1 EXHIBIT 10.23 Deal No. EU8289.1 [ENRON LETTERHEAD] CONFIRMATION (SWAP) Date: March 10, 1999 To: Inland Production Company ("Party B") Attention: Bill Pennington Fax No.: (303) 893-0113 From: Enron Capital & Trade Resources Corp. ("ECT") ("Party A") Re: Commodity Swap EU8289.1 The purpose of this letter is to confirm the terms and conditions of The Transaction entered into between us on the Trade Date specified below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the ISDA Mister Agreement specified below. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of May 17, 1996, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: GENERAL TERMS: Notional Quantity per Calculation Period: 40,000 Barrels per month Commodity: Crude Oil Commodity Unit: Barrels (BBL) ( 42 U.S. Gallons) Trade Date: March 10, 1999 Effective Date: April 01, 1999 Termination Date: December 31, 1999 Calculation Period(s): Each calendar month beginning with April 01, 1999 and ending December 31, 1999. Payment Date(s): The fifth (5th) Business Day succeeding the last Pricing Date for the applicable Calculation Period FIXED AMOUNT DETAILS: Fixed Price Payer: Party A 2 Deal No. EU8289.1 Fixed Price: US Dollars $14.54000 per Barrel FLOATING AMOUNT DETAILS: Floating Price Payer: Party B Floating Price and Pricing Date(s): The average of the daily settlement prices for the prompt month of the NYMEX Light Sweet Crude Oil Futures Contract for each NYMEX Trading Day for the applicable Calculation Period 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. In accordance with the procedures set forth in the Agreement, please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. Yours sincerely, Deal No. EU8289.1 Confirmed as of the date first above written: Enron Capital & Trade Resources Corp. Inland Production Company By: /s/ BILL I. PENNINGTON ------------------------------ By: /s/ MARY G. GOSNELL Name: Bill I. Pennington Name: Mary G. Gosnell --------------------------- Title: Agent And Attorney-in-Fact Title: Vice President/CFO --------------------------- OK /s/ Kyle R. Miller Co-CEO OK /s/ Arthur J. Pasmas Co-CEO