Common use of Condition Subsequent Clause in Contracts

Condition Subsequent. If the Securities are not issued on or before the Effective Date specified hereon, or such other date as may be specified by notice from Party A to Party B prior to the Effective Date, (the “Cut-off Date”) the parties hereto will be released and discharged from any obligations owed to each other with respect to this Transaction and their respective rights against each other under this Transaction will be cancelled with no payment or delivery due from either party, provided that such cancellation, release and discharge shall not affect (i) any of the rights, liabilities or obligations of the parties with respect to payments or other obligations due and payable or due to be performed in respect of this Transaction on or prior to the Cut-off Date or (ii) any other rights or obligations of the parties under the Agreement. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us. Yours Sincerely, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. p.p. By:…………………… By:……………………… Name: Name: Title: Authorised Signatory Title: Authorised Signatory DOURO FINANCE B.V. By:…………………. MULTIPLE EXCHANGE INDEX ANNEX Component Security: Each component security of the Index. Amendment to Section 6.8(e): The words "the level of the relevant Index at the close of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 6.8(e) of the Equity Definitions shall be deleted and replaced with the words "the official closing level of the Index as calculated and published by the Index Sponsor". Scheduled Trading Day: Any day on which: (i) the Index Sponsor is scheduled to publish the level of the Index; and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. Exchange Business Day: Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. Valuation Time: (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such Component Security, and (b) in respect of any options contracts or future contracts on the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor.

Condition Subsequent. If the Securities are not issued on or before the Effective Date specified hereon, or such other date as may be specified by notice from Party A to Party B prior to the Effective Date, (the “Cut-off Date”) the parties hereto will be released and discharged from any obligations owed to each other with respect to this Transaction and their respective rights against each other under this Transaction will be cancelled with no payment or delivery due from either party, provided that such cancellation, release and discharge shall not affect (i) any of the rights, liabilities or obligations of the parties with respect to payments or other obligations due and payable or due to be performed in respect of this Transaction on or prior to the Cut-off Date or (ii) any other rights or obligations of the parties under the Agreement. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us. Yours Sincerely, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. p.p. By:…………………… By:……………………… Name: Name: Title: Authorised Signatory Title: Authorised Signatory DOURO FINANCE B.V. By:…………………. MULTIPLE EXCHANGE INDEX ANNEX Component Security: Each component security of the Index. Amendment to Section 6.8(e): The words "the level of the relevant Index at the close of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 6.8(e) of the Equity Definitions shall be deleted and replaced with the words "the official closing level of the Index as calculated and published by the Index Sponsor". Scheduled Trading Day: Any day on which: (i) the Index Sponsor is scheduled to publish the level of the Index; and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. Exchange Business Day: Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. Valuation Time: (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such Component Security, and (b) in respect of any options contracts or future contracts on the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor.

Condition Subsequent. If The obligation of the Securities are not issued Parties to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions on or before the dates specified in this Section 9.1, unless waived or amended or amended in writing by the Parties: (a) The Financial Closing Date shall be achieved by Seller on or before August 31, 2007. In the event that the Financial Closing Date does not occur by August 31, 2007, either Purchaser or Seller may terminate this Agreement without liability, by giving written notice thereof to the other. Upon receipt of such notice by the other Party, this Agreement shall terminate and be of no further force and effect, and neither Party shall have any further obligations or liability hereunder. Seller shall provide Purchaser with written Monthly updates as to the status of the Financial Closing Date from the Effective Date specified hereonthrough the expected Financial Closing Date. The Monthly updates shall specify the anticipated Financial Closing Date. On June 30, 2007 and on the first of each Month thereafter until December 1, 2007. Seller will also provide updates to Purchaser as to the status of financial closing. The foregoing notices shall provide updates as to the status of financial closing, the anticipated Financial Closing Date and any remaining items to be completed as a condition to financial closing. (b) Notwithstanding the provisions of Section 9.1(a), if Seller terminates this Agreement in accordance with Section 9.1(a), and subsequently reaches the Financial Closing Date on or before November 30, 2007, or such Seller elects to develop the Facility or any other date as may similar on the Facility Site on or before November 30, 2007, then this Agreement shall, at Purchaser’s election, be specified by notice from Party A deemed to Party B prior to be reinstated and the Effective Date, (the “Cut-off Date”) the parties hereto will be released and discharged from any obligations owed to each other with respect to this Transaction and their respective rights against each other under this Transaction will be cancelled with no payment or delivery due from either party, provided that such cancellation, release and discharge shall not affect (i) any of the rights, liabilities or obligations of the parties Seller and Purchaser revived in accordance with respect to payments or other obligations due and payable or due to be performed in respect of this Transaction on or prior to the Cut-off Date or (ii) any other rights or obligations of the parties under the Agreement. Please confirm that the foregoing correctly sets forth the terms of our agreement this Agreement. If Seller fails to achieve financial closing on or before November 30, 2007, then this Agreement shall remain subject to any prior termination notice provided by executing the copy of this confirmation enclosed for that purpose and returning it to us. Yours Sincerely, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. p.p. By:…………………… By:……………………… Name: Name: Title: Authorised Signatory Title: Authorised Signatory DOURO FINANCE B.V. By:…………………. MULTIPLE EXCHANGE INDEX ANNEX Component Security: Each component security of the Index. Amendment Seller pursuant to Section 6.8(e): The words "the level of the relevant Index at the close of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 6.8(e9.1(a). (c) of the Equity Definitions Purchaser shall be deleted and replaced have executed a contract for firm transportation with the words "Midwestern Gas Pipeline Company on or before February 1, 2008, on terms suitable to Purchaser and Seller, including, but not limited to rate, the official closing level timing of demand charges, expense mitigation, overall length of term and the Index terms of assignment to any third party including Seller. If a contract as calculated and published described in this Section 9.1(c) is not executed on or before February 1, 2008, then either Purchaser or Seller may terminate this Agreement without liability, by giving written notice thereof to the other. Upon receipt of such notice by the Index Sponsor". Scheduled Trading Day: Any day on which: (i) the Index Sponsor is scheduled to publish the level other Party, this Agreement shall terminate and be of the Index; no further force and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. Exchange Business Day: Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. Valuation Time: (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such Component Securityeffect, and (b) in respect of neither Party shall have any options contracts further obligations or future contracts on the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsorliability hereunder.