Enron Mail

From:stuart.zisman@enron.com
To:<v.".'"proctor@enron.com<
Subject:RE: DRAFT 2/27/02
Cc:chris.meyer@enron.com
Bcc:chris.meyer@enron.com
Date:Wed, 27 Feb 2002 10:32:01 -0800 (PST)

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 <<