Curt Hribernik Proliance Energy, LLC  I am receipt of your e-mail concerning comments to the Master Agreement.
As  previously discussed, we await a letter of credit from your company.
My  comments are as follows:  Article 2.3 Equipment and Transaction Tape   We do not agree to the suggest change to language in this section.
Article 2.4  Confirmations  We agree to extend the response time to confirms to 48 hours.
Article 3.2 Seller's Failure to Schedule  We do not agree to the suggest change to language in this Article.
Article 4.
Defaults and Remedies  We do not agree to delete "any or" and "selected by it" in this section or  references to arbitration.
This agreement is draft in order that selection  can be made by either party as to transactions to cancel or retain.
Article 4.2.
Triggering Event  The amounts in this Article are from the credit department.
Please provide  me with your suggested changes and I will forward same to credit.
Article 4.4  Offset  We do not agree to suggested changes to this section.
Article 4.6 Collateral Requirement/Termination Payment Threshold   The amounts in this Article are from the credit department.
Please provide  me with your suggested changes and I will forward same to credit.
Article 6.2 New Taxes  We refer you to Article 6.1 and Section 4.1.
Article 7.1 Title, Risk of Loss, Indemnity and Balancing  We do not agree to suggested changes to this section as sections on  "Representations and Warranties" and " Gas Specifications" speak to quality  standards.
Article 8.5  Applicable Law  We agree to suggested New York law.
Appendix 1.
Enfolio General Provisions  Changes to "Material Adverse Change" are credit decisions.
I will forward  your remarks to credit.
Appendix 1.
Enfolio General Provisions  Gas Specifications:  We do not agree to suggest changes to this provision.
Appendix 1.
Enfolio General Provisions  Multiple Delivery Point Utilization: We do not agree to suggest changes to  this provision.
Appendix 1: Arbitration Disputes to be Arbitrated  We do not agree to suggest changes to this provision.
Please do not hesitate to contact me with any questions and or comments  regarding this matter.
Regards,

Master Firm Purchase/Sale Agreement