DRAFT--11/22/00

PROPOSED TERM SHEET

This is a proposal for discussion purposes only and is not a commitment.  This Proposed Term Sheet is intended as an outline and does not purport to summarize all the terms, conditions, representations, warranties, and other provisions to be mutually agreed upon and contained in definitive legal documentation for this transaction.  Any commitment with respect to the transaction contemplated hereunder is subject to the internal credit approval process of Bank of America, N.A.

Abbreviated Certificate Terms and Conditions

Issuer:	Phoenix Production Payment Trust (the "Trust"),  a Delaware business trust created for the purpose of owning a partnership interest in Phoenix Limited Partnership (the "Company").	
Assets:	Partnership interest in the Company.  The Company owns volumetric production payments.	
Trustee:	To be determined	
Arranger:	Banc of America Securities LLC	
Administrative Agent:	Bank of America, N.A.	
Certificates:	Class A	Senior/five year maturity
Class B	Junior/five years to redemption	
Amount:	Class A	$242.5 million
Class B	$7.5 million	
Term:	December 31, 2005	
Ratings:	Unrated	
Yield:	Class A	See Schedule I
Class B	See Schedule I	
Payment Priority:	1.	Trust and Servicer fees

2.	Swap payments

3.	Class A yield component

4.	Class A base amount component

5.	Repayment of Mandatory Hydrocarbon Advances and Mandatory Cost Advances

6.	Class B yield component

7.	Class B base amount component
	
Prepayments:	Permitted with payment of LIBOR breakage costs plus termination amounts under interest swaps and commodity swaps	
Other Defined Terms:	As used in the remainder of this Term Sheet, the following terms have the following meanings:

"ENA" means Enron North America Corp.

"ERAC" means Enron Reserve Acquisition Corp. 

"COPSA" means the Master Crude Oil Purchase and Sale Agreement between the Company and ERAC ("COPSA").

"NGPSA" means the Master Natural Gas Purchase and Sale Agreement between the Company and ENA.	

Phoenix Production Payment Trust
Summary Terms and Conditions

Certificate Issuer:	The Trust.	
Trustee:	Wilmington Trust Company	
Trust Assets:	1.	A partnership interest in the Company

2.	ISDA Master Swap Agreement(s) with ENA	
Swap Agreements:	The Trust and/or the Company shall enter into one or more ISDA Master Agreements, and related confirmations, providing for interest rate swaps and commodity swaps.  ENA (as financial advisor to the Trust and/or the Company) may advise the Trust and/or the Company to amend the swap agreements, provided such amendment will not have an adverse effect on the scheduled distributions from the Trust to the Certificate Holders.	
Trust Capital Structure:	The Trust shall enter into a Certificate Purchase Agreement  for the Class A Certificates with various lenders and a Certificate Purchase Agreement for the Class B Certificates with a smaller group of financial institutions.  The Trust shall from time to time issue (i) Class A Certificates in an amount no greater than 97% of the capital contribution made by the Trust as Partner to fund the purchase price of each production payment acquired by the Company and (ii) Class B Certificates to fund the remainder of the required capital contribution.  The amount of such capital contribution will be calculated to be the amount that (along with projected Class A and Class B yield) can be amortized, during the full projected term of such production payment, by the anticipated cash flows from the sales of projected hydrocarbon deliveries and by swap revenues and expenses.  The Certificate Purchase Agreements shall obligate the lenders that are parties thereto to purchase such certificates at par during a stated commitment period of two years after syndication.	
Class A Certificates:	Class A Certificates shall evidence Class A beneficial interests in the Trust.  Each Class A Certificate shall be pari passu in all respects with all other Class A Certificates of the Trust.  All Class A Certificates shall share ratably in Class A distributions  as long as projected distributions are being made and there is no rescheduling or partial prepayment under the Certificates.  All Class A Certificates shall be senior in certain respects to the Class B Certificates.	
Class B Certificates:	Class B Certificates shall evidence Class B beneficial interests in the Trust.  Each Class B Certificate shall be pari passu in all respects with all other Class B Certificates of the Trust.  All Class B Certificates shall share ratably in Class B distributions as long as projected distributions are being made and there is no rescheduling or partial prepayment under the Certificates.  All Class B Certificates shall be subordinated in certain respects to the Class A Certificates.	
Yield Component Payments:	Monthly on Class A and Class B Certificates	
Base Amount Component Payment:	
The base amount of the Class A Certificates is due and payable in full at maturity, and the holders of Class B Certificates will be entitled to cause liquidation of the Trust at such time.  However, the Certificates will be subject to monthly base amount prepayments in accordance with projected distributions.  In the event of a prepayment that is not projected, the prepayment will be applied to the certificates backed by the production payment to which the prepayment is attributable.	
Distribution of Trust Revenues:	
1.	Trust fees and expenses

2.	Amounts due under swap agreements

3.	Class A (yield component)

4.	Class A (base amount component)

5.	Repayment of Mandatory Hydrocarbon Advances and Mandatory Cost Advances

6.	Class B (yield component)

7.	Class B (base amount component)

Generally all cash shall be distributed each month by the Trustee.	
Suspension of Class B Base Amount Distribution:	
Base and yield amount distribution under the Class B Certificates shall be suspended in the event of occurrence of a Suspension Event.

Suspension Events include, among others:  Failure to make payment of scheduled yield amount with respect to Class A certificates or to make payment of the base amount of Class A certificates on or before the maturity dates; insolvency events with respect to the Company; or representations and warranties and certification from ENA proving to be incorrect when made, in any material respect.	
Additional Certificates:	If the Company purchases a New Company Asset, the Trust will issue additional Class A and Class B Certificates in order to fund its Percentage Share contribution to the purchase price of such New Company Asset.  All Class A Certificates will share ratably and be pari passu with each other.  All Class B Certificates will share ratably and be pari passu with each other. Assignments of Certificates may be made only to qualified institutional buyers who must, in the case of Class A Certificates, be acceptable to ENA.	
New Company Assets:	ENA, as financial advisor, shall prepare cash flow projections based on the scheduled hydrocarbon deliveries for the new production payment and the proposed swap transactions.  ENA shall certify that the cash flow projections demonstrate that such scheduled hydrocarbon deliveries and swaps will, during the full projected term of such production payment, generate cash sufficient to pay the yield and base component on the Class A Certificates and the assumed yield and base component on the Class B Certificates funding the purchase of  such production payment.	
Optional Early Redemption and Reissuance of the Certificates:	

Except as may be otherwise provided in connection with the issuance of any certificate of the same class, the Trust may redeem certificates at any time in whole or in part at a price equal to the outstanding base amount component plus the accrued and unpaid yield component of such certificates, LIBOR breakage costs and termination amounts under the applicable swap agreements.  Other than to fund the acquisition of New Company Assets, new certificates may be issued at any time that are pari passu with all other certificates of the same class provided that the proceeds of such new certificates are used to redeem other certificates of the same class.  In the event new certificates are issued on terms different than the certificates of the same class which were redeemed, appropriate adjustments will be made in the terms of the swap agreements.	
Prohibition on New Company Assets:	
During the continuance of a Suspension Event due to a payment shortfall, the Trustee on behalf of the Trust shall not consent to make additional capital contributions to fund the acquisition of New Company Assets until the payment shortfall is cured, unless either (i) the purchase of the New Company Assets cures the payment shortfall, or (ii) the holders of a majority of outstanding Class A Certificates by value approve the continued purchase of New Company Assets.	
Trust Tax Structure:	The Trust is structured so as to be taxable as a partnership for federal income tax purposes.	
Eligible Certificate Purchasers:	
Certificates can be sold as private placements in accordance with applicable Laws and Regulations.  If required by law, no more than 25% of the beneficial interest in the Trust may be purchased by pension funds or other entities subject to Title 10 of ERISA.	
Trust Amendments:	The Trust Agreement may be amended as to any material provision in any material respect if such amendment(s) are approved by holders of a majority of each class of Certificates.  However, certain amendments require 100% consent of the certificate holders of each class, including any change in the Eligibility Criteria and change in subordination rights.	
Pricing Schedule:	See attached Schedule I	
Governing Law:	Delaware	

Schedule I

Pricing

1.	Arrangement and upfront fees as agreed in a separate fee letter.

2.	Class A Certificates to yield one-month LIBOR plus the following and an unused fee as follows:

	*Level I	Level II	Level III	Level IV	Level V	
Basis for Pricing:	If the Enron Corp. Senior unsecured long term debt is rated A- or higher by Standard & Poor's or A3 or higher by Moody's.	If the Enron Corp. Senior unsecured long term debt is rated at least BBB+ by Standard & Poor's or Baa1 by Moody's.	If the Enron Corp. Senior unsecured long term debt is rated at least BBB by Standard & Poor's or Baa2 by Moody's.	If the Enron Corp. Senior unsecured long term debt is rated at least BBB- by Standard & Poor's or Baa3 by Moody's.	If the Enron Corp. Senior unsecured long term debt is rated less than BBB- by Standard & Poor's or Baa3 by Moody's.	
**LIBO Rate Applicable Margin						
Unused Fee						

*	The relevant Rating Level is determined by the higher of S&P or Moody's rating.  However, if one rating is two or more levels below the higher such rating, the Rating Level that is one level below the Rating Level otherwise applicable shall apply. For example, if S&P rates the Borrower's senior unsecured long-term debt A- and Moody's rates such debt Baa2, then Rating Level II would apply.

**	For purposes of determining Applicable Margin for LIBOR Advances, the Rating Level shall be determined as of the first day of the Interest Period.

3.	The Class B Certificates will have a variable yield, since the Company will hedge only 97% of its oil and gas production and since the Trust will hedge only the floating rate attributable to the Class A Certificates' yield.  However, for calculation purposes the Class B Certificates will be assumed  to yield one-month LIBOR plus the spread for Class A Certificates plus 1.00% and an unused fee equal to the unused fee for the Class A Certificates.

4. 	Unused fee to be charged during the commitment period on the unused amount of each commitment under the applicable Purchase Agreement.  The Trust may, at the direction of ENA, at any time reduce the amount of each commitment that has not then been used.

Phoenix Limited Partnership
Summary Terms and Conditions

Company:	Phoenix Limited Partnership, a Texas limited partnership.	
Managing Partner:	ENA (or another subsidiary of Enron Corp.)	
Limited Partner:	The Trust.	
Managing Partner Interest:	.0001% of all contributions, distributions and tax effects of the Company (the Managing Partner's "Percentage Share")	
Limited Partner Interest:	99.9999% of all contributions, distributions and tax effects of the Company (the Limited Partner's "Percentage Share")	
Company Capital Structure:	The Trust will own the Limited Partner's Percentage Share of the Company, and ENA will own the Managing Partner's Percentage Share.  Each partner will contribute its Percentage Share of the purchase price of each asset acquired by the Company.	
Distributions:	1.	Pro rata until distributions to the Trust have been sufficient to retire all classes of Certificates and pay all other obligations of the Trust.

2.	Thereafter, 99.9999% to the Managing Partner and .0001% to the Trust.	
Company Assets:	The assets of the Company shall consist of the following:

1.	The existing assets consisting of certain volumetric production payments.

2.	Additional production payments ("New Company Assets") to be purchased by the Company from time to time, subject to such production payments satisfying the Eligibility Criteria.

3.	The "Company Agreements," as outlined below.

Neither ENA nor any of its affiliates has any obligation to offer additional production payments to the Company.	
Company Agreements:	The Company shall enter into various contracts with ENA or its affiliates, as set forth below.  The Company may enter into additional contracts other than those outlined below in the event that it is determined by the Managing Partner to be appropriate in furtherance of the purposes of the Company.

1.	Master Balancing Agreement between the Company and ENA.

2.	the NGPSA.

3.	the COPSA.	
New Company Assets:	The Company may purchase New Company Assets at the direction of the Managing Partner.  Any New Company Asset shall be subject to the restrictions set forth in the New Company Asset Procedures section of the Company Agreement (summarized below).	
Engineering Banks	Bank of America, N.A. ("B of A") and other financial institutions acceptable to ENA and B of A.	
New Company Asset Procedures:	
The Company may only purchase New Company Assets which (a) meet the Engineering Criteria or (b) are approved by the Engineering Banks (unless objected to by the majority certificate holders) after ENA's request.  ENA (as Servicer under the Balancing Agreement) will certify, based on a review of an Independent Reserve Report, that proposed New Company Assets purchased under clause (a) satisfy the Engineering Criteria.	
Amendments:	The Managing Partner may cause the Company to amend the production payment documents and contracts, and to enter into new documents and contracts, as the Managing Partner deems appropriate to maintain or enhance the value of the production payments to the Company.	
Structuring Fees:	The Company may pay structuring or placement fees to ECT Securities Limited Partnership in connection with the purchase of any New Company Asset, but only to the extent that the amount of the Certificates issued in connection with such purchase exceeds the price paid by the Company for such New Company Asset.	
Purpose:	The sole purposes of the Company are:

(a)	to acquire, own, hold, operate, manage and dispose of Company Assets and to exercise rights and perform obligations relating to such assets;

(b)	to market, sell and otherwise dispose of gas, oil and other hydrocarbons attributable to the Company Assets;

(c)	to enter into documents associated with the above purposes and to consummate the transactions contemplated therein; and

(d)	to engage in other activities to lawfully accomplish the foregoing.	
Audit Rights:	The Trust shall have the right, with reasonable notice, to monitor and review the books and records of the Company in the office of the Managing Partner.	
Replacement:	The Trust shall have the right to replace the Managing Partner with or without cause.	
Guaranty:	Pursuant to a Guaranty and Indemnity Agreement, Enron Corp. shall guarantee the performance by ERAC and ENA of their respective obligations to the Company, the Trust and the Purchasers of the Trust Certificates.	
Standard of Care:	The Managing Partner shall conduct Company affairs in good faith towards the best interests of the Company.	
Dissolution:	Termination of the Trust, sale of all or substantially all Company Assets, mutual consent of the Trust and Managing Partner or occurrence of an event causing dissolution under Delaware law.	
Governing Law:	State of Delaware	

Engineering Criteria

1.	Independent Reserve Report.  A reserve report (an "Independent Reserve Report") dated or updated within six months must be obtained from (a) Ryder Scott Company, (b) Netherland, Sewell & Associates, (c) DeGolyer and McNaughton, (d) Miller and Lents Ltd., or (e) Cawley Gillespie & Associates, Inc.

2. 	Type of Assets.  Volumetric production payments or overriding royalty interests in oil and gas properties located only in United States, including its territorial waters, and related contracts.

3. 	Term.  Except as permitted in paragraph 6 below, the scheduled term of each New Company Asset (the "Scheduled Term") shall not exceed 10 years.

4. 	Coal Bed Methane. Coal bed methane value, if any, to be determined without regard for tax credits or benefits.

5. 	Concentration.  (a) The Independent Reserve Report must demonstrate that the Certificates that the Trust issues to make its Capital Contributions for the acquisition of the New Company Asset can be paid in full by the end of the Scheduled Term with expected yield after applying the concentration test to the proposed New Company Asset.  The test, applied at the time of purchase, consists of a 50% decrease in production and associated variable  and capital costs beginning in year one of the single then-current well completion with the most total proved reserves.

(b) At the time of purchase, no single currently producing well completion from the properties burdened by the production payment can be allocated value for more than 25% of total proved reserves attributable to such properties.  Also,  (i) no three wells completed from the same properties burdened by the production payment can be allocated value for more than 60% of the total proved reserves attributable to such properties, and (ii) the minimum number of wells in the set of properties burdened by each production payment will be six, unless 100% of the production for such production payment is scheduled to come from a single reservoir, in which event the minimum number of wells will be eight.

6.	Reserve Tail.  At the time of purchase, the scheduled termination of the New Company Asset must be at a point in time at which at least 20% of total proved reserves are expected to be remaining.  A greater reserve tail may be required if the term of the New Company Asset exceeds 10 years as indicated on the following chart:

Term Tenor	

Reserve Tail	PDP as a Percentage of Reserve Tail	
<15 years, but $14 years	$40%	$50%	
<14 years, but $13 years	$35%	$40%	
<13 years, but $12 years	$30%	$30%	
<12 years, but $11 years	$25%	$20%	
<11 years, but $10 years	$20%	$10%	

At the time that any New Company Asset is purchased by the Company, no more than 33% of the aggregate remaining Scheduled Volumes attributable to all of the Company Assets shall be projected to be produced more than 10 years after closing.

7.	Economic Viability.  The reserves attributable to the retained interest of  the seller of each New Company Asset shall have a positive projected residual present value at the time of purchase giving effect to (a) base case prices, (b) Mandatory Costs Advances; and (c) no value for any tax credit associated with the production.

8. 	PDP Test.  After giving effect to the inclusion of the proposed New Company Asset, (a) the Certificates to be issued in connection with such New Company Asset must be projected to be paid in full by the end of the Scheduled Term with expected yield and cost coverage when applying the PDP test that decreases proved developed production by 10% beginning in year one for the life of the properties encumbered by the New Company Asset while giving no credit to any other reserve categories, and (b) all the Certificates then outstanding (including the Certificates to be issued to fund the purchase of such proposed New Company Asset) must be projected to be paid in full by the end of the applicable Scheduled Term with expected yield when applying the PDP test that decreases proved developed producing production by 10% beginning in year one for the life of the properties encumbered by the Company Assets (including the proposed New Company Asset) while giving no credit to any other reserve categories.

9. 	Production History.  No reserves shall be classified as proved developed producing without at least three months of production history.

10. 	Enron Covenants.  At the time of the purchase of the New Company Asset, Enron Corp. must be in compliance with its covenants under the Performance Guaranty and Indemnity Agreement.

11. 	Scheduled Volumes.  The scheduled quantities of production payment hydrocarbons will be projected to be deliverable without the necessity of Mandatory Hydrocarbon Advances, except those which are necessary to cover scheduled events such as planned workover, recompletions and other similar events.

Items 5(a) and 8 of the foregoing criteria are applied after taking into account Mandatory Hydrocarbon Advances which will be available to the Company under the Balancing Agreement assuming that the proposed New Company Asset is acquired.

Balancing Agreement
Summary Terms and Conditions

Services:	ENA will act as Servicer (unless it or its affiliate is removed as the Managing Partner of the Company) and will provide various services to the Company, including the following:

1.	Give direction and/or notices to producers, transporting pipelines, oil and gas purchasers and take such other actions as are necessary to schedule oil and gas for delivery.

2.	Prepare cash flow projections and certificates, based on Independent Reserve Reports, for inclusion of New Company Assets in the portfolio.

3.	Prepare and provide quarterly cash flow statements and annual financial statements for the Company, along with a certificate from a responsible officer of ENA attesting to their accuracy.

4.	Supervise the Company and the assets of the Company in accordance with reasonable industry standards.

5.	Provide copies of Independent Reserve Reports for each New Company Asset and, upon request but not more often than once every 12 months, provide copies of updated Independent Reserve Reports for Company Assets.

6.	Make Mandatory Hydrocarbon Advances and Mandatory Cost Advances ("Mandatory Advances").	
Mandatory Hydrocarbon Advances:	
1.	If the actual quantity of production payment hydrocarbons delivered to the Company at any Delivery Point (as defined in the production payments documents) is less than the scheduled quantity of hydrocarbons to be delivered (the "Scheduled Volumes"), and the producer has not delivered adjustment quantities of production payment hydrocarbons to satisfy such deficiency, the Servicer will make a Mandatory Hydrocarbon Advance equal to the value of such deficiency at the applicable ENA or ERAC price, but only so long as the Mandatory Advance Conditions are satisfied.	
	2. 	As consideration for the Mandatory Hydrocarbon Advance, the Company will assign to the Servicer the right to receive the Adjustment Quantities (or cash) that the Company is entitled to receive under the Production Payment documents related to such delivery under the Production Payment.  After the occurrence of a Material Adverse Reservoir Change, the Servicer will also be entitled to receive – until the Mandatory Hydrocarbon Advances have been paid with interest – all amounts otherwise distributable to the holders of Class B Certificates.

3.	The sum of the aggregate amount of all Mandatory Hydrocarbon Advances outstanding plus the amount of contemplated Mandatory Hydrocarbon Advances shall not exceed 10% of the original aggregate purchase price of all Company Assets.

4.	Partial Mandatory Hydrocarbon Advances are available where availability cannot fully satisfy any deficit. 	
Mandatory Cost Advances:	1.	If the Seller of a production payment ("Producer") fails to make an expenditure which it is required to make under the Production Payment documents and in the judgment of the Servicer such expenditure is necessary in order for the Production Payment quantities to be delivered and can, as a practical matter (taking into account applicable operating agreements and other factors) be made by the Servicer or the Company on behalf of such Producer, then the Servicer shall make such expenditure (a "Mandatory Cost Advance") on behalf of the Company subject to the limitation set forth in paragraph 3 below and subject to the Mandatory Advance Conditions.

2.	As consideration for each Mandatory Cost Advance, the Company will assign to the Servicer all of the Company's rights under the Production Payment documents to recover the amount paid by the Servicer on behalf of the Company.

3.	The sum of the aggregate amount of contemplated and outstanding Mandatory Cost Advances shall not exceed two percent of the original aggregate purchase price of all Company Assets.	
Mandatory Advance Conditions:		No Material Adverse Reservoir Change exists.  A Material Adverse Reservoir Change exists when the remaining total quantity of estimated economic proved hydrocarbon reserves attributable to the Production Payment is insufficient to satisfy fully the total quantities remaining to be delivered, including any Adjustment Quantities which are expected to be due.  In the event the Servicer makes a determination that a Material Adverse Reservoir Change exists, it shall not be obligated to make any additional Mandatory Advances with respect to the applicable Production Payment, but it shall as soon as practicable deliver to an Independent Engineer information that demonstrates that such Material Adverse Reservoir Change exists.  In the event the Independent Engineer disagrees with the Servicer's determination, the Servicer shall make the Mandatory Advance which Servicer would have made had the Servicer not made such determination, plus an amount equal to interest at the rate applicable to the certificates relating to such Production Payment.	
Servicer Fee:	An annual fee equal to the remainder of (a) 10 basis points times the original aggregate purchase price of all Company Assets, less (b) an amount equal to the unused fees payable on the Certificates, computed and payable monthly.  If the Servicer fee is calculated to be a negative amount, the Servicer will pay that amount to the Company.	
Standard of Care:	The Servicer will provide services in accordance with the same standard of care normally exercised by prudent persons engaged in providing similar services.	
Termination:	Upon the earlier of 21 years or the termination of the Company.  The Balancing Agreement will survive the occurrence of an Event of Default or the exercise of default remedies except upon termination in the case of Enron non-performance pursuant to the Performance Guaranty.	
Events of Default:	Non-performance by ENA 	
Remedies:	Recourse under the Enron Performance Guaranty	
Choice of Law:	State of Texas	

Guaranty and Indemnity Agreement
Summary Terms and Conditions

Guaranty:	Enron Corp. ("Guarantor") will guaranty the performance of the obligations of ENA and ERAC ("Subsidiary Obligors") under certain documents executed with the Company and Trust.	
Representations and Warranties:	
Guarantor makes the same representations and warranties included in its standard long form guaranty.	
Covenants:	Guarantor makes the same covenants included in its standard long form guaranty.	
Indemnity:	Guarantor shall indemnify (or shall guarantee ENA's indemnity of) the Company, the Trust, and the holders of the Trust Certificates against certain losses, including but not limited to failure of certain title warranties, certain environmental losses, and failure of the production payment to be a real property interest (including failure to obtain such treatment in the bankruptcy proceeding of a producer), but excluding reservoir risk, producer performance and certain other matters.	
Events of Default:	(a)	Failure to perform a material covenant or term contained in the Guaranty which failure continues for 30 days after written notice to Guarantor from the Trustee;

(b)	Any representation or warranty by Guarantor under the Guaranty shall prove to have been incorrect in any material respect when made; or

(c)	Bankruptcy or insolvency of Guarantor	
Substitution of Subsidiary Obligors:	Each of ENA and ERAC may assign its obligations and rights under any of the transaction documents to any of its affiliates (and may be released therefrom following such assignment), so long as Guarantor ratifies and amends the Guaranty to provide that it covers the obligations of such new Subsidiary Obligor.	
Choice of law:	Texas	

Master Energy Price Swap Agreement
Summary Terms and Conditions

Agreement:	ISDA Master Agreement, and related confirmations, containing customary terms for energy price swap documents.	
Parties:	Floating Price Payor:	the Company or the Trust
Fixed Price Payor:	ENA	
Floating Price:	The floating prices will equal the price per MMBtu paid by ENA and the price per barrel paid by ERAC at each Delivery Point or Delivery Location under the NGPSA and the COPSA.	
Fixed Prices:	The fixed prices will equal the MMBtu prices which, when multiplied by the Scheduled Volumes, result in projected cash flows sufficient to cause the Certificates  to be paid with assumed yield by the end of the applicable Scheduled Term with expected yield.  In the event that the Company exercises its rights under the Production Payment documents to change the rate at which Scheduled Volumes of hydrocarbons are delivered to the Company under the Production Payment, the applicable energy price swap will be automatically amended to cover the new Scheduled Volumes (whether increased or reduced in any month) to the extent possible without providing any extra exposure or benefit to ENA.	
Notional Amount:	Equal to 97% of the Scheduled Volumes at each delivery point under the Production Payment documents.	
Payments:	On day of settlement for NGPSA and COPSA	
Breakage:	If the Agreement is terminated early, each party shall reimburse the other for certain losses resulting from breakage of the Agreement.	
Governing Law:	State of New York	

Master Interest Rate Swap Agreement
Summary Terms and Conditions

Agreement:	ISDA Master Agreement, and related confirmations, containing customary terms for interest rate swap documents.	
Parties:	Fixed Payor:  the Trust or the Company
Floating Payor:  ENA	
Floating Rate:	As provided for under the Class A Certificate Purchase Agreement, taking into account changes in the applicable margin pursuant to the pricing grid.	
Fixed Rate:	As determined at time of execution of each transaction.	
Notional Amount:	For each transaction, the amortizing sum of projected outstanding base amount due on the Class A Certificates.	
Breakage:	If the Agreement is terminated early, each party shall reimburse the other for any loss resulting from breakage of the Agreement.	
Choice of Law:	State of New York	

Natural Gas Purchase and Sale Agreement
Summary Terms and Conditions

Agreement:	With respect to each Production Payment under which the Company expects to receive deliveries of natural gas in kind, the Company shall enter into a confirmation under the NGPSA with ENA whereby ENA shall (1) purchase all gas delivered to the Company in kind under such Production Payment and (2) pay floating prices for such gas.  The floating prices will be swapped into pre‑determined fixed prices via an Energy Price Swap Agreement.	
Dedication:	The Company will dedicate to ENA under the NGPSA all Production Payment gas which is delivered to the Company in kind under the Production Payments documents.	
Quantities:	The quantities of gas purchased each month shall consist of all gas actually delivered in kind to the Company during such month under the Production Payment.  ENA will be notified monthly in advance of the amount of gas expected to be delivered at each delivery point.	
Prices:	The price for each month's Production Payment gas will be a floating index price for the delivery point at which the production is delivered.	
Other General Terms and Conditions:	1.	Designation of delivery points and transfer of title at the delivery points

2.	Pressure, dispatching, measurement and processing rights

3.	Billing and payment provisions

4.	Transportation imbalance penalties

5.	Force majeure

6.	Special warranty of title to gas and subrogation to the Company's warranty rights against the Producer

7.	Adverse governmental regulation	
Assignability and Other Provisions:	No Assignment to other than an affiliate without prior written consent.	
Termination:	21 years, provided that the parties are not relieved of obligations incurred prior to termination.	
	Crude Oil Purchase and Sale Agreement
Summary Terms and Conditions

Agreement:	With respect to each Production Payment under which the Company expects to receive deliveries of crude oil or other hydrocarbon liquids in kind, the Company shall enter into a confirmation under the COPSA with ERAC whereby ERAC shall (1) purchase all liquids delivered to the Company in kind under such Production Payment and (2) pay floating prices for such liquids.  The floating prices will be swapped into predetermined fixed prices via an Energy Price Swap Agreement.	
Dedication:	The Company will dedicate to ERAC under the COPSA all Production Payment liquids which are delivered to the Company in kind under the Production Payment documents.	
Quantities:	The quantities of liquids purchased each month shall consist of all liquids actually delivered in kind to the Company during such month under the Production Payment.  ERAC will be notified monthly of the amount of liquids expected to be delivered at each delivery location.	
Price:	The price for each month's Production Payment liquid hydrocarbons will be a floating index price for the delivery location at which the production is delivered.	
Other General Terms and Conditions:	
1.	Designation of delivery locations and transfer of title at the delivery points

2.	Measurement and Quality

3.	Billing and payment provisions

4.	Force majeure

5.	Special warranty of title of hydrocarbon liquids and subrogation to the Company's warranty rights against the Producers

6.	Adverse governmental regulation	
Assignability and Other Provisions:	No assignment to other than an affiliate without prior written consent.	
Termination:	21 years provided parties are not relieved of obligations incurred prior to termination.