendment shall bind Nevada
Power and DETM and their respective successors and assigns. The
Existing Confirmation Agreements and all transactions thereunder, as
amended hereby, are hereby reaffirmed by each of Nevada Power and DETM
and remain in full force and effect.
(h) Section Headings. The headings in this Confirmation Amendment
are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
(i) References. All words used in this Confirmation Amendment
shall be construed to be of such number and gender as the context
requires or permits. Unless a particular context clearly provides
otherwise, the words "hereof" and "hereunder" and similar references
refer to this Confirmation Amendment in its entirety and not to any
specific section or subsection hereof.
(j) Definitions. All capitalized terms not defined herein shall
have the meaning ascribed to them in the WSPP Agreement.
(k) Counterparts. This Confirmation Amendment may be executed in
counterparts, and upon execution by all the parties, each counterpart
shall have the same force and effect as if all parties signed the same
instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Confirmation
Amendment as of the date first stated above.
NEVADA POWER COMPANY
By:____________________________
Name:__________________________
Title:
DUKE ENERGY TRADING AND MARKETING, L.L.C.
By:____________________________
Name:
Title:
SCHEDULE A
EXISTING CONFIRMATION AGREEMENTS
[***]
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
SCHEDULE B
ADJUSTED NET CASH PAYMENT PRICES
[***]
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
SCHEDULE C
COVERED SHORT POSITIONS
(see attached)
[DUKE ENERGY LOGO] [MOBIL LOGO]
CONFIRMATION AGREEMENT
SELLER: Duke Energy Trading and Marketing, L.L.C. BUYER: Nevada Power Company
4 Triad Center, Suite 1000 P.O. Box 230
Salt Lake City, UT 84180 Las Vegas, NV 89151-0230
Attn: Scott Krantz Attn: Mike Smart
Phone: (801) 531-5467 Phone: (702) 367-5880
Fax: (801) 531-5490 Fax: (702) 367-5869
This letter shall confirm transactions arranged on June 4, 2002 between Duke
Energy Trading and Marketing, L.L.C. (DETM) and Nevada Power Company (NPC). The
terms and conditions of this transaction are as follows:
DETM to sell and deliver and NPC to purchase and receive power under five (5)
simultaneous block transactions covered by this confirmation under the details
and terms contained herein.
BLOCK #1
DELIVERY RATE: 175 Megawatts Per Hour
CONTRACT QUANTITY: 36,400 Total Megawatt Hours
DELIVERY TERM: June 15, 2002 - June 30, 2002
CONTRACT SCHEDULE: Monday - Saturday
HE 07:00 - HE 22:00 PPT
Excluding NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
BLOCK #2 terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
DELIVERY RATE: 300 Megawatts Per Hour
CONTRACT QUANTITY: 76,800 Total Megawatt Hours
DELIVERY TERM: June 15, 2002 - June 30, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 07:00 - HE 22:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #3
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 56,000 Total Megawatt Hours
DELIVERY TERM: June 15, 2002 - June 30, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 11:00 - HE 20:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #4
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 16,800 Total Megawatt Hours
DELIVERY TERM: June 15, 2002 - June 30, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 08:00 - HE 23:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
BLOCK #5
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 16,800 Total Megawatt Hours
DELIVERY TERM: June 15, 2002 - June 30, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 09:00 - HE 24:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
SPECIAL TERMS &
CONDITIONS:
This Confirmation Agreement is being provided pursuant to, in accordance with
and is subject to the Western System Power Pool Agreement ("Agreement") as may
be amended from time to time and as supplemented and modified herein, and that
certain Master Amendment to Confirmation Agreements by and between Buyer and
Seller, dated June 4, 2002, and constitutes part of and is subject to all of the
terms and provisions of such Agreements. Terms used but not defined herein shall
have the meanings ascribed to them in the Agreements.
In the event of a conflict between this Confirmation Agreement and the WSPP
Agreement, this Confirmation Agreement shall govern.
Please confirm that the terms and conditions stated herein accurately reflect
your understanding of our agreement by signing and returning by facsimile to
Duke Energy Trading and Marketing, L.L.C. at (801) 531-5490.
By:
___________________________________________ Date: ___________________
Duke Energy Trading and Marketing, L.L.C.
By:
___________________________________________ Date: ___________________
Nevada Power Company
If the description contained in this Confirmation Agreement is contrary to your
understanding of the agreement, please notify DETM via telecopy by the close of
the fifth business day following your receipt of this Confirmation Agreement.
Your failure to notify DETM of any such contrary understanding by such time
constitutes your confirmation of the transaction as described above.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
[DUKE ENERGY LOGO] [MOBIL LOGO]
CONFIRMATION AGREEMENT
SELLER: Duke Energy Trading and Marketing, L.L.C. BUYER: Nevada Power Company
4 Triad Center, Suite 1000 P.O. Box 230
Salt Lake City, UT 84180 Las Vegas, NV 89151-0230
Attn: Scott Krantz Attn: Mike Smart
Phone: (801) 531-5467 Phone: (702) 367-5880
Fax: (801) 531-5490 Fax: (702) 367-5869
This letter shall confirm transactions arranged on June 4, 2002 between Duke
Energy Trading and Marketing, L.L.C. (DETM) and Nevada Power Company (NPC). The
terms and conditions of this transaction are as follows:
DETM to sell and deliver and NPC to purchase and receive power under five (5)
simultaneous block transactions covered by this confirmation under the details
and terms contained herein.
BLOCK #1
DELIVERY RATE: 250 Megawatts Per Hour
CONTRACT QUANTITY: 104,000 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Monday - Saturday
HE 07:00 - HE 22:00 PPT
Excluding NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #2
DELIVERY RATE: 300 Megawatts Per Hour
CONTRACT QUANTITY: 148,800 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 07:00 - HE 22:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #3
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 108,500 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 11:00 - HE 20:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #4
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 28,000 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 08:00 - HE 23:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #5
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 28,000 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 09:00 - HE 24:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
SPECIAL TERMS &
CONDITIONS:
This Confirmation Agreement is being provided pursuant to, in accordance with
and is subject to the Western System Power Pool Agreement ("Agreement") as may
be amended from time to time and as supplemented and modified herein, and that
certain Master Amendment to Confirmation Agreements by and between Buyer and
Seller, dated June 4, 2002, and constitutes part of and is subject to all of the
terms and provisions of such Agreements. Terms used but not defined herein shall
have the meanings ascribed to them in the Agreements.
In the event of a conflict between this Confirmation Agreement and the WSPP
Agreement, this Confirmation Agreement shall govern.
Please confirm that the terms and conditions stated herein accurately reflect
your understanding of our agreement by signing and returning by facsimile to
Duke Energy Trading and Marketing, L.L.C. at (801) 531-5490.
By:
___________________________________________ Date: ___________________
Duke Energy Trading and Marketing, L.L.C.
By:
___________________________________________ Date: ___________________
Nevada Power Company
If the description contained in this Confirmation Agreement is contrary to your
understanding of the agreement, please notify DETM via telecopy by the close of
the fifth business day following your receipt of this Confirmation Agreement.
Your failure to notify DETM of any such contrary understanding by such time
constitutes your confirmation of the transaction as described above.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
[DUKE ENERGY LOGO] [MOBIL LOGO]
CONFIRMATION AGREEMENT
SELLER: Duke Energy Trading and Marketing, L.L.C. BUYER: Nevada Power Company
4 Triad Center, Suite 1000 P.O. Box 230
Salt Lake City, UT 84180 Las Vegas, NV 89151-0230
Attn: Scott Krantz Attn: Mike Smart
Phone: (801) 531-5467 Phone: (702) 367-5880
Fax: (801) 531-5490 Fax: (702) 367-5869
This letter shall confirm transactions arranged on June 4, 2002 between Duke
Energy Trading and Marketing, L.L.C. (DETM) and Nevada Power Company (NPC). The
terms and conditions of this transaction are as follows:
DETM to sell and deliver and NPC to purchase and receive power under five (5)
simultaneous block transactions covered by this confirmation under the details
and terms contained herein.
BLOCK #1
DELIVERY RATE: 250 Megawatts Per Hour
CONTRACT QUANTITY: 108,000 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Monday - Saturday
HE 07:00 - HE 22:00 PPT
Excluding NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #2
DELIVERY RATE: 300 Megawatts Per Hour
CONTRACT QUANTITY: 148,800 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 07:00 - HE 22:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #3
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 108,500 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 11:00 - HE 20:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #4
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 22,400 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 08:00 - HE 23:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #5
DELIVERY RATE: 350 Megawatts Per Hour
CONTRACT QUANTITY: 22,400 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 09:00 - HE 24:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
SPECIAL TERMS &
CONDITIONS:
This Confirmation Agreement is being provided pursuant to, in accordance with
and is subject to the Western System Power Pool Agreement ("Agreement") as may
be amended from time to time and as supplemented and modified herein, and that
certain Master Amendment to Confirmation Agreements by and between Buyer and
Seller, dated June 4, 2002, and constitutes part of and is subject to all of the
terms and provisions of such Agreements. Terms used but not defined herein shall
have the meanings ascribed to them in the Agreements.
In the event of a conflict between this Confirmation Agreement and the WSPP
Agreement, this Confirmation Agreement shall govern.
Please confirm that the terms and conditions stated herein accurately reflect
your understanding of our agreement by signing and returning by facsimile to
Duke Energy Trading and Marketing, L.L.C. at (801) 531-5490.
By:
___________________________________________ Date: ___________________
Duke Energy Trading and Marketing, L.L.C.
By:
___________________________________________ Date: ___________________
Nevada Power Company
If the description contained in this Confirmation Agreement is contrary to your
understanding of the agreement, please notify DETM via telecopy by the close of
the fifth business day following your receipt of this Confirmation Agreement.
Your failure to notify DETM of any such contrary understanding by such time
constitutes your confirmation of the transaction as described above.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
[DUKE ENERGY LOGO] [MOBIL LOGO]
CONFIRMATION AGREEMENT
SELLER: Duke Energy Trading and Marketing, L.L.C. BUYER: Nevada Power Company
4 Triad Center, Suite 1000 P.O. Box 230
Salt Lake City, UT 84180 Las Vegas, NV 89151-0230
Attn: Scott Krantz Attn: Mike Smart
Phone: (801) 531-5467 Phone: (702) 367-5880
Fax: (801) 531-5490 Fax: (702) 367-5869
This letter shall confirm transactions arranged on June 4, 2002 between Duke
Energy Trading and Marketing, L.L.C. (DETM) and Nevada Power Company (NPC). The
terms and conditions of this transaction are as follows:
DETM to sell and deliver and NPC to purchase and receive power under four (4)
simultaneous block transactions covered by this confirmation under the details
and terms contained herein.
BLOCK #1
DELIVERY RATE: 250 Megawatts Per Hour
CONTRACT QUANTITY: 96,000 Total Megawatt Hours
DELIVERY TERM: September 1, 2002 - September 30, 2002
CONTRACT SCHEDULE: Monday - Saturday
HE 07:00 - HE 22:00 PPT
Excluding NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #2
DELIVERY RATE: 150 Megawatts Per Hour
CONTRACT QUANTITY: 45,000 Total Megawatt Hours
DELIVERY TERM: September 1, 2002 - September 30, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 11:00 - HE 20:00 PPT
All Days, Including NERC Holidays
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #3
DELIVERY RATE: 250 Megawatts Per Hour
CONTRACT QUANTITY: 24,000 Total Megawatt Hours
DELIVERY TERM: September 1, 2002 - September 30, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 08:00 - HE 23:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
BLOCK #4
DELIVERY RATE: 250 Megawatts Per Hour
CONTRACT QUANTITY: 24,000 Total Megawatt Hours
DELIVERY TERM: September 1, 2002 - September 30, 2002
CONTRACT SCHEDULE: Sundays and NERC Holidays only.
HE 09:00 - HE 24:00 PPT
PRICE: $**********
DELIVERY POINT: ****
SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour
Dispatch: (801) 531-5130. Preschedules and
control area information will be confirmed by
DETM and NPC by 12:00pm PPT on the appropriate
scheduling day prior to the day of delivery.
TYPE OF SERVICE: ****
PAYMENT TERMS: Payment shall be made according to the payment
terms set forth in Section 4 of that certain
Master Amendment to Confirmation Agreements by
and between NPC and DETM, dated June 4, 2002.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
SPECIAL TERMS &
CONDITIONS:
This Confirmation Agreement is being provided pursuant to, in accordance with
and is subject to the Western System Power Pool Agreement ("Agreement") as may
be amended from time to time and as supplemented and modified herein, and that
certain Master Amendment to Confirmation Agreements by and between Buyer and
Seller, dated June 4, 2002, and constitutes part of and is subject to all of the
terms and provisions of such Agreements. Terms used but not defined herein shall
have the meanings ascribed to them in the Agreements.
In the event of a conflict between this Confirmation Agreement and the WSPP
Agreement, this Confirmation Agreement shall govern.
Please confirm that the terms and conditions stated herein accurately reflect
your understanding of our agreement by signing and returning by facsimile to
Duke Energy Trading and Marketing, L.L.C. at (801) 531-5490.
By:
___________________________________________ Date: ___________________
Duke Energy Trading and Marketing, L.L.C.
By:
___________________________________________ Date: ___________________
Nevada Power Company
If the description contained in this Confirmation Agreement is contrary to your
understanding of the agreement, please notify DETM via telecopy by the close of
the fifth business day following your receipt of this Confirmation Agreement.
Your failure to notify DETM of any such contrary understanding by such time
constitutes your confirmation of the transaction as described above.
SCHEDULE D
CERTAIN TRANSACTIONS
(see attached)
ATTACHMENT "A"
to the
NATURAL GAS SALES/PURCHASE AGREEMENT
Dated: July 1, 1996
DETM Agreement No. GSA 176
Seller Buyer
- ------ -----
DUKE ENERGY TRADING AND MARKETING, L.L.C. NEVADA POWER COMPANY
4 Triad Center, Suite 1000 6100 Neil Road
Salt Lake City, UT 84180 Reno, NV 89520
Representative: Steve Bateson Representative: Mike Smart
Fax Number: (801) 531-5490 Fax Number: (702) 367-5869
EXHIBIT DATE: June 4, 2002
TERM: June 15, 2002 (8:00 a.m. MST) through October 1, 2002
(7:59 a.m. MST)
SERVICE LEVEL: Firm Obligation
PRICE: From June 15, 2002 (8:00 a.m. MST) through July 1, 2002
(7:59 a.m. MST), the Price shall be **** per MMBtu.
From July 1, 2002 (8:00 a.m. MST) through August 1, 2002
(7:59 a.m. MST), the Price shall be **** per MMBtu.
From August 1, 2002 (8:00 a.m. MST) through September 1,
2002 (7:59 a.m. MST), the Price shall be **** per
MMBtu.
From September 1, 2002 (8:00 a.m. MST) through October
1, 2002 (7:59 a.m. MST), the Price shall be **** per
MMBtu.
QUANTITY: From June 15, 2002 (8:00 a.m. MST) through July 1, 2002
(7:59 a.m. MST), the Quantity shall be ***** MMBtu per
day.
From July 1, 2002 (8:00 a.m. MST) through October 1,
2002 (7:59 a.m. MST), the Quantity shall be ***** MMBtu
per day.
POINT(S) OF DELIVERY: *****
CONFIRMATION
PROVISION: Notwithstanding any provision to the contrary in the
above-referenced Natural Gas Sales/Purchase Agreement
dated July 1, 1996, Nevada Power Company (NPC) and Duke
Energy Trading and Marketing, L.L.C. (DETM) agree that
DETM
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
shall provide the Attachment "A" for this transaction.
PAYMENT PROVISION: Payment shall be made according to the payment terms set
forth in Section 4 of that certain Master Amendment to
Confirmation Agreements by and between DETM and NPC,
dated June 4, 2002.
CONFLICT: In the event of a conflict between the above-referenced
Natural Gas Sales/Purchase Agreement dated July 1, 1996
and this Attachment "A," this Attachment "A" shall
govern.
THIS ATTACHMENT "A" IS BEING PROVIDED PURSUANT TO, IN ACCORDANCE WITH, AND IS
SUBJECT TO THE ABOVE-REFERENCED NATURAL GAS SALES/PURCHASE AGREEMENT DATED JULY
1, 1996 AS MAY BE AMENDED FROM TIME TO TIME AND AS SUPPLEMENTED AND MODIFIED
HEREIN, AND THAT CERTAIN MASTER AMENDMENT TO CONFIRMATION AGREEMENTS BY AND
BETWEEN DETM AND NPC, DATED JUNE 4, 2002.
IF THE DESCRIPTION CONTAINED IN THIS EXHIBIT "A" IS CONTRARY TO YOUR
UNDERSTANDING OF THE AGREEMENT, PLEASE NOTIFY DETM VIA TELECOPY BY THE CLOSE OF
THE SECOND BUSINESS DAY FOLLOWING YOUR RECEIPT OF THIS EXHIBIT "A." YOUR FAILURE
TO NOTIFY DETM OF ANY SUCH CONTRARY UNDERSTANDING BY SUCH TIME CONSTITUTES YOUR
CONFIRMATION OF THE TRANSACTION AS DESCRIBED ABOVE.
ACCEPTED and AGREED to:
Seller Buyer
DUKE ENERGY TRADING AND MARKETING, L.L.C. NEVADA POWER COMPANY
By: _______________________________ By: ______________________________
Date: _______________________________ Date: ______________________________