Re:

looks fine to me, go ahead

"Perlingiere, Debra" wrote:

<
< Further to our conversation, below is language inadvertently excluded
< from the Master Agreement. Specifically concerning Section 4.1 (page 2)
< and the 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 after ....."contract for each such Transaction and .....(ii)
<
< (ii) ascertaining the associated costs and attorneys' fees. To
< ascertain the market prices of a replacement contract the Notifying
< Party may consider, among other valuations, any or all of the settlement
< prices of NYMEX Gas futures contracts, quotations from leading dealers
< in Gas swap contracts and other bona fide third party offers, all
< adjusted for the length of the remaining term and the basis
< differential. All terminated Transactions shall be netted against each
< other. The Notifying Party shall give the Affected Party (defined in
< Section 4.2) written notice of the amount of the Termination Payment,
< inclusive of a statement showing its determination. If a Termination
< Payment is owed to the Notifying Party, the Affected Party shall pay the
< Termination Payment to the Notifying Party within 10 Days of receipt 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 for payment of any amount due under this Article 4, each Party
< shall pay to the other Party all additional amounts payable by it
< pursuant to this Agreement, but all such amounts shall be netted and
< aggregated with any..... Termination Payment payable hereunder. If the
< Affected.........
<
<
< Concerning the "Material Adverse Change" the following is included:
<
< -, or customer ceases to be owned or otherwise controlled by its
< current ultimate parent, "owned or otherwise controlled by" meaning the
< direct or indirect 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.
<
< <<Kaztex Energy Amend.doc<<
<
< If you are in agreement with these changes we can execute the Master
< Agreement and proceed with the Amendment.
<
< Should you have questions concerning this matter or any part of the
< Agreement please do not hesitate to give me a call. I apologize for any
< confusion and thank you in advance for your cooperation.
<
< Regards,
< Debra Perlingiere
< Enron North America Legal
< 1400 Smith Street, EB 3885
< Houston, Texas 77002
< dperlin@enron
< 713-853-7658
< 713-646-3490 Fax
<
< **********************************************************************
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< **********************************************************************
<
< ------------------------------------------------------------------------
< Name: Kaztex Energy Amend.doc
< Kaztex Energy Amend.doc Type: WINWORD File (application/msword)
< Encoding: base64
< Description: Kaztex Energy Amend.doc