Below is the revised version of the Crude Oil Agreement, with changes from
the one you probably saw this morning.  Alan Aronowitz thought (and I
concur) that since we don't really have liquidated damages we should take
that language out of the last section.

I'll send the proposed Gas Agreement, marked from the Oil one, shortly.

----- Forwarded by John W. Rain/TKPC on 12/21/2000 02:59 PM -----

                    John W. Rain
                                         To:     Alan.Aronowitz@enron.com,
                    12/21/2000           Teresa.G.Bushman@enron.com, 
nora.dobin@enron.com,
                    12:32 PM             tim.proffitt@enron.com, Robert C. 
Shearer/TKPC@TKPC,
                                         Alan5529@email.msn.com, 
Nony.Flores@enron.com,
                                         Joan.Quick@enron.com
                                         cc:
                                         Subject:     Crude Oil Agreement




Attached is a revised document showing changes received from Teresa Bushman
and Joan Quick, as well as a special termination agreement agreed to with
the Banks in a conference call yesterday.  At Nora's instruction I am
sending a clean version of this document to the Banks and their counsel.

(See attached file: Oil Master Agreement Ver 6 from 5.doc)

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
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 - Oil Master Agreement Ver 6 from 5.doc