Message-ID: <16401135.1075852243729.JavaMail.evans@thyme> Date: Fri, 12 Oct 2001 13:55:12 -0700 (PDT) From: debra.perlingiere@enron.com To: jgermain@kaztex.com Subject: Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Perlingiere, Debra </O=ENRON/OU=NA/CN=RECIPIENTS/CN=DPERLIN> X-To: 'jgermain@kaztex.com' X-cc: X-bcc: Mims, Patrice L. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Pmims> X-Folder: \DPERLIN (Non-Privileged)\Sent Items X-Origin: PERLINGIERE-D X-FileName: DPERLIN (Non-Privileged).pst =20 Further to our conversation, below is language inadvertently excluded from= the Master Agreement. Specifically concerning Section 4.1 (page 2) and t= he 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 afte= r ....."contract for each such Transaction and .....(ii) =20 =20 (ii) ascertaining the associated costs and attorneys' fees. To ascertain = the market prices of a replacement contract the Notifying Party may conside= r, among other valuations, any or all of the settlement prices of NYMEX Gas= futures contracts, quotations from leading dealers in Gas swap contracts a= nd other bona fide third party offers, all adjusted for the length of the r= emaining term and the basis differential. All terminated Transactions shal= l be netted against each other. The Notifying Party shall give the Affecte= d Party (defined in Section 4.2) written notice of the amount of the Termin= ation Payment, inclusive of a statement showing its determination. If a Te= rmination Payment is owed to the Notifying Party, the Affected Party shall = pay the Termination Payment to the Notifying Party within 10 Days of receip= t 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 fo= r payment of any amount due under this Article 4, each Party shall pay to t= he other Party all additional amounts payable by it pursuant to this Agreem= ent, but all such amounts shall be netted and aggregated with any..... Term= ination Payment payable hereunder. If the Affected......... =20 Concerning the "Material Adverse Change" the following is included: -, or customer ceases to be owned or otherwise controlled by its current u= ltimate parent, "owned or otherwise controlled by" meaning the direct or in= direct 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. =20 If you are in agreement with these changes we can execute the Master Agreem= ent and proceed with the Amendment. Should you have questions concerning this matter or any part of the Agreeme= nt please do not hesitate to give me a call. I apologize for any confusion= and thank you in advance for your cooperation. =20 Regards, Debra Perlingiere Enron North America Legal 1400 Smith Street, EB 3885 Houston, Texas 77002 dperlin@enron 713-853-7658 713-646-3490 Fax