International Swap Dealers Association, Inc.
dated as of November 1, 1993
ENRON OIL & GAS COMPANY and ENRON RISK MANAGEMENT SERVICES CORP. have entered and/or anticipate
entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged
between the parties confirming those Transactions.
Accordingly, the parties agree as follows:-
(a) DEFINITIONS. The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the
purpose of this Master Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of
this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation
and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would
not otherwise enter into any Transactions.
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other
provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in
the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for
payments in the required currency. Where settlement is by delivery (that is, other than by
payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless