Crude Oil Agreement

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

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- Oil Master Agreement Ver 6 from 5.doc