looks fine to me, go ahead

"Perlingiere, Debra" wrote:

>
>  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.
>
>   <<Kaztex Energy Amend.doc>>
>
> 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
>
> **********************************************************************
> This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you.
> **********************************************************************
>
>   ------------------------------------------------------------------------
>                                  Name: Kaztex Energy Amend.doc
>    Kaztex Energy Amend.doc       Type: WINWORD File (application/msword)
>                              Encoding: base64
>                           Description: Kaztex Energy Amend.doc