Sandra,

In response to your comments:

Section 11.1    We  cannot agree to the use of GISB's force majeure language.
Section 13.9  We will agree to suggested changes.

Finally,  warranty language would also need to be included in the GISB.

Please let me know how you would like to proceed.


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




	"Wehner, Sandra (SL)" <swehner@dow.com>
	02/14/2001 01:49 PM
		 
		 To: "'Debra.Perlingiere@enron.com'" <Debra.Perlingiere@enron.com>
		 cc: 
		 Subject: FW: GISB




We have reviewed your special provisions and request the following:

Section 11.1 We feel the GISB language is adequate; please delete HPL's
Section 11.1 special provision.

Section 13.9 In the fourth line change "designate an arbitrator, who need
not be neutral" to "designate a neutral arbitrator".

If you are agreeable to Dow's requested changes, please send either by
e-mail or mail originals for signature.  If you have any questions, please
give me a call.

Thanks.

Sandra Wehner
Contract Administrator
713-978-3667 (phone)
713-978-3690 (fax)
e-mail: swehner@dow.com


-----Original Message-----
From: Debra.Perlingiere@enron.com [mailto:Debra.Perlingiere@enron.com]
Sent: Wednesday, February 07, 2001 1:01 PM
To: swehner@dow.com
Subject: GISB



Further to our conversation, please see the attached Special Provisions and
Warranty for the HPL GISB.

(See attached file: ENA  Special Provisions revised GISB.doc)

Section 8.5 is added as a new section under Section 8 -Title, Warranty and
Indemnity, as follows:

   "8.5   (i)   Intrastate Warranted Gas.  If the Delivery Point(s) for the
   Transaction  are  intrastate interconnections, (a) Seller represents and
   warrants  to Buyer that all Gas will have been produced within the State
   of  Texas  and  will  not  have been commingled by Seller with other Gas
   prior  to  the  Delivery  Point(s)  which  is  or may be sold, consumed,
   transported  or otherwise utilized in interstate commerce in such manner
   which  would  subject Buyer's Transporter's pipeline to the jurisdiction
   of  the  Federal  Energy Regulatory Commission or an successor authority
   under  the Natural Gas Act of 1938 and (b) Buyer represents and warrants
   to  Seller  that  none of the Gas will be sold, consumed, transported or
   otherwise  utilized  outside  the State of Texas or delivered to another
   party  which will subsequently sell, consume, transport or otherwise use
   the  Gas  outside  the  State  of  Texas  where such event would subject
   Buyer's  Transporter's  pipeline,  Seller's  pipeline, or any portion of
   such  pipelines  to  the  jurisdiction  of the Federal Energy Regulatory
   Commission or any successor authority under the Natural Gas Act of 1938.

Upon your review, please give me a call to further discuss same.

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


 - ENA  Special Provisions revised GISB.doc