Gallup Conversion and CSA Agreement

Attached are the revised drafts.

Please note the following:

1. I revised the FERC language but haven't yet talked to Drew about this
concept. He is in Houston somewhere and I have a call in to him.

2. The Equivalent HP concept was removed. Thus a Force Majeure or Utility
interruption event will interuppt the Compression Services Charge.

3. Please review the unwind language carefully in the Conversion Agreement.

4. I added an arbitration provision. This is standard in ENA or affiliate
contracts.

The O&M form will follow shortly.