Enron Mail

From:aroffwarg@bracepatt.com
To:ben.jacoby@enron.com, stuart.zisman@enron.com
Subject:Greystone/Haywood - Extension of Dates
Cc:chris.booth@enron.com, kay.mann@enron.com
Bcc:chris.booth@enron.com, kay.mann@enron.com
Date:Tue, 1 May 2001 11:49:00 -0700 (PDT)

Ben and Stuart,

Attached is Amendment #2 to the SPA reflecting the business terms Ben and I
discussed this afternoon. As you will see this structure (with the
promissory note) is different from the structure described by Steve Hase in
the attached email. Please let me know if the deal has evolved since our
latest discussions. Please note that this is being sent to ENA only. Please
call me with your comments at your earliest convenience. Best regards.


Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

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Date: Tue, 01 May 2001 16:32:21 -0400
Subject: Re: Greystone/Haywood - Extension of Dates
To: ALouison@hunton.com
Cc: ben.jacoby@enron.com, stuart.zisman@enron.com, aroffwarg@bracepatt.com,
prollin@aesc.com, mbarr@hunton.com
From: "Steve Hase" <shase@aesc.com<
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FILETIME=[800B0F40:01C0D27C]

Audrey,

Ben and I have reached an agreement which will be documented as follows:

1) Extension of Dates -- May 11 becomes May 9 (Wed)

2) Ben will edit the latest version of the Amendment #2 so that

a) on Aug 1, we pay the greater of the $1.5MM ($2.5 less $1 paid at
exercise) and the Additional Compensation (less the $1 MM)

b) a separate agreement whereby Corp guarantees the payment on Aug 1.

The intention is to sign the Amendment #3 before 5/9.

Thanks everyone for making this happen.

Steve Hase


- #1283523 v5 - AMENDMENT NO 2 TO SPA.doc