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.