----- Forwarded by Mark Whitt/NA/Enron on 02/16/2001 09:19 AM -----

	Mark Whitt
	Sent by: Mark Whitt
	02/16/2001 09:18 AM
		
		 To: "Day, Brian (Denver)" <BrianDay@aec.ca>
		 cc: 
		 Subject: RE: Opal Transaction Agreements

In regards to your Email,

1.  You are right on Questar, I will fix that.
2.  You are also correct on the "average".  The deal would be the last day 
settlement.  I fixed that also and I have attached the corrected Transaction 
Agreement.
3.  The deal is a firm deal with Force Majeure provisions.  It would be 
subject to the terms of our Master Firm Agreement.  We both need to review 
that and make sure both sides are comfortable with what it says.  If we have 
concerns let's address that ASAP!  If you need a copy let me know.
4.  Holding this deal open until you receive Board Approval is difficult.  
Obvously because of the size and nature of this transaction even the 
slightest move in the basis markets has a huge dollar impact. I understand 
that you need to get the approval, but it is very difficult, if not 
impossible for us to hold a Nymex related deal, of this size and term, open 
for that long of a time.  I think the best way to handle this is for you to 
get board approval for a target range for size and price and then we 
transact.

Look this and the attached transaction agreement over and let's discuss.

Thanks 
Mark  






	"Day, Brian (Denver)" <BrianDay@aec.ca>
	02/16/2001 08:29 AM
		 
		 To: "'Mark.Whitt@enron.com'" <Mark.Whitt@enron.com>
		 cc: 
		 Subject: RE: Opal Transaction Agreements

A few things:

1.  Questar Pipeline is not at the tailgate of Opal.
2.  With respect to the price, do you mean the price will be set based on
the last day settlement of each individual month on the contract, or the
average of all the settlements.  We would prefer to price it monthly based
on the last day settlement, I think that's what you mean, I just wanted to
verify.  If that's not what you meant, let me know.
3.  I just want to make sure that this is a firm purchase that could be
curtailed only due to force majeure.

I will hopefully be able to get back to you today on the deal, we are
checking credit to make sure we don't have a problem doing this much gas
with you guys, I don't think we'll have a problem but I'll let you know.  

Because of the size and term of this deal, we have to get board approval,
and that is happening next Wednesday.  Would you be able to do the deal
today subject to board approval?  I don't foresee any problems with the
board, but we do need them to sign off on it.  

Let me know what you think!

Brian


-----Original Message-----
From: Mark.Whitt@enron.com [mailto:Mark.Whitt@enron.com]
Sent: Thursday, February 15, 2001 4:18 PM
To: Day, Brian (Denver)
Subject: Opal Transaction Agreements


Brian this is a draft version of what the Transaction Agreements would
like.  Let me know if the form looks right to you.  Obviously we will
adjust to what the actual deal is.

Thanks

Mark

(See attached file: AEC opal index1TA.doc)(See attached file: AEC opal
Nymex1TA.doc)