Common use of Credit or Other Special Provisions Clause in Contracts

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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that:

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 MEXICOXXXXXXXX, S.A. de DE C.V. By: _____________________________ Name: _____________________________ Title: _____________________________ EXHIBIT 1 [Letterhead of Counsel to Counterparty] [Date] ANNEX A U.S. WITHHOLDING TAX Party A: Enron North America Corp. 0000 Xxxxx Xxxxxx HoustonParty B: Polykron, 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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that:S.A. de C.V.

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 Annex B 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 MEXICOEMP ECHO, S.A. de C.V. L.L.C. By: Allegro Capital Management, Inc., Its Managing Member By: _____________________________ Name: _____________________________ Xxxxxxxx X. Xxxxxxx Title: _____________________________ EXHIBIT 1 [Letterhead of Counsel to Counterparty] [Date] President ANNEX A U.S. WITHHOLDING TAX Party A: Enron North America Corp. 0000 Xxxxx Xxxxxx HoustonParty B: EMP ECHO, 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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that:L.L.C.

Credit or Other Special Provisions. The credit This Confirmation is a complete and a 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 special provisions 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 no otherwise enter into any transactions. The terms and conditions contained in any Annex B and Annex B-1 attached hereto and made a part hereof apply and are incorporated herein by referenceinto this Confirmation, such that the term “Confirmation” as used herein and in the event of any inconsistency between any Annex attached hereto, shall refer to and meanthis letter agreement, this Confirmationletter agreement shall govern. Upon execution by you and us of a Master Agreement, together with all 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 Annexes attached heretoMaster Agreement, the Master Agreement shall govern except as expressly set forth therein. Please promptly confirm that the foregoing If this Confirmation correctly sets forth the terms of the Transaction that we have 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) 000-0000into, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent please promptly confirm in a reply to us by overnight delivery for receipt 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 receipt hereofthis 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. Enron North America Corp. is pleased please to have entered into this Transaction with you. Yours sincerelySincerely, ENRON NORTH AMERICA CORP. Enron North America Corp. Xxxxxxx Foods By: ________DRAFT______________ By: _________DRAFT___________________ Name: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: GAS NATURAL MEXICO, S.A. de C.V. By: _____________________________ NameTitle: _____________________________ Title: _________________________________ EXHIBIT 1 [Letterhead Date: _____________________________ Date: ________________________________ COUNTERPARTY: AFTER YOU HAVE CONFIRMED TRANSACTION, PLEASE RETURN TO ENA, ATTENTION: DIRECTOR OF DOCUMENTATION AT FAX NO (000) 000-0000 Address for Notices to ENA: Payment Account Information for ENA: PO Box 4428 Wire Transfer to: Bank of Counsel America N.A. Houston, TX 77210-4428 Acct No. 3750494727 Attention: Director, Documentation Dept ABA Routing No. 000000000 Fax: Phone: (000) 000-0000 With a copy of any notice given pursuant to Counterparty] [Date] Enron North America Corp. Section 3 or 4 of Annex A or Annex B, if any, to: 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or MadamAttn.: We have acted as counsel Assistant General Counsel, Trading Group Fax: (000) 000-0000 Address for Notices to Counterparty: Payment Account Information for Counterparty: Address: ____________________________ _________________________________________ (the “Counterparty”), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ____________________________________ (_________________________________________ ____________________________________ _________________________________________ Attention: ___________________________ _________________________________________ Fax: ________________________________ _________________________________________ Phone: ______________________________ _________________________________________ COUNTERPARTY: PLEASE PROVIDE ABOVE REQUESTED INFORMATION IF NOT PROVIDED PREVIOUSLY OR IF CHANGES HAVE OCCURRED This Annex A supplements, forms part of, and is incorporated into the Confirmation, the ISDA Confirmation to which this Annex A is attached. Until a Master Agreement is executed by the parties, this Annex A will set forth the general terms and any conditions governing all Derivative Transactions intended between the parties except as otherwise specified in a Confirmation 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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that:Transaction.

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. COUNTERPARTY 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 ________ [and an ISDA Master Agreement 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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of AmericaMexico. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that:

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. AIG COMMODITY ARBITRAGE FUND LTD. 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 _________________________________ AIG Commodity Arbitrage Fund Ltd. (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 corporate authority. The opinions given below are limited to matters concerning the laws of the United States of AmericaBermuda. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: