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Jean, I have reviewed Marathon's revisions to the CA. I agree that these changes are minor and I am OK with all of them except one. With respect to the stricken sentence in Paragraph 7, I would ask Marathon the reason for the strike. I think the sentence only reinforces the right to compete concept in the first sentence and further specify's the concept. I would be happy to discuss this further with Marathon. Thanks.
-----Original Message----- From: Mrha, Jean Sent: Tuesday, August 21, 2001 12:47 PM To: Nemec, Gerald Cc: Hodge, Jeffrey T.; Kitchen, Louise Subject: Marathon Confidentiality Agreement Importance: High Gerald, Please find attached our C.A. with Marathon's modifications. After receiving appropriate legal examination, I would like to turn around this C.A. A.S.A.P. (i.e., today). Best Regards, Jean -----Original Message----- From: Baillargeon, Paul R. [mailto:PRBaillargeon@MarathonOil.com] Sent: Tuesday, August 21, 2001 5:44 AM To: Mrha, Jean Cc: Madro, Walt J.; Lowden, Steve J. Subject: RE: Asset Management Outsourcing Arrangement Proposal Jean, Thanks for your note. Please find attached the CA with some minor changes. If acceptable please sign and return two copies for our signature. Also on a separate note, we have named a manager to pursue this strategy going forward. I would like to introduce you to Walt Madro on my return at the end of the week. Regards Paul -----Original Message----- From: Mrha, Jean [mailto:Jean.Mrha@ENRON.com] Sent: Monday, August 20, 2001 6:41 PM To: Baillargeon, Paul R. Subject: Asset Management Outsourcing Arrangement Proposal Importance: High Paul, As promised last week, please find attached to this correspondence a draft term sheet which outlines six potential asset management outsourcing arrangements. These various proposal structures signify initial steps representing general commercial concepts to be further refined by a transaction team. I know that you are out until Wednesday, but I would be interested in the status of the Confidentiality Agreement within Marathon's legal department. I look forward to hearing from you. Regards, Jean <<Outsourcing Proposal Structures.doc<< ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. **********************************************************************
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