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DRAFT: 11/07/97 ' <br />This Transaction Agreement is being provided pursuant to and in accordance with the Master <br />Energy Purchase and Sale Agreement dated 1997 (the "Master Agreement") between <br />Counterparty and EPMI, and constitutes part of and is subject to all of the terms and provisions of such <br />Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in this <br />Master Agreement. <br />Please execute this Transaction Agreement and return an executed copy to EPMI no later than _ <br />a.m. on , 19_ ("Notification Time"). Your execution should reflect the appropriate party in <br />your organization who has the authority to cause Counterparty to enter into this Transaction. In the event <br />Counterparty fails to execute and deliver this Transaction Agreement by the Notification Time or alters <br />the terms of this Transaction Agreement in any manner, there will be no Transaction pursuant to this <br />Transaction Agreement. <br />"COUNTERPARTY" "EPMI" <br />THE CITY OF COLTON, CALIFORNIA ENRON POWER -MARKETING, INC. <br />By: <br />Title: <br />Date: <br />By: <br />Title: <br />Date: <br />