EXHIBIT 10.5
CONFIDENTIAL TREATMENT
SIERRA PACIFIC 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 (SPPC - 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 Sierra
Pacific Sierra Pacific Power Company, a Nevada corporation ("Sierra Pacific"),
and Duke Energy Trading and Marketing, L.L.C., a Delaware limited liability
company ("DETM").
WHEREAS, Sierra Pacific 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, Sierra Pacific 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 the parties to be bound
by the terms hereof, Sierra Pacific and DETM have agreed to execute this
Confirmation Amendment.
NOW THEREFORE, the parties hereto agree as follows:
1. Payment Terms Under New Confirmation Agreements.
(a) [****]
(i) [****]
(ii) [****]
(b) [****]
(i) [****]
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
(ii) [****]
(c) [****]
2. Representations and Warranties.
(a) Sierra Pacific. Sierra Pacific represents and warrants that it has
the right, power, and corporate authority to enter into and perform
its obligations under this Confirmation Amendment. Sierra Pacific's
execution, delivery and
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
performance of this Agreement has been duly authorized, no further
action is necessary on the part of Sierra Pacific 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 Sierra Pacific and,
assuming the due execution and delivery by the other party hereto,
constitutes a valid and binding obligation of Sierra Pacific,
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).
(b) DETM. DETM represents and warrants to Sierra Pacific 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).
3. 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 Sierra Pacific
under the WSPP Agreement and all Confirmation Agreements between
Sierra Pacific and DETM until all energy and gas have been delivered
and paid for under the Covered Short Positions:
(i) If Sierra Pacific fails to pay or prepay when due any amount
under this Confirmation Amendment.
(ii) Sierra Pacific 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 Sierra Pacific 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 Sierra Pacific with respect to any other
agreement between Sierra Pacific 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.
(b) Notice of Default. Sierra Pacific 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 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. Sierra Pacific 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.
4. 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 Sierra Pacific 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 Sierra Pacific, 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. Sierra Pacific 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 Sierra Pacific's reasonable opinion, is at
least as high as that of DETM.
(g) Parties Bound. This Confirmation Amendment shall bind Sierra Pacific
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 Sierra Pacific 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.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Confirmation
Amendment as of the date first stated above.
SIERRA PACIFIC 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
COVERED SHORT POSITIONS
(see attached)
[DUKE ENERGY] [MOBIL LOGO]
CONFIRMATION AGREEMENT
SELLER: Duke Energy Trading and Marketing, L.L.C. BUYER: Sierra Pacific 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 Sierra Pacific Power Company
(SPPC). The terms and conditions of this transaction are as follows:
DETM to sell and deliver and SPPC 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: 150 Megawatts Per Hour
CONTRACT QUANTITY: 62,400 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 SPPC 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 SPPC and DETM, dated June 4, 2002.
BLOCK #2
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 12,400 Total Megawatt Hours
DELIVERY TERM: July 1, 2002 - July 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 13:00 - 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.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
Preschedules and control area information will be
confirmed by DETM and SPPC 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 SPPC and DETM, dated
June 4, 2002.
BLOCK #3
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 20,800 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 SPPC 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 SPPC and DETM, dated
June 4, 2002.
BLOCK #4
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 20,800 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 SPPC 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 SPPC and DETM, dated
June 4, 2002.
BLOCK #5
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
DELIVERY RATE: 75 Megawatts Per Hour
CONTRACT QUANTITY: 31,200 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 SPPC 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 SPPC 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: ____________________
Sierra Pacific 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: Sierra Pacific 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 Sierra Pacific Power Company
(SPPC). The terms and conditions of this transaction are as follows:
DETM to sell and deliver and SPPC 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: 150 Megawatts Per Hour
CONTRACT QUANTITY: 64,800 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 SPPC 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 SPPC and DETM, dated June 4, 2002.
BLOCK #2
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 12,400 Total Megawatt Hours
DELIVERY TERM: August 1, 2002 - August 31, 2002
CONTRACT SCHEDULE: Monday - Sunday
HE 13:00 - 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.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
Preschedules and control area information will be
confirmed by DETM and SPPC 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 SPPC and DETM, dated June 4, 2002.
BLOCK #3
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 21,600 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 SPPC 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 SPPC and DETM, dated June 4, 2002.
BLOCK #4
DELIVERY RATE: 50 Megawatts Per Hour
CONTRACT QUANTITY: 21,600 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 SPPC 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 SPPC and DETM, dated June 4, 2002.
BLOCK #5
DELIVERY RATE: 75 Megawatts Per Hour
CONTRACT QUANTITY: 32,400 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 SPPC 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 SPPC 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: ____________________
Sierra Pacific 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.
SCHEDULE D
CERTAIN TRANSACTIONS
(see attached)
EXHIBIT "A"
to
NATURAL GAS SALES AND PURCHASE AGREEMENT
Dated: July 1, 1997
DETM Agreement No. GSA 408
Seller Buyer
- ------ -----
DUKE ENERGY TRADING AND MARKETING, L.L.C. SIERRA PACIFIC POWER COMPANY
4 Triad Center 6100 Neil Road
Suite 1000 PO Box 10100
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: ***** MMBtu per day
DELIVERY POINT(S): *****
PAYMENT PROVISION: Payment shall be made according to the payment terms set
forth in Section 4 of that certain Master Amendment to
Confirmation Agreements ("Amendment") by and between
Duke Energy Trading and Marketing, L.L.C. (DETM) and
Sierra Pacific Power Company (SPC), dated June 4, 2002.
CONFLICT: In the event of a conflict between the above-referenced
Natural Gas Sales and Purchase Agreement dated July 1,
1997 and this Exhibit "A," this Exhibit "A" shall
govern.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
THIS EXHIBIT "A" IS BEING PROVIDED PURSUANT TO, IN ACCORDANCE WITH, AND IS
SUBJECT TO THE ABOVE-REFERENCED NATURAL GAS SALES AND PURCHASE AGREEMENT DATED
JULY 1, 1997 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 SPC, 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. SIERRA PACIFIC POWER COMPANY
By: _______________________________ By: ______________________________
Date: _______________________________ Date: ______________________________
EXHIBIT "A"
to
NATURAL GAS SALES AND PURCHASE AGREEMENT
Dated: July 1, 1997
DETM Agreement No. GSA 408
Seller Buyer
- ------ -----
DUKE ENERGY TRADING AND MARKETING, L.L.C. SIERRA PACIFIC POWER COMPANY
4 Triad Center 6100 Neil Road
Suite 1000 PO Box 10100
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: July 1, 2002 (8:00 a.m. MST) through October 1, 2002
(7:59 a.m. MST)
SERVICE LEVEL: Firm Obligation
PRICE: 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: ***** MMBtu per day
DELIVERY POINT(S): *****
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 Duke Energy
Trading and Marketing, L.L.C. (DETM) and Sierra Pacific
Power Company (SPC), dated June 4, 2002.
CONFLICT: In the event of a conflict between the above-referenced
Natural Gas Sales and Purchase Agreement dated July 1,
1997 and this Exhibit "A," this Exhibit "A" shall
govern.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS (***) DENOTE SUCH OMISSIONS.
THIS EXHIBIT "A" IS BEING PROVIDED PURSUANT TO, IN ACCORDANCE WITH, AND IS
SUBJECT TO THE ABOVE-REFERENCED NATURAL GAS SALES AND PURCHASE AGREEMENT DATED
JULY 1, 1997 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 SPC, 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. SIERRA PACIFIC POWER COMPANY
By: ______________________________ By: _____________________________
Date: ______________________________ Date: _____________________________