This Agreement is made and entered into as of the 1st day of January, 1994, between Enron Corp, a Delaware corporation
("Enron"), and Enron Oil & Gas Company, a Delaware corporation ("EOG").
For and in consideration of the mutual promises and conditions contained herein, the parties hereto agree as follows:
1. In order to assist the continued and orderly conduct of certain corporate functions currently performed by Enron for the
benefit of EOG, Enron agrees to provide and EOG agrees to purchase, subject to the terms and conditions set forth herein,
certain corporate staff and support services (collectively, the "Services").
2. This Agreement shall become effective and Enron shall make the Services available to EOG pursuant to the terms of this
Agreement commencing on January 1, 1994, and shall continue thereafter for a period of 5 years (unless otherwise specified
herein) and from year to year thereafter unless terminated upon written notice by either party 60 days prior to the anniversary
date of this Agreement.
3. The parties understand and agree that the Services shall be substantially identical in nature and quality to the Services
provided to EOG by Enron during the 12-month period prior to the effective date of this Agreement. In the event of a dispute
over the nature and quality of the Services, or the calculation of Direct Charges, Operating Charges, Outsourced
Charges or Allocated Charges (as defined in Paragraph 4.(i), 4.(ii),
4.(iii) and 4.(iv) hereof, respectively) relating to Services provided to EOG hereunder, the prior practice of Enron with respect to
the Services previously provided to EOG or the calculation of Direct Charges, Operating Charges, Outsourced Charges and
Allocated Charges relating to such Services, as determined from the books and records of Enron and EOG, shall be conclusive as
to the nature and quality of the Services and the calculation of Direct Charges, Operating Charges, Outsourced Charges and
Allocated Charges relating to such Services, as th