Comments from Coleman's Attorney

Dan-

This attachment reflects the initial comments by Coleman's Attorney back in
September. Due to the substantial revisions, we did not pursue utilizing any
of their changes, but instead asked them specify their primary points of
contention. Although it took four months, I believe the fax refers to our
request.

Let's discuss.

Thanks.

Dan
---------------------- Forwarded by Dan J Bump/DEN/ECT on 12/21/99 03:58 PM
---------------------------

Enron Capital & Trade Resources Corp.

From: "Jim Anderson" <janderson@cog-denver.com<
12/21/99 03:52 PM

To: Dan J Bump/DEN/ECT@Enron
cc:
Subject: FW: Enron

-----Original Message-----
From: Howard R. Hertzberg [mailto:HHertzberg@joneskeller.com]
Sent: Friday, September 17, 1999 3:10 PM
To: 'janderson@cog-denver.com'
Subject: Enron

Attached are the following documents:

(1) re-draft of Gas Purchase Agreement with comments in bold,

(2) re-draft of Gas Purchase Agreement without comments in bold
(i.e., the same as item (1), but without the bold),

(3) black-lined copy of the Gas Purchase Agreement showing the
revisions made to Enron's initial draft relative to the re-redraft
without comments in bold (i.e., Enron's initial draft as compared to
item (2)),

(4) re-draft of the Gathering Services Agreement, with comments
in bold,

(5) re-draft of Gathering Services Agreement without comments in
bold (i.e., the same as item (4), but without the bold), and

(6) black-lined copy of the Gathering Services Agreement showing
the revisions made to Enron's initial draft relative to the re-redraft
without comments in bold (i.e., Enron's initial draft as compared to
item (5)).

With respect to the Gathering Services Agreement noted in item
(4), it incorporates revisions made subsequent to the draft that I
e-mailed to you on September 13. For the most part the revisions are
too minor to be worthy of flagging to you. The more substantive
revisions are as follows: (A) Section 5.1 was revised to match Section
9.1 of the Gas Purchase Agreement, (B) in Exhibit A, the Fort Union
In-Service Date was revised to reflect the fact that it has already
occurred, (C) in Exhibit A, Section L.1(i)., the reference to third
party, and the related text, was deleted; and (D) in Exhibit A, Sections
M.2, N.9, and N.10 were added.

With further regard to the Gathering Services Agreement, please
let me know if you want to use the measurement provisions that I
e-mailed to you on September 13, or just use the provisions included in
Enron's draft of the Agreement.

As I mentioned to you, these agreements still require some work,
but they should at least advance the process and give you something to
discuss with Enron next week.

As I also mentioned to you, due to fairly extensive rearranging
of the provisions of the agreements, the black-lined versions may not be
easy to follow.

<<Gas Purchase-2.doc<< <<Gas Purchase-2clean<< <<GAS PURCHASE-CMP<<
<<Gas Gathering-3<< <<Gas Gathering-3clean<< <<GAS GATHERING-CMP<<

- Gas Purchase-2.doc
- Gas Purchase-2clean.dat
- GAS PURCHASE-CMP.dat
- Gas Gathering-3.dat
- Gas Gathering-3clean.dat
- GAS GATHERING-CMP.dat