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MASTER ENERGY PURCHASE AND SALE AGREEMENT This Master Energy Purchase and Sale Agreement (this "Master Agreement" and together with all Transactions, collectively, the "Agreement") is entered into effective as of the day of , 1998 (the "Effective Date") by and between Enron Power Marketing, Inc., a Delaware corporation ("EPMI"), and The City of Colton, California, a municipal corporation and political subdivision of the State of California ("Counterparty"). Each of EPMI and Counterparty may also be referred to individually as "Party" or collectively as "Parties." The definitions set forth in Appendix " 1 " shall apply to this Agreement. SECTION 1. SCOPE OF AGREEMENT 1.1. Scope of Agreement. From time to time, the Parties may, but shall not be obligated to, enter into Transactions for the purchase or sale of Energy hereunder. Each Transaction shall be effectuated and evidenced in accordance with this Master Agreement and shall constitute a part of this Master Agreement. The Parties are relying upon the fact that all Transactions, together with this Master Agreement, shall constitute a single integrated agreement, and that the Parties would not otherwise enter into any Transaction. Any conflict between this Master Agreement and a Transaction shall be resolved in favor of the Transaction. This Master Agreement shall govern all Transactions between the Parties from and after the Effective Date unless expressly stated otherwise. 1.2. Transaction Procedures. During the term of this Agreement, the Parties may notify each other that Energy is available for purchase or sale. Each Transaction shall be effectuated and evidenced by a written Transaction Agreement executed by the Parties substantially in the form set forth as Exhibit B. The Parties recognize that from time to time Counterparty may be required to submit a Transaction Agreement to its City Council for approval. 1.3. Term of Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon 30 days prior written notice which termination may be with or without cause in either Party's sole discretion; provided, however, that this Master Agreement shall remain in effect with respect to any Transaction(s) entered into prior to the effective date of the termination until both Parties have fulfilled all their obligations with respect to such Transaction(s). SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. Representations And Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in each jurisdiction in which a Transaction will be performed by it, (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction, (iii) the execution, delivery and performance of this Master Agreement and each Transaction are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law applicable to it, (iv) this Master Agreement and each Transaction when entered into in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses, (v) there are no Bankruptcy Proceedings