|
|
Enron Mail |
"Oil" means crude off, condensate and other liquid hydrocarbons meeting the
quality standards and specifications set forth in Article VI hereof. also, do we even need this definition? ***************************************** I don't think so--John was going to do a search. "Payment Date" means, for or with respect to any Month, the last LIBOR Business Day of the next following Month. For example, February 28, 2001 is the Payment Date for the Month of January 2001. i think this reads better if we say: "Payment Date" means, for or with respect to any Month, the last LIBOR Business Day of the Month following the production Month. For example, February 28, 2001 is the Payment Date for the production Month of January 2001. ***************************************** Read Section 8.1 where the term is used for payment--it works as is. Section 3.3. Enforcement of Production Payment Documents. Seller shall take all actions as may be appropriate to abide by the provisions of the Production Payment Documents and enforce the provisions of the Production Payment Documents against the Producer. Seller shall not amend any Production Payment Document in any material respect without the consent of Buyer. once again, i think this should state, that consent is only needed when amending something that will change any of the items tied to the Confirm - term, price, volume... we should be able to change capex, or even the oil vols... w/o consent. ***************************************** As long as we are GP of Brazos or the Servicer, this is OK--we can advise them informally--"prior written" has been deleted and ENA will not care except as to the irrelevant revisions--but if we're removed as GP or Servicer, this will be better protection for ENA. Section 4.2. Scheduling. Not less than fifteen (15) Days prior to the first Day of each Month during the Term of a Transaction, Seller will notify Buyer of the daily quantities of Gas that Seller expects to be available for delivery to Buyer hereunder at each Delivery Point during such Month. No later than twenty-four (24) hours prior to Buyer's Transporter's nomination deadline for such Month, Buyer agrees to schedule for delivery at each Delivery Point commencing on the first Day of such Month the quantities of Gas which Seller expects to deliver in kind to Buyer at each Delivery Point during such Month pursuant to this Agreement. Although Buyer recognizes that the quantity at each Delivery Point may fluctuate in accordance with the provisions of the Production Payment Documents, Seller agrees to provide Buyer immediately upon receipt by Seller a copy of any notice or agreement to change any rate of production or Delivery Point under the terms of the applicable Production Payment Documents. make this 3 Business Days ***************************************** OK Section 7.1. Price. Buyer shall pay Seller for all Gas delivered hereunder each Month in compliance with Sections 4.1, 6.1 and 6.4 by making the calculations described below for each Transaction (after disregarding any Measurement and Allocation Inaccuracies), adding together for all Transactions all amounts deemed owed by Buyer to Seller and by Seller to Buyer during such Month, and paying to Seller the resulting net amount deemed owed by Buyer to Seller on the Payment Date for such Month as provided in Section 8.1 (provided that if such resulting net amount is owed by Seller to Buyer then Seller shall pay the same to Buyer): i need to think about this, but i think in reality, ENA will pay to Brazos each confirm/deal separately. but i think this is such a small, moot point that i won't pursue. ***************************************** OK. Section 7.1. Price. under b: refers to Index Price - the confirm/transaction agrmt calls this the Spot Price. this needs to jive. ***************************************** We're changing all references to Index Price to Spot Price. section 14.1, make me the Notices person. fax #646.3640 & joan.quick@enron.com i'm not sure who you want to put for ENA - bob bowen's group? if so, fax # is 646.4816. ***************************************** I think we're putting both you and Shirley in Notices. Dan Hyvl should know who they want for notice. we need a transaction agreement for crescendo. ************************* Yes, do we have one for St. Mary's? Who prepared it? Will they prepare the Crescendo transaction agreement? We need to make sure they work with this Master. ***************************************** re the transaction agreement for st mary's [which is attached]. we need to specify somewhere in that agrmt that that is the st. mary's deal... per the confirm definition [see below]. so that one can figure out which confirm goes with which deal. ************************* It's not attached, but yes, you're right--that would be very helpful. "Confirmation" means, with respect to a Transaction, a confirmation letter or statement between Buyer and Seller, setting forth for such Transaction the applicable Effective Date, Contract Price, Index Price, Delivery Points, and Scheduled Amounts and a reference to the related Conveyance ***************************************** also re the transaction agreement for st mary's, do we want the MaxDQ to state that? what happens if 100% of the gas is down on day 5, and they want to make it all up on day 6. i don't think we s/b limited to 25%. ALSO, the agrmt refers to the enfolio agmt, which needs to be changed. ************************ We don't have a MaxDQ any longer. The transaction agreement probably needs to be redone. I don't remember seeing it, but I may have. Please forward it. Thanks much. Teresa Teresa G. Bushman Enron North America Corp. 1400 Smith Street, EB 3835A Houston, TX 77002 (713) 853-7895 fax (713) 646-3393 teresa.g.bushman@enron.com Joan Quick 12/24/00 05:49 PM To: Teresa G Bushman/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT cc: Jesus Melendrez/Corp/Enron@Enron, Brian Otis/NA/Enron@Enron, Eric Wardle/HOU/ECT@ECT Subject: Master Natural Gas Purchase and Sale Agreement "Oil" means crude off, condensate and other liquid hydrocarbons meeting the quality standards and specifications set forth in Article VI hereof. also, do we even need this definition? ***************************************** "Payment Date" means, for or with respect to any Month, the last LIBOR Business Day of the next following Month. For example, February 28, 2001 is the Payment Date for the Month of January 2001. i think this reads better if we say: "Payment Date" means, for or with respect to any Month, the last LIBOR Business Day of the Month following the production Month. For example, February 28, 2001 is the Payment Date for the production Month of January 2001. ***************************************** Section 3.3. Enforcement of Production Payment Documents. Seller shall take all actions as may be appropriate to abide by the provisions of the Production Payment Documents and enforce the provisions of the Production Payment Documents against the Producer. Seller shall not amend any Production Payment Document in any material respect without the consent of Buyer. once again, i think this should state, that consent is only needed when amending something that will change any of the items tied to the Confirm - term, price, volume... we should be able to change capex, or even the oil vols... w/o consent. ***************************************** Section 4.2. Scheduling. Not less than fifteen (15) Days prior to the first Day of each Month during the Term of a Transaction, Seller will notify Buyer of the daily quantities of Gas that Seller expects to be available for delivery to Buyer hereunder at each Delivery Point during such Month. No later than twenty-four (24) hours prior to Buyer's Transporter's nomination deadline for such Month, Buyer agrees to schedule for delivery at each Delivery Point commencing on the first Day of such Month the quantities of Gas which Seller expects to deliver in kind to Buyer at each Delivery Point during such Month pursuant to this Agreement. Although Buyer recognizes that the quantity at each Delivery Point may fluctuate in accordance with the provisions of the Production Payment Documents, Seller agrees to provide Buyer immediately upon receipt by Seller a copy of any notice or agreement to change any rate of production or Delivery Point under the terms of the applicable Production Payment Documents. make this 3 Business Days ***************************************** Section 7.1. Price. Buyer shall pay Seller for all Gas delivered hereunder each Month in compliance with Sections 4.1, 6.1 and 6.4 by making the calculations described below for each Transaction (after disregarding any Measurement and Allocation Inaccuracies), adding together for all Transactions all amounts deemed owed by Buyer to Seller and by Seller to Buyer during such Month, and paying to Seller the resulting net amount deemed owed by Buyer to Seller on the Payment Date for such Month as provided in Section 8.1 (provided that if such resulting net amount is owed by Seller to Buyer then Seller shall pay the same to Buyer): i need to think about this, but i think in reality, ENA will pay to Brazos each confirm/deal separately. but i think this is such a small, moot point that i won't pursue. ***************************************** Section 7.1. Price. under b: refers to Index Price - the confirm/transaction agrmt calls this the Spot Price. this needs to jive. ***************************************** section 14.1, make me the Notices person. fax #646.3640 & joan.quick@enron.com i'm not sure who you want to put for ENA - bob bowen's group? if so, fax # is 646.4816. ***************************************** we need a transaction agreement for crescendo. ***************************************** re the transaction agreement for st mary's [which is attached]. we need to specify somewhere in that agrmt that that is the st. mary's deal... per the confirm definition [see below]. so that one can figure out which confirm goes with which deal. "Confirmation" means, with respect to a Transaction, a confirmation letter or statement between Buyer and Seller, setting forth for such Transaction the applicable Effective Date, Contract Price, Index Price, Delivery Points, and Scheduled Amounts and a reference to the related Conveyance ***************************************** also re the transaction agreement for st mary's, do we want the MaxDQ to state that? what happens if 100% of the gas is down on day 5, and they want to make it all up on day 6. i don't think we s/b limited to 25%. ALSO, the agrmt refers to the enfolio agmt, which needs to be changed. ***************************************** ---------------------- Forwarded by Joan Quick/HOU/ECT on 12/24/2000 05:00 PM --------------------------- Teresa G Bushman 12/21/2000 04:22 PM To: Jesus Melendrez/Corp/Enron@Enron, Joan Quick/HOU/ECT@ECT, Brian Otis/NA/Enron@Enron, Eric Wardle/HOU/ECT@ECT cc: Subject: Master Natural Gas Purchase and Sale Agreement Teresa G. Bushman Enron North America Corp. 1400 Smith Street, EB 3835A Houston, TX 77002 (713) 853-7895 fax (713) 646-3393 teresa.g.bushman@enron.com ----- Forwarded by Teresa G Bushman/HOU/ECT on 12/21/2000 04:26 PM ----- rainj@tklaw.com 12/21/2000 03:04 PM To: rmiles@bracepatt.com, cozdogan@bracepatt.com, james.r.allred@bankofamerica.com, tracey.s.barclay@bankofamerica.com, richard.stein@bankofamerica.com, patricia.dundee@rbos.com, nora.dobin@enron.com, tim.proffitt@enron.com, shearerr@tklaw.com, hardiet@tklaw.com, Chris.Herron@enron.com, Stanley.Farmer@enron.com, Teresa.G.Bushman@enron.com, mary.cook@enron.com, dan.j.hyvl@enron.com cc: Subject: Master Natural Gas Purchase and Sale Agreement Attached are clean and marked versions of our proposed natural gas purchase and sale agreement. This has not been fully reviewed by Enron and remains subject to change in all respects. The marked attachment shows changes from the crude oil agreement sent earlier today. (See attached file: Gas Ver 2 marked from Oil Ver 6.doc) (See attached file: Gas Ver 2 marked from Oil Ver 6.wpd) (See attached file: Natural Gas Purchase and Sale Agreement Ver 2 clean.doc) (See attached file: Natural Gas Purchase and Sale Agreement Ver 2 clean.wpd) 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 This email and any attachments to it may contain legally privileged information or confidential information, which are not intended to be disclosed. If you are not the intended recipient of this email, please do not read or print any attachments or forward or copy this email or any attachments. Instead, please permanently delete this email and any attachments and notify the sender of his mistake. Thank you very much. - Gas Ver 2 marked from Oil Ver 6.doc - Gas Ver 2 marked from Oil Ver 6.wpd - Natural Gas Purchase and Sale Agreement Ver 2 clean.doc - Natural Gas Purchase and Sale Agreement Ver 2 clean.wpd
|