USER'S GUIDE TO THE 2005 ISDA COMMODITY DEFINITIONS

A. THE 2005 ISDA COMMODITY DEFINITIONS PROJECT

The 2005 ISDA Commodity Definitions project (the "Project") was active throughout 2004 and
the first half of 2005. The Project followed a rather unique period in the development of the privately
negotiated commodity transactions markets. On the one hand, improvements in the legal environment
(the passage of the Commodity Futures Modernization Act, for instance, in the U.S. and numerous
directives of the European Parliament and Council dealing with individual commodities and market
regulation) generally stimulated market growth. On the other hand, the collapse of Enron and related
events caused a renewed focus on institutional risk management, including documentation risk
management, while at the same time precipitating the entry of new institutional competitors into the
energy markets. Many of these new competitors were already familiar with the ISDA documentation
architecture and process. The resultant period of market change contributed to the need to update and
strengthen the relevant ISDA definitions, both to accommodate present needs and to create a structure that
will readily accommodate future needs.

The Project began with a survey of ISDA members to determine appropriate issues to resolve.
The completed Project represents the result of an 18-month process of responding to those issues and
other issues raised as the Project matured.

B. INTRODUCTION TO THE 2005 ISDA COMMODITY DEFINITIONS

The 2005 ISDA Commodity Definitions (the "Commodity Definitions"), which include the
Exhibits to the 2005 ISDA Commodity Definitions (the "Exhibits") and the Annex thereto (the "Annex"),
are intended for use with the 2002 ISDA Master Agreement or the ISDA Master Agreement (the "1992
ISDA Master Agreement") (each an "ISDA Master Agreement") published by the International Swaps
and Derivatives Association, Inc. ("ISDA") in 2003 and 1992, respectively, or other agreements, and
designed to be incorporated into Confirmations of individual transactions governed by those agreements.
Copies of the ISDA Master Agreements are available from the executive offices of ISDA and also from
the ISDA web-site (www.isda.org). A sample form of letter agreement constituting a Confirmation for
privately negotiated commodity transactions is included in the Exhibits to the Commodity Definitions.
Sample forms of specific provisions for inclusion in Confirmations to document certain types of
commodity transactions are also included in the Exhibits to the Commodity Definitions. Additional
Confirmation materials related to still other types of transactions may be found in the Annex.

The 1993 ISDA Commodity Derivatives Definitions (the "1993 Definitions"), as supplemented
by the 2000 Supplement to the 1993 Definitions (the "2000 Supplement"), served as the basis for many of
the definitions and provisions contained in the Commodity Definitions. In fulfillment of the intent of the
2000 Supplement, much of Article 7 of the 2000 Supplement has been merged into the Annex. All
material from the 1993 Definitions and the 2000 Supplement has been reviewed and updated in light of
the continuing evolution of ISDA terminology, including as seen in the 2000 ISDA Definitions (which
include the Annex thereto), as amended and/or supplemented from time to time (the "2000 ISDA
Definitions") and the 2002 ISDA Master Agreement. This review process, as well as the development of
additional definitions and provisions, was carried out by working groups sponsored by ISDA. These
working groups acted on the basis of market practice and studied consideration of the relevant issues.
These working groups included representatives from ISDA member institutions as well as representatives
from institutions that are not ISDA members, but that specialize in certain types of commodity

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transactions. The material in each of the Sub-Annexes was developed by a dedicated working group prior
to or contemporaneously with the preparation of the Commodity Definitions. Each of the Sub-Annexes
form has been integrated into the Annex to the Commodity Definitions with a view to preserving the
unique mechanisms that each contains. In particular, the 1997 ISDA Bullion Definitions have been
consolidated into the Commodity Definitions through use of generic material (for example, the
fundamental fixed rate and floating rate calculational provisions) and particularized definitions in Sub-
Annex A and, in bulk, Sub-Annex B.

The purpose of the Commodity Definitions is to provide commodity market participants with one
basic framework for the documentation of cash-settled commodity swaps, basis swaps, options, caps,
collars, floors, swaptions and commodity index transactions or such other cash-settled commodity
transactions as the parties desire, as well as certain physically-settled commodity transactions. The
Annex contains an expanded and revised body of Commodity Reference Prices as well as additional
definitions, versions of optional parts to the schedule to an ISDA Master Agreement (a "Schedule") and
relevant forms of Confirmation applicable specifically to Bullion Transactions, Weather Index Derivative
Transactions, Gas Transactions, Power Transactions, Freight Transactions and EU Emissions Allowance
Transactions. These supplemental definitions and provisions are organized by product category within
Sub-Annexes (each a "Sub-Annex" and collectively, the "Sub-Annexes") to the Annex that forms a part
of and supplements the Commodity Definitions.

It is important to note that, unless otherwise agreed, parties adopting the Commodity Definitions
will be deemed to have incorporated Sub-Annex A (Commodity Reference Prices for agricultural
products, energy, freight, metals, paper and composite commodity indices together with the Commodity
Reference Price Framework) and Sub-Annex B (Bullion provisions) to the Annex as amended and
supplemented through the date on which the parties enter into the relevant transaction. Parties should
consider this feature with care as they develop their documentation. As for the remaining Sub-Annexes,
they may each be incorporated by express agreement of the parties in any agreement, in the Schedule of
an ISDA Master Agreement, in a Confirmation or otherwise.

Other than within certain Sub-Annexes, the Commodity Definitions do not contain generic
settlement or other provisions designed to permit the documentation of transactions that settle by physical
delivery of the underlying commodity. Accordingly, parties should carefully consider any necessary
modifications and consult with their legal advisors before using the Commodity Definitions when
documenting such a transaction.

Inevitably, in certain areas market practice has not been uniform or has otherwise not provided
definitive guidance. Each working group member has, where appropriate, sought the views of his or her
own trading, operational, legal, compliance and other relevant personnel. None of this research, however,
obviates the need for each user of the Commodity Definitions to review the provisions of the Commodity
Definitions carefully and to form its own independent judgment on whether the Commodity Definitions
are appropriate for documenting any particular transaction.

The separation of the Commodity Definitions into a principal section, the Exhibits and the Annex
composed of separable Sub-Annexes is intended to facilitate publication of additional and revised
material. The Commodity Definitions may be updated periodically to include additional definitions and
provisions, such as new or revised Commodity Reference Prices or new commodity transactions. While
the definitions and provisions contained in the Commodity Definitions may be modified in any update, it