EX-10.25 5 d85543ex10-25.txt CRUDE OIL SWAP AGRMT. 1/01/04 THROUGHT 12/31/04 1 EXHIBIT 10.25 Deal No. QY9133.4 [ENRON LOGO] Enron North America Corp. P.O. Box 4428 Houston TX 77210-4428 (713) 853-3300 Fax (713) 646-4816 CONFIRMATION (SWAP) Date: March 23, 2001 To: National Energy Group, Inc. ("Counterparty") Attention: Document Department Fax No.: 214-692-8562 From: Enron North America Corp. ("ENA") Re: Commodity Swap QY9133.4 The purpose of this letter agreement (together with the General Terms and Conditions of Confirmation as set forth in Annex A and any other attachments hereto, collectively the "Confirmation") is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the "Transaction") whereby we accepted your offer to enter into the Transaction. The terms of the particular Transaction to which this Confirmation relates are as follows: GENERAL TERMS: Notional Quantity per Determination Period: 9,100 Barrels per month Commodity: Crude Oil Commodity Unit: Barrels (BBL) (42 U.S. Gallons) Trade Date: March 23, 2001 Effective Date: January 01, 2004 Termination Date: December 31, 2004 Determination Period(s): Each calendar month beginning with January 01, 2004 and ending on December 31, 2004. Payment Date(s): The fifth (5th) Business Day following the date on which the Floating Price is determinable FIXED AMOUNT DETAILS: Fixed Price Payor: ENA Fixed Price: US Dollars $21.69000 per Barrel 1 2 Deal No. QY9133.4 FLOATING AMOUNT DETAILS: Floating Price Payor: Counterparty Floating Price: The arithmetic average of the daily settlement prices for the prompt month of the NYMEX Light Sweet Crude Oil Futures Contract for each NYMEX Trading Day during the applicable Determination Period CONTRACTUAL CURRENCY: US Dollars GOVERNING LAW: Texas GENERAL TERMS AND CONDITIONS OF CONFIRMATIONS: The general terms and conditions contained in Annex A attached hereto and made a part hereof apply and are incorporated herein by reference CREDIT OR OTHER SPECIAL PROVISIONS: The credit provisions contained in Annex B attached hereto and made a part hereof apply and are incorporated herein by reference For the purposes of the calculations of the Floating Price(s), all numbers shall be rounded as follows: Floating Price(s) relating to commodities quoted in (i) gallons shall be rounded to five places, (ii) MMBtu's shall be rounded to four places, (iii) barrels shall be rounded to three places and (iv) gigajoules shall be rounded to four places. If the number after the final number is five (5) or greater then the final number shall be increased by one (1), and if the number after the final number is less than five (5) then the final number shall remain unchanged. This Confirmation is a complete and binding agreement between you and us as to the Transaction. Until a Master Agreement is executed by you and us, all currently existing swap, option or other financially-settled derivative transactions between the parties shall be governed by the terms and conditions set forth in any Annex attached hereto. All such swap, option or other financially-settled derivative transactions, shall constitute a single integrated agreement between you and us, it being acknowledged that the parties are relying upon the fact that all such swap, option or other financially-settled derivative transactions will form a single agreement and that the parties would not otherwise enter into any transactions. The terms and conditions contained in any Annex attached hereto are incorporated into this Confirmation, and in the event of any inconsistency between any Annex and this letter agreement, this letter agreement shall govern. Upon execution by you and us of a Master Agreement, this Confirmation will supplement, form a part of, and be subject to the Master Agreement. In the event of any inconsistency between this Confirmation and the Master Agreement, the Master Agreement shall govern except as expressly set forth therein. If this Confirmation correctly sets forth the terms of the Transaction that we have entered into, please promptly confirm in a reply to us by signing below and sending this Confirmation (or a copy hereof) to us (or notifying us of any bona fide error that would require revision in order to accurately reflect our agreement on the Transaction) by facsimile transmission within two Business Days after your receipt of this Confirmation. If you fail to so reply within such time period, the terms hereof will constitute binding and conclusive evidence of the Transaction. We took forward to receiving your prompt reply. Sincerely, Enron North America Corp. National Energy Group, Inc. 2 3 By: /s/ DIANE ANDERSON Deal No. QY9133.4 By: --------------------------------------- Name: Diane Anderson Name: Tide: Agent and Attorney-in-Fact ------------------------------------- Date: March 27, 2001 Title: ------------------------------------ Date: ------------------------------------ COUNTERPARTY: AFTER YOU HAVE CONFIRMED TRANSACTION, PLEASE RETURN TO ENA, ATTENTION: DIRECTOR OF DOCUMENTATION AT FAX NO (713) 646-4816 ADDRESS FOR NOTICES TO ENA: PAYMENT ACCOUNT INFORMATION FOR ENA: 1400 Smith St See invoice for wire instructions Houston, TX 77002-7327 Attention: Director, Documentation Dept Fax: (713) 646-4816 Phone: (713) 853-3300 With a copy of any notice given pursuant to Section 3 or 4 of Annex A or Annex B, if any, to: 1400 Smith Street Houston, Texas 77002 Attn: Assistant General Counsel, Trading Group Fax: (713) 646-4818 ADDRESS FOR NOTICES TO COUNTERPARTY: PAYMENT ACCOUNT INFORMATION FOR COUNTERPARTY: Address: ------------------------------ ---------------------------------- -------------------------------------- ---------------------------------- -------------------------------------- ---------------------------------- Attention: ---------------------------- ---------------------------------- Fax: ---------------------------- ---------------------------------- Phone: ---------------------------- ---------------------------------- COUNTERPARTY: PLEASE PROVIDE ABOVE REQUESTED INFORMATION IF NOT PROVIDED PREVIOUSLY OR IF CHANGES HAVE OCCURRED 3