Thanks for your e-mail. We have converted to Outlook on our system would you send me the latest redline we have been discussing as I cannot retrieve it.  Also  you  your changes to 8.2 did not show up if you could let me know your changes here I would appreciate it, and then I thing we are done.
 

Regards,

Debra

 -----Original Message-----
From: 	SRenken@markwest.com@ENRON [mailto:IMCEANOTES-SRenken+40markwest+2Ecom+40ENRON@ENRON.com] 
Sent:	Friday, July 13, 2001 5:33 PM
To:	Perlingiere, Debra
Subject:	RE: EMBOLI 
 MASTER FIRM PURCHASE/SALE AGREEMENT

Debra,
Were you going to send executable copies, as duly revised?

Sarai Renken
Contract Admin.
MarkWest Hydrocarbon, Inc.

----- Forwarded by Sarai Renken/Denver/MarkWest on 07/13/2001 04:27 PM
-----

                    Sarai Renken
                                         To:     Debra.Perlingiere@enron.com
                    06/25/2001           cc:
                    02:48 PM             Subject:     RE: EMBOLI 
 MASTER FIRM
                                         PURCHASE/SALE AGREEMENT(Document link: Sarai
                                         Renken)




I like the language with one modification, in red and bold below.
Sarai




                    Debra.Perlingiere
                    @enron.com               To:
                                             IMCEANOTES-SRenken+40markwest+2Ecom+40ENRON@ENRO
                    06/25/2001 01:50         N.com
                    PM                       cc:
                                             Subject:     RE: EMBOLI 
 MASTER FIRM
                                             PURCHASE/SALE AGREEMENT




Thanks for your e-mail. Here is language I purpose of Article 8.2

 8.2. Transfer.  This Agreement, including, without limitation, each
indemnification, shall inure to and bind the permitted successors and
assigns of the Parties; provided, neither Party shall transfer this
Agreement without the prior written consent of the other Party which
consent shall not be unreasonably withheld or  delayed; Notwithstanding the
foregoing, either Party may, without the consent of the other Party (and
without relieving itself from liability hereunder)but upon written notice,
(i) transfer, sell,
pledge, encumber or assign this Agreement or the accounts, revenues or
proceeds hereof in connection with any financing or other financial
arrangements, (ii) transfer or assign this Agreement to any Affiliate by
assignment, merger or otherwise, or (iii) transfer or assign this Agreement
to any person or entity succeeding to all or substantially all of the
assets of such Party; provided that any such succeeding entity or Affiliate
meets or exceeds the creditworthiness of the assigning Party and further
provided that such succeeding entity or Affiliate agrees in writing to be
bound by the terms and conditions hereof.  Any Party's transfer in
violation of this Section 8.2 shall be void.

Let me have your thoughts regarding the attached.

    -----Original Message-----
   From:   SRenken@markwest.com@ENRON
             [mailto:IMCEANOTES-SRenken+40markwest+2Ecom+40ENRON@ENRON.com]
   Sent:   Monday, June 25, 2001 11:14 AM
   To:     Perlingiere, Debra
   Subject:  RE: EMBOLI 
 MASTER FIRM PURCHASE/SALE AGREEMENT


   Let's try this with my document actually attached.
   (See attached file: Enron Master Firm Agreement.doc)

   ----- Forwarded by Sarai Renken/Denver/MarkWest on 06/25/2001 10:10 AM
   -----

                       Sarai Renken
                                            To:
   Debra.Perlingiere@enron.com
                       06/25/2001           cc:
                       10:12 AM             Subject:     RE: EMBOLI 

   MASTER FIRM PURCHASE/SALE
                                            AGREEMENT(Document link: Sarai
   Renken)




   Debra,
   A few corrections made -- corrected spelling of MarkWest, added company
   info for exhibits A & C.

   Still missing the language you wanted to add instead of mine in sect.
   8.2,
   subsections (ii) & (iii).  Please see my notes in the document.  Once we
   get the wording agreed upon for these two subsections, we should have an
   agreement.

   We'll also need to discuss the GISB, but let's first get the master firm
   agreement in place.  Any questions, please feel free to e-mail me at
   srenken@markwest.com or call me at 303-925-9275.

   Sarai




                       Debra.Perlingiere
                       @enron.com               To:

   IMCEANOTES-SRenken+40markwest+2Ecom+40ENRON@ENRON.co
                       06/21/2001 11:06         m
                       AM                       cc:
                                                Subject:     RE: EMBOLI 

   MASTER FIRM PURCHASE/SALE
                                                AGREEMENT





   Sara,

   Attached I hope,  is the correct redline version which exemplifies  the
   agreed to changes.  Please review and let me know if there are any
   additional corrections.

   (See attached file: Markwest Redline.doc)

   Debra

       -----Original Message-----
      From:   SRenken@markwest.com@ENRON

   [mailto:IMCEANOTES-SRenken+40markwest+2Ecom+40ENRON@ENRON.com]
      Sent:   Thursday, June 14, 2001 3:21 PM
      To:     dperlin@enron.com
      Subject:  ENFOLIO 
 MASTER FIRM PURCHASE/SALE AGREEMENT

      (See attached file: Enron Master Firm Agreement.doc)
       - Enron Master Firm Agreement.doc << File: Enron Master Firm
      Agreement.doc >>(See attached file: Markwest Redline.doc)


    - Enron Master Firm Agreement.doc << File: Enron Master Firm
   Agreement.doc >>
    - Markwest Redline.doc << File: Markwest Redline.doc >>