Mike, these are our attorney's comments to the comments you provided me on 
the Release Letter.  Give me a call and we can discuss, or if you prefer, we 
can schedule a time to get the attorneys involved in the discussion.

Thanks,

Mark
----- Forwarded by Mark Whitt/NA/Enron on 04/27/2001 01:37 PM -----

	Gerald Nemec@ECT
	04/25/2001 09:58 AM
		 
		 To: Mark Whitt/NA/Enron@Enron
		 cc: 
		 Subject: Phillips Letter Revisions

Mark,  The following are my responses to Phillip's changes in our letter 
agreement:

1.  1st Sentence of Second Paragraph - Strike of reference to Section 3.3 and 
reference to Appendix 1 - ENA's right to decrease confirmed volumes and 
Phillips' rights to release the gas are clearly set out in Section 3.3.  The 
"Operations/Delivery Scheduling Procedures" only are the method by which this 
is effected.  This change needs to be removed.

2.  1st Sentence of Second Paragraph  - The remainder of the changes to the 
1st Sentence except for the strike of Seller's Daily Deliverability are OK.  
Seller's Daily Deliverability needs to remain as this is the correct 
terminology under the Purchase Agreement.  All we are doing here is effecting 
the provisions of the Purchase Agreement to which both parties have already 
agreed.

3.  The added sentence at the end of the second paragraph - This needs to be 
stricken.  The Medicine Bow System is not ENA's and we do not want to create 
a firm purchase deal with this letter. 

4.  1st Sentence of Third Paragraph - The add from "that quantity of Gas..... 
to.......... (the "Released Gas"" should be removed.  The term Released Gas 
is defined under the Purchase Agreement and doesn't need to be defined in 
this letter.   I am OK with ENA "hereby" agreeing to waive any and all rights 
it has to under Section 3.3 to recall the Gas.  However,  the term rights ENA 
"may" have needs to be stricken.  ENA's position is that we have the right to 
recall the gas as long as it hasn't been released longer than 120 days.     

If you wish to discuss these comments or would like me to discuss these with 
Phillips, I would be happy to do so.
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