Re: Enron OTC trade with MAPLLC

Here is the long history. Marathon-Ashland's comments are at the end of this.

Thanks,
Jennifer

---------------------- Forwarded by Jennifer Shipos/HOU/ECT on 08/22/2000
01:44 PM ---------------------------
From: Harry M Collins on 08/17/2000 02:27 PM
To: Jennifer Shipos/HOU/ECT@ECT
cc:
Subject: Re: Enron OTC trade with MAPLLC

FYI

I have forwarded your message to Sara Shakleton for further handling , as her
group is the appropriate one for these matters.

Jennifer Shipos
08/17/2000 11:08 AM

To: Harry M Collins/HOU/ECT@ECT
cc:
Subject: Enron OTC trade with MAPLLC

Harry,

I had Souad fax you the GTC agreement that we sent to Marathon-Ashland.
Also, the following are the comments that they had about the agreement.

Please let me know what other steps I need to take in resolving this issue.

Thanks for your assistance.

Jennifer Shipos
X 3-5538

---------------------- Forwarded by Jennifer Shipos/HOU/ECT on 08/17/2000
11:04 AM ---------------------------

"Dale A Barwig" <dabarwig@mapllc.com< on 08/14/2000 12:58:27 PM
To: Jennifer.Shipos@enron.com
cc:
Subject: Enron OTC trade with MAPLLC

Jennifer below are MAP's legal department's comments on the Enron OTC
agreement from July 14..

1. On the address at the top of page 1 the address for MAP should be
correctly identified. I don't believe "Document Department" is correct.
CHANGE TO ATTENTION DALE BARWIG

2. Under the provision titled "Floating Amount Details", "Floating Price"
at line 3, change the word "entitled" to "titled".

3. Under Governing Law change "Texas" to "New York".

On the last page, information should be inserted for notices for MAP and
another provision for communications. Under "Communications" insert "Prior
to the close of business on the next business day following the trade date,
ENA will prepare and forward this contract electronically (faxed or attached
to an email in a mutually acceptable format) to MAP's trader with a copy to
the supervisor of Feedstock Acquisition and Derivative Accounting as listed
below under Contractual Invoices".

Then for "Contractual Invoices":

Marathon Ashland Petroleum LLC (MAP)
Name: Fred L. Bennett
Title: Supervisor, Feedstock Acquisition and Derivative Accounting
Address: Room 444-M, 539 South Main Street, Findlay, Ohio 45840
Tel No: (419) 421-4200
Fax No: (419) 421-5040
Email: FLBennett@MAPLLC.com"

4. Under Annex A General Terms and Conditions under the provision titled
"Market Disruption Event", line 3, change "ENA" to "both parties".
-----------------------------------------------------------------------

Here starts my comments on the contract language.

5. As we talked about I am confused that which crack sale has occurred. The
fixed price referencing the attachment should indicate USGC 74 Grade (Pipe)
Heating Oil. I am unclear where in the document we mention Low Sulfur.

Floating Price: The average of USGC platts oilgram midpoint for USGC Pipeline
No. 2 74 Grade OIl, multiplied by 42, less the First Nearby NYMEX WTI Crude
Oil futrures settlement prices

Where is the settlement paragraph? Something like:

If the Fixed Amount exceeds the Floating Amount for such calculation period,
the fixed price payor shall pay the floating price payor an amount equal to
such excess. If the floating amount exceeds the fixed amount for such
calculation period, the floating price payor shall pay the fixed price payor
an amount equal to such excess.

Thanks for you help.