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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Dan J Hyvl X-To: Kevin Ruscitti X-cc: X-bcc: X-Folder: \Kevin_Ruscitti_Dec2000\Notes Folders\Discussion threads X-Origin: Ruscitti-K X-FileName: kruscit.nsf Kevin, As we discussed, here are the changes I feel need to be made to the form before Enron North America Corp. can agree to use it. 1. Change 1.1 to read as follows: This Agreement shall be effective upon its execution and shall continue in full force and effect through December 31, 2000. 2. Change 3.1 to read as follows: Upon not less than 36 hours advance notification by Vector, Seller shall be obligated to sell and deliver to Vector, and Vector shall be obligated to purchase and receive from Seller, at the time stipulated by Vector in the advance written notification, at a Point of Sale, a quantity of gas equal to Seller's PSQ for such Point of Sale, as specified in Exhibit A to this Agreement. The parties agree that time is of the essence in this Agreement.. 3. Add 4.2 to read as follows: 4.2 If Vector fails to purchase and receive from Seller the quantity of gas required to be purchased and received by it under Article 3.1 for any reason other than the occurrence of an event of Force Majeure, Vector shall indemnify Seller and shall be liable to pay Seller an amount equal to the difference between the price that would have been paid to Seller and the Gas Daily low price, set forth in Gas Daily under the heading "Daily Price Survey" under the listing applicable to Chicago and using the low price in the range of prices published for the day that Vector failed to perform multiplied by the volume Vector failed to purchase and receive from Seller for such day. 4. Add the following language at the end of 9.1. For breach of any provision for which an express remedy or measure of damages is herein provided, such express remedy or measure of damages shall be the sole and exclusive remedy hereunder. If no remedy or measure of damages is expressly herein provided, the obligor's liability shall be limited to direct actual damages only, such direct actual damages shall be the sole and exclusive remedy hereunder and all other remedies or damages at law or in equity are waived. Unless expressly herein provided, neither party shall be liable for consequential, incidental, punitive, exemplary or indirect damages, lost profits or other business interruption damages, in tort, contract, under any indemnity provision or otherwise. 5. Add the following Seller's information in 10.1. Enron North America Corp. P. O. Box 4428 Houston, Texas 77210-4428 Attn: Documentation and Deal Clearing Desk Facsimile No. (713) 646-4816.
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