Further to our conversation, below is language inadvertently excluded from the Master Agreement.  Specifically concerning Section 4.1 (page 2) and  the Material Adverse Change found in the Appendix.

 Turning to page 2 of the Agreement, Article 4 Defaults and Remedies should include the following language beginning in the middle of the section after ....."contract for each such Transaction and .....(ii)  
   
 (ii) ascertaining the associated costs and attorneys' fees.  To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential.  All terminated Transactions shall be netted against each other.  The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination.  If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice.  If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice.  At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any..... Termination Payment payable hereunder.  If the Affected.........

 
Concerning the "Material Adverse Change" the following is included:

 -, or customer ceases to be owned or otherwise controlled by its current ultimate parent, "owned or otherwise controlled by" meaning the direct or indirect ownership of at least 51% of the outstanding capital stock or other equity interests of Customers having ordinary voting power."

As more fully stated in the Amendment attached below.

  


If you are in agreement with these changes we can execute the Master Agreement and proceed with the Amendment.

Should you have questions concerning this matter or any part of the Agreement please do not hesitate to give me a call.  I apologize for any confusion and thank you in advance for your cooperation.  


Regards,
Debra Perlingiere
Enron North America Legal
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron
713-853-7658
713-646-3490 Fax