Gerald,

Has the Reciprocal Keep Whole and GTC been updated with the changes that are reflected below? Once these changes have been made and approved, can you send the new form to myself and Lisa Hesse/Ellen Wallumrod so that we can get the October confirmation and GTC to Mariner, Spinnaker, Forest, Cohort, and Qwest ?

Thanks,
Judy

-----Original Message-----
From: Banks, Rod [mailto:RBANKS@mariner-energy.com]
Sent: Monday, October 15, 2001 9:53 AM
To: Thorne, Judy
Subject: RE: Gas Purchase and Sales Contract


I have reviewed the Keep Whole language that was given to me at our meeting
and find the following:
1.	Refer to para. (ii), next to the last sentence. The word "fail"
needs to be plural.  
2.	Please refer to the second para., 4th sentence. Seller and buyer
need to be reversed. Buyer shall pay Seller.
General Terms And Conditions
1.	Section 1, Transactions - 16th sentence, "...within ten days of
Seller's receipt...", not Buyers receipt.
2.	I understand we will eliminate the use of too many terms used to
describe the quantity. I feel the use of Baseload is sufficient.
I would like to see formal agreements (ie: Confirmation and GT&C)
incorporating the items we have discussed, including 1.) the deduction of
actual costs language 2.) Seller is responsible for all cost(s) upstream of
the delivery point and Buyer is responsible for all cost(s) downstream of
delivery point(s). Sellers right, at it's sole option, to cancel agreement
resulting from buyer's inability to move gas which is caused by Buyer's
transport. (IT or FT).
Thanks for your attention and please contact me should I be of assistance.

          
      

		-----Original Message-----
		From:	Thorne, Judy [mailto:Judy.Thorne@ENRON.com]
		Sent:	Friday, October 12, 2001 9:07 AM
		To:	Banks, Rod
		Subject:	RE: Gas Purchase and Sales Contract

		 << File: KeepWhole1.doc >> << File: TemplateGTC(Wellhead
with Keep Whole).DOC >> Rod,

		I am not sure that the email that I sent to you the other
day went
		through. I had a returned undelivered message, so I am
resending the
		documents with the changes that we discussed on Wednesday.

		Please let me know if you have any questions.

		Judy Thorne
		ENA Upstream Company LLC
		713-853-4758



		-----Original Message-----
		From: Banks, Rod [mailto:RBANKS@mariner-energy.com]
		Sent: Thursday, October 11, 2001 10:05 AM
		To: Thorne, Judy
		Subject: Gas Purchase and Sales Contract


		Thank you for your time yesterday. Please find Mariner's
legal input and
		my
		review of the Keep Whole language you provided me.

		Mariner Legal Comments and suggestions:

		1.	Incorporate in each confirmation, as the second
sentence of the
		last
		paragraph in the confirmation: "However, Section 2 of the
GTC shall not
		apply".

		Keep Whole Language comments:

		1.	At, ii, second to last sentence, the word fail
should be plural.
		2.	The first paragraph after (ii), fourth sentence, the
words
		"Seller
		shall pay to Buyer" needs to say "buyer shall pay to
Seller".
		3.	MMBTU needs to reflect a daily quantity unless ENA
intends it to
		be
		a monthly qty. Lets clarify what the official "Baseload
Quantity" will
		be.
		Lets discuss. Will this quantity change before the first of
each month? 

		Thanks for your attention.               


	
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