"Oil" means crude off, condensate and other liquid hydrocarbons meeting the 
quality standards and specifications set forth in Article VI hereof.  also, 
do we even need this definition?
*****************************************
I don't think so--John was going to do a search.



"Payment Date" means, for or with respect to any Month, the last LIBOR 
Business Day of the next following Month.  For example, February 28, 2001 is 
the Payment Date for the Month of January 2001.  i think this reads better if 
we say:
"Payment Date" means, for or with respect to any Month, the last LIBOR 
Business Day of the Month following the production Month.  For example, 
February 28, 2001 is the Payment Date for the production Month of January 
2001.  
*****************************************
 Read Section 8.1 where the term is used for payment--it works as is.




 
Section 3.3. Enforcement of Production Payment Documents.  Seller shall take 
all actions as may be appropriate to abide by the provisions of the 
Production Payment Documents and enforce the provisions of the Production 
Payment Documents against the Producer.  Seller shall not amend any 
Production Payment Document in any material respect without the consent of 
Buyer.

once again, i think this should state, that consent is only needed when 
amending something that will change any of the items tied to the Confirm - 
term, price, volume...  we should be able to change capex, or even the oil 
vols... w/o consent.
*****************************************
As long as we are GP of Brazos or the Servicer, this is OK--we can advise 
them informally--"prior written" has been deleted and ENA will not care 
except as to the irrelevant revisions--but if we're removed as GP or 
Servicer, this will be better protection for ENA.



Section 4.2. Scheduling.  Not less than fifteen (15) Days prior to the first 
Day of each Month during the Term of a Transaction, Seller will notify Buyer 
of the daily quantities of Gas that Seller expects to be available for 
delivery to Buyer hereunder at each Delivery Point during such Month. No 
later than twenty-four (24) hours prior to Buyer's Transporter's nomination 
deadline for such Month, Buyer agrees to schedule for delivery at each 
Delivery Point commencing on the first Day of such Month the quantities of 
Gas which Seller expects to deliver in kind to Buyer at each Delivery Point 
during such Month pursuant to this Agreement.  Although Buyer recognizes that 
the quantity at each Delivery Point may fluctuate in accordance with the 
provisions of the Production Payment Documents, Seller agrees to provide 
Buyer immediately upon receipt by Seller a copy of any notice or agreement to 
change any rate of production or Delivery Point under the terms of the 
applicable Production Payment Documents. make this 3 Business Days
*****************************************
OK



Section 7.1. Price.  Buyer shall pay Seller for all Gas delivered hereunder 
each Month in compliance with Sections 4.1, 6.1 and 6.4 by making the 
calculations described below for each Transaction (after disregarding any 
Measurement and Allocation Inaccuracies), adding together for all 
Transactions all amounts deemed owed by Buyer to Seller and by Seller to 
Buyer during such Month, and paying to Seller the resulting net amount deemed 
owed by Buyer to Seller on the Payment Date for such Month as provided in 
Section 8.1 (provided that if such resulting net amount is owed by Seller to 
Buyer then Seller shall pay the same to Buyer):
i need to think about this, but i think in reality, ENA will pay to Brazos 
each confirm/deal separately.  but i think this is such a small, moot point 
that i won't pursue.
*****************************************
OK.



Section 7.1. Price.  under b: refers to Index Price - the confirm/transaction 
agrmt calls this the Spot Price.  this needs to jive.  
*****************************************
We're changing all references to Index Price to Spot Price.




section 14.1, make me the Notices person.  fax #646.3640 & 
joan.quick@enron.com
i'm not sure who you want to put for ENA - bob bowen's group?  if so, fax # 
is 646.4816.
*****************************************
I think we're putting both you and Shirley in Notices.  Dan Hyvl should know 
who they want for notice.



we need a transaction agreement for crescendo.
*************************
Yes, do we have one for St. Mary's?  Who prepared it?  Will they prepare the 
Crescendo transaction agreement? We need to make sure they work with this 
Master.

 


*****************************************
re the transaction agreement for st mary's [which is attached].  we need to 
specify somewhere in that agrmt that that is the st. mary's deal... per the 
confirm definition [see below].  so that one can figure out which confirm 
goes with which deal.
*************************
It's not attached, but yes, you're right--that would be very helpful.


  

"Confirmation" means, with respect to a Transaction, a confirmation letter or 
statement between Buyer and Seller, setting forth for such Transaction the 
applicable Effective Date, Contract Price, Index Price, Delivery Points, and 
Scheduled Amounts and a reference to the related Conveyance

*****************************************
also re the transaction agreement for st mary's, do we want the MaxDQ to 
state that?  what happens if 100% of the gas is down on day 5, and they want 
to make it all up on day 6.  i don't think we s/b limited to 25%.  ALSO, the 
agrmt refers to the enfolio agmt, which needs to be changed.
************************
We don't have a MaxDQ any longer.  The transaction agreement probably needs 
to be redone.  I don't remember seeing it, but I may have.  Please forward it.




Thanks much.

Teresa





Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com





	Joan Quick
	12/24/00 05:49 PM
		 
		 To: Teresa G Bushman/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT
		 cc: Jesus Melendrez/Corp/Enron@Enron, Brian Otis/NA/Enron@Enron, Eric 
Wardle/HOU/ECT@ECT
		 Subject: Master Natural Gas Purchase and Sale Agreement


"Oil" means crude off, condensate and other liquid hydrocarbons meeting the 
quality standards and specifications set forth in Article VI hereof.  also, 
do we even need this definition?
*****************************************
"Payment Date" means, for or with respect to any Month, the last LIBOR 
Business Day of the next following Month.  For example, February 28, 2001 is 
the Payment Date for the Month of January 2001.  i think this reads better if 
we say:
"Payment Date" means, for or with respect to any Month, the last LIBOR 
Business Day of the Month following the production Month.  For example, 
February 28, 2001 is the Payment Date for the production Month of January 
2001.  
*****************************************
Section 3.3. Enforcement of Production Payment Documents.  Seller shall take 
all actions as may be appropriate to abide by the provisions of the 
Production Payment Documents and enforce the provisions of the Production 
Payment Documents against the Producer.  Seller shall not amend any 
Production Payment Document in any material respect without the consent of 
Buyer.

once again, i think this should state, that consent is only needed when 
amending something that will change any of the items tied to the Confirm - 
term, price, volume...  we should be able to change capex, or even the oil 
vols... w/o consent.
*****************************************
Section 4.2. Scheduling.  Not less than fifteen (15) Days prior to the first 
Day of each Month during the Term of a Transaction, Seller will notify Buyer 
of the daily quantities of Gas that Seller expects to be available for 
delivery to Buyer hereunder at each Delivery Point during such Month. No 
later than twenty-four (24) hours prior to Buyer's Transporter's nomination 
deadline for such Month, Buyer agrees to schedule for delivery at each 
Delivery Point commencing on the first Day of such Month the quantities of 
Gas which Seller expects to deliver in kind to Buyer at each Delivery Point 
during such Month pursuant to this Agreement.  Although Buyer recognizes that 
the quantity at each Delivery Point may fluctuate in accordance with the 
provisions of the Production Payment Documents, Seller agrees to provide 
Buyer immediately upon receipt by Seller a copy of any notice or agreement to 
change any rate of production or Delivery Point under the terms of the 
applicable Production Payment Documents. make this 3 Business Days
*****************************************
Section 7.1. Price.  Buyer shall pay Seller for all Gas delivered hereunder 
each Month in compliance with Sections 4.1, 6.1 and 6.4 by making the 
calculations described below for each Transaction (after disregarding any 
Measurement and Allocation Inaccuracies), adding together for all 
Transactions all amounts deemed owed by Buyer to Seller and by Seller to 
Buyer during such Month, and paying to Seller the resulting net amount deemed 
owed by Buyer to Seller on the Payment Date for such Month as provided in 
Section 8.1 (provided that if such resulting net amount is owed by Seller to 
Buyer then Seller shall pay the same to Buyer):
i need to think about this, but i think in reality, ENA will pay to Brazos 
each confirm/deal separately.  but i think this is such a small, moot point 
that i won't pursue.
*****************************************
Section 7.1. Price.  under b: refers to Index Price - the confirm/transaction 
agrmt calls this the Spot Price.  this needs to jive.  
*****************************************

section 14.1, make me the Notices person.  fax #646.3640 & 
joan.quick@enron.com
i'm not sure who you want to put for ENA - bob bowen's group?  if so, fax # 
is 646.4816.
*****************************************
we need a transaction agreement for crescendo.

*****************************************
re the transaction agreement for st mary's [which is attached].  we need to 
specify somewhere in that agrmt that that is the st. mary's deal... per the 
confirm definition [see below].  so that one can figure out which confirm 
goes with which deal.

"Confirmation" means, with respect to a Transaction, a confirmation letter or 
statement between Buyer and Seller, setting forth for such Transaction the 
applicable Effective Date, Contract Price, Index Price, Delivery Points, and 
Scheduled Amounts and a reference to the related Conveyance

*****************************************
also re the transaction agreement for st mary's, do we want the MaxDQ to 
state that?  what happens if 100% of the gas is down on day 5, and they want 
to make it all up on day 6.  i don't think we s/b limited to 25%.  ALSO, the 
agrmt refers to the enfolio agmt, which needs to be changed.

*****************************************





---------------------- Forwarded by Joan Quick/HOU/ECT on 12/24/2000 05:00 PM 
---------------------------


Teresa G Bushman
12/21/2000 04:22 PM
To: Jesus Melendrez/Corp/Enron@Enron, Joan Quick/HOU/ECT@ECT, Brian 
Otis/NA/Enron@Enron, Eric Wardle/HOU/ECT@ECT
cc:  
Subject: Master Natural Gas Purchase and Sale Agreement





Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com


----- Forwarded by Teresa G Bushman/HOU/ECT on 12/21/2000 04:26 PM -----

	rainj@tklaw.com
	12/21/2000 03:04 PM
		 
		 To: rmiles@bracepatt.com, cozdogan@bracepatt.com, 
james.r.allred@bankofamerica.com, tracey.s.barclay@bankofamerica.com, 
richard.stein@bankofamerica.com, patricia.dundee@rbos.com, 
nora.dobin@enron.com, tim.proffitt@enron.com, shearerr@tklaw.com, 
hardiet@tklaw.com, Chris.Herron@enron.com, Stanley.Farmer@enron.com, 
Teresa.G.Bushman@enron.com, mary.cook@enron.com, dan.j.hyvl@enron.com
		 cc: 
		 Subject: Master Natural Gas Purchase and Sale Agreement


Attached are clean and marked versions of our proposed natural gas purchase
and sale agreement.  This has not been fully reviewed by Enron and remains
subject to change in all respects.  The marked attachment shows changes
from the crude oil agreement sent earlier today.

(See attached file: Gas Ver 2 marked from Oil Ver 6.doc)
(See attached file: Gas Ver 2 marked from Oil Ver 6.wpd)

(See attached file: Natural Gas Purchase and Sale Agreement Ver 2
clean.doc)     (See attached file: Natural Gas Purchase and Sale Agreement
Ver 2 clean.wpd)

John W. Rain
Thompson & Knight L.L.P.
1700 Pacific Ave.
Dallas, Texas 75201
Phone: 214.969.1644 (Dallas)
Phone: 713.653.8887 (Houston)
Fax:       214.880.3150

This email and any attachments to it may contain legally privileged
information or confidential information, which are not intended to be
disclosed.  If you are not the intended recipient of this email, please do
not read or print any attachments or forward or copy this email or any
attachments.  Instead, please permanently delete this email and any
attachments and notify the sender of his mistake.  Thank you very much.

 - Gas Ver 2 marked from Oil Ver 6.doc
 - Gas Ver 2 marked from Oil Ver 6.wpd
 - Natural Gas Purchase and Sale Agreement Ver 2 clean.doc
 - Natural Gas Purchase and Sale Agreement Ver 2 clean.wpd