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I will revise. I am working on the escrow agreement; please remember
that we still need at least one internal approval. -----Original Message----- From: Stuart.Zisman@enron.com [mailto:Stuart.Zisman@enron.com] Sent: Wednesday, February 27, 2002 12:32 PM To: Proctor, Shemin V.; Joe.Parks@enron.com Cc: Chris.Meyer@enron.com Subject: RE: DRAFT 2/27/02 My thoughts are as follows: 1) Generally looks good 2) What about Governing Law? 3) What about a provision that makes it clear that Buyer cannot offset this payable against any other amounts that may be owed to Duke or its affiliates 4) In the as-is section - my guess is that they will object to the absence of some title rep. I am ok to provide a special warranty as to title to the gas but not other reps Please revise accordingly ASAP and forward to Duke for their consideration. Shemin - Joe can provide you with an email address for the commercial contact and my guess is that you have the necessary contact info for Duke's counsel. Joe - do we know what bank we are going to use. Shemin - what about the draft of escrow agreement? -----Original Message----- From: "Proctor, Shemin V." <sproctor@akllp.com<@ENRON Sent: Wednesday, February 27, 2002 12:14 PM To: Parks, Joe Cc: Zisman, Stuart; Meyer, Chris Subject: DRAFT 2/27/02 <<Redline_.rtf<< Here is the revised draft. I spoke with the Duke attorney and he is taking "let me see it and I'll let you know" approach so let me know if you have any additional changes and I will send it over to him. Also, it is my understanding that we must now have a Weil Gotschal bankruptcy attorney sign off on the deal so I am trying to find out who that person is and what needs to be done. - Redline_.rtf << File: Redline_.rtf << ********************************************************************** 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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