Credit or Other Special Provisions. The credit or other special provisions contained in Annex B and Annex B-1 hereto and made a part hereof apply and are incorporated herein by reference, such that the term “Confirmation” as used herein and in the Annex attached hereto, shall refer to and mean, this Confirmation, together with all of the Annexes attached hereto. Please promptly confirm that the foregoing correctly sets forth the terms of the Transaction entered into between us by executing the copy of this Confirmation and returning it to us within one Business Day of receipt hereof via Facsimile to (000) 000-0000, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent to us by overnight delivery for receipt within two Business Days of receipt hereof. Enron North America Corp. is pleased to have entered into this Transaction with you. Yours sincerely, ENRON NORTH AMERICA CORP. By: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: GAS NATURAL MEXICO, S.A. de C.V. By: _____________________________ Name: _____________________________ Title: _____________________________ EXHIBIT 1 [Letterhead of Counsel to Counterparty] [Date] Enron North America Corp. 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or Madam: We have acted as counsel to _________________________________ (the “Counterparty”), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ________ (the Confirmation, the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “Agreement”), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate ...
Credit or Other Special Provisions. Not Applicable For the purposes of the calculations of the Floating Price(s), all numbers shall be rounded as follows: Floating Price(s) relating to commodities quoted in (i) gallons shall be rounded to five places, (ii) MMBtu’s shall be rounded to four places, (iii) barrels shall be rounded to three places and (iv) gigajoules shall be rounded to four places. If the number after the final number is five (5) or greater then the final number shall be increased by one (1), and if the number after the final number is less than five (5) then the final number shall remain unchanged. This Confirmation is a complete and binding agreement between you and us as to the Transaction. Until a Master Agreement is executed by you and us, all currently existing swap, option or other financially-settled derivative transactions between the parties shall be governed by the terms and conditions set forth in any Annex attached hereto. All such swap, option or other financially-settled derivative transactions, shall constitute a single integrated agreement between you and us, it being acknowledged that the parties are relying upon the fact that all such swap, option or other financially-settled derivative transactions will form a single agreement and that the parties would not otherwise enter into any transactions. The terms and conditions contained in any Annex attached hereto are incorporated into this Confirmation, and in the event of any inconsistency between any Annex and this letter agreement, this letter agreement shall govern. Upon execution by you and us of a Master Agreement, this Confirmation will supplement, form a part of, and be subject to the Master Agreement. In the event of any inconsistency between this Confirmation and the Master Agreement, the Master Agreement shall govern except as expressly set forth therein. If this Confirmation correctly sets forth the terms of the Transaction that we have entered into, please promptly confirm in a reply to us by signing below and sending this Confirmation (or a copy hereof) to us (or notifying us of any bona fide error that would require revision in order to accurately reflect our agreement on the Transaction) by facsimile transmission within two Business Days after your receipt of this Confirmation. If you fail to so reply within such time period, the terms hereof will constitute binding and conclusive evidence of the Transaction. We look forward to receiving your prompt reply. Sincerely, Enron North America Corp. Coral...
