2001-047-ORD AFTER REASONABLE NOTICE AND HEARING, TXU GAS DISTRIBUTION'S RATES AND CHARGES WITH COP SHOULD BE CHANGED

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Conlracl by a regulatory authority with jurisdiction, such rate(s) or lenns and conditions of service will supersede conflicting provisions of this Contract. Company will give Customer notice of any such change. togelher with :1 copy of the revised Schedule of Optional Industrial Rates. The notice herein provided for will be deemed to have been given when forwarded by the party giving the same addressed to Customer althe address shown in this Conlract by fltst class mail, postage prepaid. separately or in Customer's billing statement. (c) Customer warrants. to TXUGD that its or'its agent's facilities utilized for the acceptance. receipt. Iransportation or delivery of gas hereunder are not subject to the Natural Gas Act of 1938. as amended. (the "NGA"). As a materia! representation. without which TXUGD would not have been willing to execute this ConO'acl. Customer warrants to TXUGD that Customer and its agents will take no action nor commit any act of omission that will subject this Iransaction. the facilities of TXUGD, or gas that TXUGD has title to or possession of to the jurisdiction of the Federal Energy Regulatory Commission ("FERC") or its successor governmental agency under the terms of the NGA.the Natural Gas Policy Act of 1978. as amended (the "NGPA"'). or any other law. The gas accepted, received, transponed or delivered hereunder shall not have been nOT shall be purchased, sold. transported or otherwise utilized in a manner that will subject TXUGD, its gas. its facilities or gas it has possession of, to the terms of the NGA or the NGPA or any other act causing TXUGD, its gas. its facilities or gas it has possession of to become subject to the jurisdiction of the FERC or a similar federal agency. In addition to, and without excluding any remedy that TXUGD may have at law or in equity, if Customer breaches the above warranties and representations Customer will be liable to TXUGD for all damages. injury and reasonable expense thaI TXUGD may sustain by reason of any breach hereof. Funher, should Customer or its agents Lhrough any act or omission cause any gas or facilities involved in the performance of this Contract to become regulated by or subject to jurisdictional authority of Lhe FERC, a successor governmental authority or the jurisdiction of any other federal regulatory agency, under the terms of the NGA or NGPA or any other law affecting the benefits Qf value of this Conuact, this Conuact will automatically terminate on the day before the date of such occurrence; provided, however such termination will never be construed so as to impair any rights ofTXUGD with regard to such breach of conlract. Customer hereby waives any defense for breach of this paragraph that TXUGD could avoid NGA jurisdiction under the provisions of Section l(c) of such Act. 6. Imn (a) This Contract will remain in full force and effect, subject to the terms and provisions hereof, for a primary term as specified on the signature page of this Contract, and from Contract Year to Contract Year thereafter until canceled by either party giving the other party written notice at least thirty (30) days prior to the end of the primary tenn or prior to the end of any Contract Year after the end of the primary term. However, any termination, cancellation or expiration of this Conb'act will never operate to extinguish the obligation to make payment for monies due hereunder. (b) Service will not commence under this Contract until after 9:00 A.M. on the day of installation of the electronic measurement facilities, related telemetry equipment and an operational telephone line for and compatible with TXUGD's electronic gas measurement facilities and related telemetry equipment at the Delivery Point. 7. Pressures at Points of Receiot and Deliverv (al Customer (or its designee) will deliver gas to TXUGD at the Receipt Point(s) at pressures sufficient to enter TXUGD's pipeline system at such point(s); provided, however, that Customer's delivery pressure into TXUGD's system at the Receipt Point(s) will not exceed TXUGD's maximum allowable operating pressure, as such may vary from time to time, at any such point(s), or cause the pressure at such point(s) to exceed TXUGD's maximum allowable operating pressure. (b) TXUGD will deliver gas to Customer at TXUGD's operating pressure, as such may vary from time to time, at the Delivery Point. 8. Measurements (a) The unit of measurement of gas for all purposes will be the "decathenn." The tenn "decatherm" as used in Ihis Conlract means a volume of gas that contains a sufficient number of British thennal units ("BlUS") per cubic foot of gas such that the product of the volume multiplied by the number of Btu per cubic foot of gas equals one million 0.000,000) Btu, or one (1) MMBtu. determined at a temperature of sixty (60) degrees Fahrenheit. saturated with water vapor and under a pressure equivalent to that of thirty (30) inches of mercury at thirty-two (32) degrees Fahrenheit converted to base conditions of sixty (60) degrees Fahrenheit and an absolute pressure of founeen and sixty-five one hundredths (14.65) pounds per square inch and adjusted to reflect actual water vapor content. Gas measurements will be computed by the measuring party into such units in accordance with the Ideal Gas Laws for volume variations 4 Rev OS/25/01 Attach. to Rate Sch. 4221 07