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Gas Purchase and Sales Contract - Tenaska Marketing Ventures and Warren Resources Inc.

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                         GAS PURCHASE AND SALES CONTRACT

This Gas Purchase and Sale Contract ("this Contract") is made as of and
effective April 1, 2000, between Tenaska Marketing Ventures, a Nebraska
partnership ("TMV") and Warren Resources, Inc., a ____________ corporation
("Company"), individually referred to as "Party" and collectively referred to as
"the Parties".

                                    ARTICLE I
                             PURPOSE AND PROCEDURES

1.1 Agreement.  This Contract  establishes  mutually  agreed and legally binding
terms  governing  purchases,  sales and exchanges of Gas between TMV and Company
made during the term of this  Contract.  The  transactions  encompassed  by this
Contract will be designed on transaction-specific Confirmation(s) in the form of
Exhibit  "A" and,  if  relevant to a  particular  transaction,  a Trigger  Price
Confirmation  in  the  form  of  Exhibit  "B".  This  Contract  consists  of the
provisions set forth herein and, with respect to a particular  transaction,  the
provisions contained in the  Confirmation(s).  More than one Confirmation may be
in effect at the same time. As used herein, the term "Buyer" refers to the Party
purchasing  and receiving Gas and the term "Seller"  refers to the Party selling
and delivering Gas.

1.2 Confirmation  Procedure.  If the Parties come to an understanding  regarding
the  sale  and  purchase  of Gas,  the  transaction  will be  communicated  in a
Confirmation that will reflect the Transaction Type, Contract Quantity, Delivery
Period,  Contract Price,  Delivery Point(s) and any other special terms to which
the Parties have agreed.  Each Confirmation  shall be sent by TMV to Company via
facsimile and shall become a part of this  contract.  If a  Confirmation  is not
objected to or returned to TMV by Company via facsimile  within two (2) Business
Days of the successful  transmittal  thereof,  then that  Confirmation  shall be
accepted by both Parties.

1.3 Transaction  Types.  The terms and conditions  incorporated in this Contract
are  intended  to  facilitate  the  entering  into by Buyer  and  Seller  of the
following  Transactions  Types as  further  defined in this  Contract:  i) Swing
Transactions; ii) Firm Transactions; and iii) EFP Transactions.

1.4 Tape  Recordings.  Each Party hereby  consents to the recording of telephone
conversations  by the other in  connection  with this  Contract or any potential
Transaction,  and agrees to obtain any necessary  consent of, and to give notice
of such  recording  to,  its  affected  personnel.  Any tape  recordings  may be
submitted into evidence to any court or in any legal  proceeding for the purpose
of establishing any matter,  whether relating to this Contract,  any Transaction
or otherwise.

                                   ARTICLE II

2.1 "Business Day" means a period of eight (8) consecutive  hours,  beginning at
8:00 a.m., Central Clock Time ("C.C.T."),  on any day except Saturday, Sunday or
federal bank holidays and ending at 4:00 p.m. (C.C.T., on the same calendar day.

2.2 "Buyer's  Deficiency  Quantity"  means the  difference  between the Contract
Quantity  and the actual Gas  quantity  received  by Buyer for each Day on which
Seller's failure occurred pursuant to Section 7.1(a).

2.3  "Contract  Price"  means  the  price to be paid for Gas as set forth in the


2.4 "Contract  Quantity" means the quantity of Gas to be delivered by Seller and
received by Buyer as set forth in the Confirmation.

2.5  "Contract  Value"  means the amount of Gas  remaining  to be  delivered  or
purchased under a Transaction multiplied by the Contract Price per unit.

2.6 "Day" means a period of twenty-four  (24)  consecutive  hours, as defined in
the tariff of the Transporter receiving Gas at the Delivery Point.

2.7  "Delivery  Period"  means  the  period  of time  during  which Gas shall be
delivered and received under a transaction as set forth in the Confirmation.

2.8  "Delivery  Point"  means the  specific  point(s) at which the Parties  have
agreed to make and take delivery of Gas, as specified in the Confirmation.

2.9 "Early  Termination Date" means any date on or after a default designated by
the  Performing  party  as the  time  at  which  any or  all  Forward  Contracts
(including any portion of a Forward  Contract not yet fully  delivered)  will be

2.10 "EFP  Transaction"  means a Firm Transaction to purchase,  sell or exchange
Gas and the concurrent  obligation to buy or sell natural gas futures  contracts
pursuant to the Exchange of Futures for Physical (EFP) procedures of an Exchange
in  accordance  with an  applicable  Confirmation.  Failure  to buy or sell such
quantity(ies) of Gas or futures contracts shall subject the failing party to the
damages set forth in Article VII.

2.11 "Exchange" means any United States  commodity  exchange that trades natural
gas futures contracts.

2.12 "Firm  Transaction"  means  Buyer  shall  have an  absolute  obligation  to
purchase and receive,  and Seller shall have an absolute  obligation to sell and
deliver one hundred per cent (100%) of the Contract  Quantity in the  applicable
Confirmation.  Failure to buy or sell the Contract  Quantity  shall  subject the
failing party to the damages prescribed in Article VII.

2.13 "Forward  Contract" means any agreement  constituting a "forward  contract"
within the meaning of the United  States  Bankruptcy  Code,  including,  without
limitation,  a  Transaction  or any other  agreement  for the sale,  purchase or
transfer  (including a swap) of Gas which has a maturity date or delivery period
more than two days after the date the Forward Contract is entered into.

2.14 "Gas"  means any mixture of  hydrocarbons  and  non-combustible  gases in a
gaseous state consisting primarily of methane.

2.15 "Imbalance  Charge" means any scheduling,  imbalance or similar  penalties,
fees,  forfeitures,  cashouts,  or charges  (in cash or in kind)  assessed  by a
Transporter for failure to satisfy the  Transporter's  balance and/or nomination

2.16  "Market  Value"  means the  amount of Gas  remaining  to be  delivered  or
purchased  under  a  Transaction  multiplied  by  the  market  price  per  MMBtu
determined by the Performing Party in a commercially reasonable manner.

2.17 "MMBtu" means one million BTU's, equal to one dekatherm.



2.18 "Payment Date" means the  twenty-fifty  (25th) day of the calendar month in
which the  invoice was  rendered,  or ten (10) days after the date of receipt of
the invoice, whichever is later; provided that if the twenty-fifth (25th) day is
not a Business Day, payment is due on the next Business Day following that date.

2.19  "Replacement  Price" is the price at which  Buyer is able,  acting in good
faith, to obtain comparable Gas supplies at the lowest reasonable price.

2.20 "Sales  Price" is the price at which Seller is able,  acting in good faith,
to make comparable Gas sales at the highest reasonable price.

2.21  "Schedule"  or  "Scheduled"  means  the  acts of  Seller,  Buyer,  and the
Transporter(s)  of  notifying,  requesting,  and  confirming  to each  other the
quantity of Gas to be delivered hereunder on any given Day.

2.22 "Seller's  Deficiency  Quantity" means the difference  between the Contract
Quantity and the actual Gas  quantity  delivered by Seller for each Day on which
Buyer's failure occurred pursuant to Section 7.1(b).

2.23 "Swing  Transaction" means that deliveries and receipts of Gas will be on a
swing or interruptible basis. The Contract Quantity may be reduced,  interrupted
or terminated  by either Party for any reason upon the other Party's  receipt of
notice given prior to its  Transporter's  nomination  deadline for the requested
change.  Any failure to provide such notice by either  Party shall  subject that
Party to the damages prescribed in Article VII.

2.24  "Transaction"  means  a  particular  purchase,  sale  or  exchange  of Gas
evidenced in a Confirmation.

2.25  "Transporter(s)"  means all Gas gathering or pipeline companies,  or local
distribution  companies,  acting in the capacity of a transporter,  transporting
Gas  upstream or  downstream  of the  Delivery  Point  pursuant to a  particular
Transaction Confirmation.

2.26  "Trigger  Price" means a Contract  Price that is determined in part by the
natural gas futures price on any Exchange.

                                   ARTICLE III

This Contract shall be in force as o the date first above written and shall
 extend month-to-month thereafter until terminated by either Party upon giving
thirty (30) days' prior written notice; provided, however, that if one or more
Confirmation(s) are in effect, termination shall not be effective for any such
Confirmation until the expiration of the Term of such Confirmation.

                                   ARTICLE IV

Buyer and Seller  shall  provide  each other and all  necessary  third  parties,
including  Transporter(s),  with  the  information  necessary  to  Schedule  the
Contract  Quantity  for  each  Day  as  agreed  to  for a  specific  Transaction
hereunder.   The  Parties  will  provide  each  other  with  timely   nomination
information  or of  any  changes  to  nominations  prior  to  the  Transporters'
nomination deadline.



                                    ARTICLE V
                              QUANTITY AND DELIVERY

5.1  Obligations.  Seller agrees to Schedule and to sell and deliver,  and Buyer
agrees to Schedule and to purchase and receive the Contract Quantity each Day at
the Delivery Point(s) for a particular Transaction.  Seller shall be responsible
for  transportation  to the Delivery Point(s) and the Buyer shall be responsible
for transportation  from the Delivery  Point(s).  Title to and possession of all
Gas shall pass from Seller to Buyer at said Delivery Point(s).

5.2 Imbalance Notification. Both parties hereto shall promptly notify each other
as soon as possible  of any  Transporter  notification  of  imbalances  that are
occurring or that have  occurred,  and the Parties shall  cooperate to eliminate
any such  imbalances,  including  the use of make-up or  balancing  rights  that
either Party may have, within the time prescribed by the Transporter.

5.3  Imbalance  Charges.   The  Party  causing  an  Imbalance  Charge  shall  be
responsible  for paying the charge.  Buyer shall  assume all  liability  for and
reimburse  Seller  within  thirty  (30)  days of  presentation  of  invoice  and
substantiating  documentation,  for any Imbalance  Charge resulting from Buyer's
failure to comply  with  balancing  or  notification  requirements  of  Seller's
Transporter.  Seller shall assume all liability  for and reimburse  Buyer within
thirty (30) days of  presentation of invoice and  substantiating  documentation,
for any  Imbalance  Charge  resulting  from  Seller's  failure  to  comply  with
balancing or notification requirements of Buyer's Transporter.

                                   ARTICLE VI

6.1  Buyer  agrees  to pay  Seller  the  Contract  Price  for each  MMBtu of Gas
delivered by Seller to Buyer in  accordance  with the terms of this Contract and
the relevant Confirmation.

6.2 Trigger Price.  If the Parties agree to a Trigger  Price,  the Trigger Price
Confirmation will define the factors to be used in the calculation.  The Company
may request  that TMV execute  trades  through an Exchange in order to establish
the Trigger  Price.  Following  execution of such trades,  TMV will  transmit to
Company a Trigger Price  Confirmation no later than the close of business on the
Business  Day  following  execution  of such  trade(s).  Company  will  have one
Business Day after receipt of the Trigger Price Confirmation to object to any of
the terms  contained  therein.  If no  objection  is  received by TMV within the
prescribed  time,  the Trigger  Price  Confirmation  will be deemed to have been
accepted by both Parties and will be considered part of the Contract and will be
used to calculate the Trigger Price.

                                   ARTICLE VII
                               FAILURE TO PERFORM

7.1 If either  Party  fails on any Day to  Schedule  and  receive or deliver the
Contract  Quantity,  as provided in Section 5.1, that Party shall be liable for,
and shall pay the other party, the following damages:

          (a) Buyer's  Failure.  If the quantity Buyer receives and purchases on
     any Day is less than the applicable  Contract  Quantity and the Sales Price
     is less than the Contract  Price,  then Buyer shall be liable for and shall
     pay to Seller a dollar  amount  equal to the product of (i) the  difference
     between  the  Contract  Price  and  the  Sales  Price,  and:  (ii)  Buyer's
     Deficiency Quantity. In addition, Buyer shall pay Seller an amount equal to
     ten percent (10%) of the amount  calculated  pursuant to the first sentence
     of this  subsection (a) to cover Seller's  administrative  and  operational
     costs and expenses.



          (b) Seller's Failure. If the quantity Seller sells and delivers on any
     Day is less than the applicable Contract Quantity and the Replacement Price
     is greater  than the  Contract  Price,  then Seller shall be liable for and
     shall  pay to  Buyer  a  dollar  amount  equal  to the  product  of (i) the
     difference  between the Replacement  Price and the Contract Price and; (ii)
     Seller's Deficiency Quantity. In addition, Seller shall pay Buyer an amount
     equal to ten percent (10%) of the amount  calculated  pursuant to the first
     sentence  of  this  subsection  (b) to  cover  Buyer's  administrative  and
     operational costs and expenses.

          (c) Failure to Replace. If Seller or Buyer does not make a replacement
     purchase  or sale,  the failing  Party shall still be liable in  accordance
     with the provisions of Section 7.1 and the Sales Price or Replacement Price
     shall be deemed to be the daily price as posted in BTU's Daily Gas Wire for
     Gas for each day to failure at the location which most closely reflects the
     relevant Delivery  Point(s);  provided,  however,  if the non-failing party
     does not learn of the  failure  until  after the fact,  then in lieu of the
     remedy provided in this subsection (c), the non-failing party may calculate
     its damages as of the date(s) on which  replacement  purchases or sales are
     actually made.

7.2  EFP  and  Trigger  Price  Transactions.   If  the  Transaction  is  an  EFP
Transaction,  any Party  failing to offer and  complete  the purchase or sale of
Exchange  futures  contracts  from or to the other  Party shall be liable to the
other  Party for actual  losses  incurred by it due to such  failure.  If either
Party  fails to complete  the  purchase or sale of gas after the other Party has
executed  trades  pursuant to Section 6.2 Trigger Price,  then the failing Party
shall be liable to the  non-failing  Party for an actual losses incurred for the
reversal of trades so  executed.  Calculation  of any  damages  pursuant to this
Section 7.2 shall be incorporated as necessary in the calculation of damages set
forth  in  Section  7.1 to  assure  that  the  non-failing  Party  will be fully
compensated for its actual loss incurred because of the other Party's failure.

                                  ARTICLE VIII
                               BILLING AND PAYMENT

8.1 Invoice and Payment  Dates.  Seller shall  invoice Buyer by the tenth (10th)
day of the calendar month for Gas delivered to Buyer during the preceding month.
If Seller has not  received  Transporter  notification  of the  actual  quantity
delivered,  the  statement  shall be based on the  Scheduled  quantity,  and the
Parties  agree that the next  statement  shall be adjusted to reflect the actual
quantity delivered. Buyer shall remit to Seller the amount due by wire transfer,
pursuant to Seller's  invoice  instructions,  on or before the Payment  Date. If
Buyer,  in good  faith,  disputes  the  amount of any such  invoice  or any part
thereof,  Buyer will pay to Seller  such  amount as it  concedes  to be correct;
provided,  however,  if Buyer  disputes  the  amount  due,  Buyer  must  provide
supporting  documentation  acceptable in industry practice to support the amount
paid or disputed. In the event any payments are due Buyer hereunder,  payment to
Buyer shall be made in accordance with this Section.

8.2 Late  Payment.  If either  Party owing an amount to the other Party fails to
pay in  accordance  with this  Contract,  that Party  shall pay  interest on any
overdue  amount at a rate equal to the  lesser of: (i) the posted  prime rate in
The Wall Street Journal as listed under "Money Rates", plus two percent (2%), or
(ii) the maximum  rate  allowed by law,  from the due date until such  principal
amount and interest thereon are paid.

8.3 Audit  Rights.  Each Party shall have the right,  at its own  expense,  upon
reasonable  notice and at reasonable  times, to examine the books and records of
the other Party only to the extent  reasonably  necessary to verify the accuracy
of any  invoice,  statement,  charge,  payment,  or  computation  made under the
Contract.  This  examination  right  shall  not be  available  with  respect  to
proprietary  information  not  directly  relevant  to  transactions  under  this
Contract.  All invoices and billings  shall be  conclusively  presumed final and



accurate  unless  objected  to in  writing,  with  adequate  explanation  and/or
documentation, within two years after the month of Gas delivery. All retroactive
adjustments  under this Article shall be paid in full by the party owing payment
within 30 days of notice and substantiation of the inaccuracy.

                                   ARTICLE IX
                               NETTING PROCEDURES

9.1 If the Parties to this Contract  participate in multiple  Transactions  in a
given month  whereby each party sells Gas to and purchases Gas from the other in
individual  Transactions,  then in lieu of the  procedures  set forth in Article
VIII, the Parties may agree to a net settlement procedure as follows:

          (a) By the tenth (10th) day of each calendar month following the month
     in which such Transactions  occurred,  each Party shall determine the sales
     price for the Gas sold to the other  Party and issue an invoice  reflecting
     the  amount  due for Gas sold.  No fewer  than  three (3) days prior to the
     Payment  Date,  the Parties  will confer by telephone  and  compare/confirm
     invoice  amounts and total amounts owed.  Any  difference  resulting  after
     offsetting  the total  amount  each party owes to the other  Party shall be
     paid by the Party owing the greater amount, no later than the Payment Date.

          (b) If either Party, in good faith, disputes the amount of any invoice
     or  portion of any  invoice in the  current  billing  month,  then only the
     non-disputed portion of the invoice(s) will be subject to netting according
     to  this  Article  IX.  The   disputing   Party  must  provide   supporting
     documentation acceptable in industry practice to support the amount paid or
     disputed.  Upon  resolution  of such  dispute,  any  amounts  owing will be
     included in netting procedures in the subsequent month.

                                    ARTICLE X

10.1 Events of Default. Either Party (the "Defaulting Party") will be in default
under this Contract if it:

          (i) makes an assignment or any general  arrangement for the benefit of
          (ii)  files  a  petition  or  otherwise  commences,   authorizes,   or
     acquiesces  in  the  commencement  of  a  proceeding  or  cause  under  any
     bankruptcy  or similar law for the  protection  of  creditors,  or has such
     petition filed against it and such  proceeding  remains  undismissed for 30
          (iii) otherwise becomes bankrupt or insolvent (however evidenced);
          (iv) is unable to pay its debts as they fall due;
          (v) fails to pay or perform,  when due,  any  obligation  to the other
     Party (the  "Performing  Party"),  whether under this Contract or any other
     contract  between the Parties,  including a contract(s) in connection  with
     credit support obligations or otherwise, if such failure is not remedied on
     or before the third  Business  Day after notice of such failure is given to
     the Defaulting Party;
          (vi) fails to give  adequate  security for or assurance of its ability
     to perform its further  obligations under this Contract within  forty-eight
     (48) hours of a reasonable request by the other Party, or
          (vii)  fails to deliver any  volumes of gas which it is  obligated  to
     deliver  to the  other  Party and such  failure  is not  remedied  within a
     48-hour period.

10.2 Default Remedies. If a Party is in default, then the Performing Party shall
have, in addition to any and all other remedies available  hereunder or pursuant
to law, the right to withhold or suspend  deliveries/receipts  or payment and/or



to  specify  an Early  Termination  Date  and to  liquidate  any or all  Forward
Contracts  (including any portion of a Forward Contract not yet fully delivered)
then outstanding at any time or from time to time thereafter by:

          (i) closing out each Transaction  being liquidated at its Market Value
     so that each such  Transaction  is canceled and a settlement  payment in an
     amount equal to the  difference  between such Market Value and the Contract
     Value of such  Transaction  shall be due to the Buyer under the Transaction
     if such Market Value  exceeds the  contract  Value and to the Seller if the
     Contract Value exceeds the Market Value;
          (ii)  discounting  each amount then due under  subsection (i) above to
     present  value  in a  commercially  reasonable  manner  as of the  time  of
     liquidation to take into account the period between the date of liquidation
     and the date on which such amount would have otherwise been due pursuant to
     the relevant Transaction; and
          (iii) netting or aggregating,  as  appropriate,  any or all settlement
     payments under this Contract  (discounted as  appropriate).  The net amount
     due any such  liquidation  shall be paid by the  close of  business  on the
     Business Day following the Early Termination Date.

The rate of interest used in  calculating  net present value shall be determined
by the Performing Party in a commercially reasonable manner.

10.3 Set-off. If a Party is in Default, at the election of the Performing Party,
any or all other amounts owing between the Parties under any contract may be set
off  against  amounts  owing under this  Contract  so that all such  amounts are
aggregated and/or netted to a single amount payable by one Party to the other.

                                   ARTICLE XI

Seller  shall  pay or cause to be paid  all  taxes  lawfully  levied  on  Seller
applicable to the Gas delivered  hereunder prior to its delivery to Buyer. Buyer
shall pay all taxes  lawfully  levied on Buyer  applicable  to such Gas upon and
after  delivery  to Buyer or for the  account  of Buyer.  If  Seller is  legally
obligated to collect any taxes from Buyer,  Seller shall have full  authority to
do so. If Buyer is exempt  from any taxes,  Buyer  shall  furnish  Seller with a
valid and properly  completed  resale or exemption  certificate  upon request by

                                   ARTICLE XII
                                  FORCE MAJEURE

12.1 Excuse for Force  Majeure.  Except with regard to a Party's  obligation  to
make  payments  due under this  Contract,  in the event  either  Party hereto is
rendered  unable,  wholly  or in  part,  by  Force  Majeure  to  carry  out  its
obligations,  then upon  notification  by telephone  with a  subsequent  written
notice setting forth the specifics  within a reasonable  time, but not in excess
of six (6) days after the  commencement  of the  failure to perform due to Force
Majeure,  the  obligations of the Party giving such notice,  insofar as they are
affected by such Force Majeure, from its inception,  shall be excused during the
entire period of any inability so caused but for no longer period.

12.2 Inclusions. The term "Force Majeure" as employed in this Contract will mean
any event  that  prevents  delivery  or receipt  of Gas at the  Delivery  Point,
including  acts  of  God,   strikes,   lockouts,   or  industrial   disputes  or
disturbances,  civil disturbances,  interruptions by government or court orders,
necessity for  compliance  with any court order,  law,  statute,  ordinance,  or
regulation promulgated by a governmental authority having jurisdiction,  acts of
the public enemy,  events  affecting  facilities  or services of  non-affiliated
third parties, or any other cause of like kind not reasonably within the control



of the Party  claiming  Force Majeure and which by the exercise of due diligence
such Party could not have prevented or is unable to overcome.

12.3  Exclusions.  The term Force  Majeure  specifically  excludes the following
occurrences or events:

          i) The curtailment of interruptible  or secondary firm  transportation
     unless primary, in-path, firm transportation is also curtailed;
          ii)  increases  or  decreases  in  Gas  supply  due to  allocation  or
     reallocation of production by well operators, pipelines, or other parties;
          iii) changes in market conditions or economic curtailment;
          iv)  loss of  markets  or Gas  supply  unless  such  loss  would  also
     constitute an event of Force Majeure under this Contract;
          v) failure of specific,  individual wells or appurtenant facilities in
     the absence of a Force Majeure event broadly  affecting  other wells in the
     same geographic area; and
          vi) regulatory disallowance of the pass through of the costs of Gas or
     other related costs.

                                  ARTICLE XIII
                            WARRANTIES AND LIABILITY

13.1 Seller Warranties. Seller warrants that all royalties, taxes and other sums
due on production  and  transportation  of the Gas to the Delivery  Point(s) are
paid,  and that it will  have the  right to convey  and will  transfer  good and
merchantable  title to all Gas sold hereunder and delivered by it to Buyer, free
and clear of any and all liens, encumbrances and claims.

13.2 Indemnity.  Subject to Section 16.8, each Party assumes full responsibility
and liability for and shall indemnify and save harmless the other Party from all
liability  and  expense on account of any and all  damages,  claims or  actions,
including  injury  to and death of  persons,  arising  from any act or  accident
occurring when title to the Gas is vested in the  indemnifying  Party unless the
act or accident was the result of the willful  misconduct or gross negligence of
the indemnified Party, its agents or assigns.

                                   ARTICLE XIV

All Gas delivered by Seller  hereunder  shall  conform to the heat,  quality and
delivery pressure specifications of Buyer's Transporter(s).

                                   ARTICLE XV

15.1  All  billings,  payments,  statements,  notices  and  communications  made
pursuant to this Contract shall be made as follows:

Notices, statements and invoices:                    Payments to Tenaska Marketing Ventures:
--------------------------------                     --------------------------------------

Tenaska Marketing Ventures                           Tenaska Marketing Ventures
11235 Davenport Street                               First National Bank of Omaha
Omaha, NE 68154                                      Omaha, NE 68154
Notices: Manager, Administration                     Account No.:         
Invoices: Gas Accounting                             ABA Routing No.:          
Gas Control: Director - Throughput Mgmt.             Federal Tax I.D. #:   -       
Phone: (402) 758-6128                                Duns #:          
Fax:     (402) 758-6250



Notices, statements and invoices:                             Payments to:
--------------------------------                              -----------

Warren Resources, Inc.                                        Big Basin Petroleum, LLC
c/o Millennium Gas Marketing, LLC                             LX CBM Operating Account
513 East Bismarck Expressway, Suite 6                         First National Bank of Gillette
Bismarck, ND 58504                                            Account No.:         
Notices: Claudia Bender, Vice President                       ABA Routing No.:          
Invoices: Gas Accounting                                      Federal Tax I.D. #:
Phone:   (701) 250-8585                                       Duns #:   -   -    
Fax:     (701) 250-8511

15.2  All  notices  required  hereunder  may be sent by  facsimile  or  mutually
acceptable  electronic means, a nationally recognized overnight courier service,
first class mail or hand delivered.

15.3 Notice shall be given when received on a Business Day by the addressee.  In
the absence of proof of the actual receipt date, the following presumptions will
apply.  Notices sent by facsimile shall be deemed to have been received upon the
sending  party's receipt of its facsimile  machine's  confirmation of successful
transmission,  if the day on which such  facsimile is received is not a Business
Day or is after 4:00 p.m. C.C.T. on a Business Day, then such facsimile shall be
deemed to have been  received  on the next  following  Business  Day.  Notice by
overnight  mail or  courier  shall be deemed to have been  received  on the next
Business  Day  after it was sent or such  earlier  time as is  confirmed  by the
receiving party. Notice via first class mail shall be considered  delivered five
Business Days after mailing.

                                   ARTICLE XVI

16.1 Transfer or  Assignment.  This Contract  shall be binding upon and inure to
the benefit of the successors,  assigns, personal representatives,  and heirs of
the  respective  Parties  hereto,  and the  covenants,  conditions,  rights  and
obligations of this Contract  shall run for the full term of this  Contract.  No
assignment of this contract, in whole or in part, will be made without the prior
written  consent  of  the  non-assigning   party,  which  consent  will  not  be
unreasonably withhold or delayed;  provided,  however, either Party may transfer
its  interest to any parent or  affiliate  by  assignment,  merger or  otherwise
without the prior approval of the other Party. Upon any transfer and assumption,
the  transferor  shall not be relieved  of or  discharged  from any  obligations
hereunder unless such assumption is made in the transfer/assumption agreement.

16.2  Severability.  If any term,  provision,  covenant,  or  condition  of this
Contract or the application thereof, to any party or circumstance, shall be held
to be  invalid  or  unenforceable  (in  whole or in part)  for any  reason,  the
remaining terms, provisions,  covenants, and conditions hereof shall continue in
full force and effect as if this  Contract had been executed with the invalid or
unenforceable portion eliminated.

16.3  Applicable Law. The Contract shall be governed in accordance with the laws
of the State of Nebraska  except for such laws concerning the application of the
laws of another jurisdiction.




16.5 Confidentiality.  The terms of this Contract,  including but not limited to
the price paid for Gas, the  identified  Transporter(s),  the  quantities of Gas
purchased or sold and all other  material  terms of this Contract  shall be kept
confidential  by the Parties  hereto,  and shall not be  disclosed  to any third
party  except to the extent that any  information  must be  disclosed to a third
party  for the  purpose  of  effectuating  transportation  of the Gas  delivered
hereunder or as may be required by law or regulation.

16.6  Non-Waiver.  Any waiver of any default  under this  Contract  shall not be
construed  as a waiver of any  future  defaults,  whether  of like or  different

16.7  Conflict  of  Terms.  In the case of  conflict  between  the  terms of any
Confirmation and the terms of this Contract, the terms of the Confirmation shall


16.9 Non-Recourse.  Without limiting the Company's ability to enforce its rights
under any guaranty provided to it by an affiliate of TMV, the obligations of TMV
under  this  Contract  shall  have  recourse  only to the  assets  of TMV and no
recourse to the  personal  assets of any partner in TMV or any  affiliate of any
partner in TMV, any  individual  controlling  person or any  officer,  director,
employee or stockholder thereof, or any successor thereto.

IN WITNESS  WHEREOF,  this Contract has been executed as of the date first above


By:      Tenaska Marketing, Inc.
         Managing General Partner

By:      /s/ Fred R. Hunzeker
   --------------------------                        ---------------------------
         Fred R. Hunzeker                             Title: Ops Manager

Date:    3-28-00                                     Date:    4-5-00