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DocuSign Envelope ID: C8B0008C-DA60-4F80-8609-96FDBA9F6DCB
<br />2.4. "Business Day" shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays.
<br />2.5. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a
<br />Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the
<br />Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening
<br />of the next Business Day.
<br />2.6. "Confirming Party' shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other
<br />party.
<br />2.7. "Contract" shall mean the legally -binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction
<br />Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all
<br />transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding
<br />Transaction Confirmation.
<br />2.8. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of
<br />Gas as agreed to by the parties in a transaction.
<br />2.9. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.
<br />2.10. "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of
<br />Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing party,
<br />obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas,
<br />in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the amount of notice provided by
<br />the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the
<br />quantities involved; and the anticipated length of failure by the nonperforming party.
<br />2.11. "Credit Support Obligation(s)" shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to
<br />this Contract such as an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, a
<br />performance bond, guaranty, or other good and sufficient security of a continuing nature.
<br />2.12. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a
<br />particular transaction.
<br />2.13. "Delivery Period" shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.
<br />2.14. "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction.
<br />2.15. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the
<br />communication of Transaction Confirmations under this Contract.
<br />2.16. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction
<br />involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party's excuse for
<br />nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under
<br />the Commodity Exchange Act.
<br />2.17. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is
<br />prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure
<br />may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the
<br />Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.
<br />2.18. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.
<br />2.19. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure
<br />to satisfy the Transporter's balance and/or nomination requirements.
<br />2.20. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by
<br />an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in
<br />Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is
<br />confirmed by Transporter.
<br />2.21. "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm.
<br />2.22. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the
<br />commencement of the first Day of the next calendar month.
<br />2.23. "Payment Date" shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received
<br />by Buyer in the previous Month.
<br />2.24. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the
<br />Transporter delivering Gas at a Delivery Point.
<br />2.25. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.
<br />2.26. "Spot Price " as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the
<br />listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single
<br />price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such
<br />Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
<br />All Rights Reserved Page 3 of 10 April 19, 2002
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