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Enron Mail |
---------------------- Forwarded by Randall L Gay/HOU/ECT on 04/04/2000 11:07
AM --------------------------- "Vanessa Wilson" <VWILSON@skadden.com< on 04/04/2000 10:30:48 AM To: alan.janna@enron.com cc: robtaylor@andrews-kurth.com, joana.ryan@enron.com, rgay@enron.com, roseann.engeldorf@enron.com, MTHURBER@mail5.allegro.net Subject: Fwd: GE Letter Agreement Alan, In response to your e-mail, the Letter Agreement has not been further revised since I sent it to you on March 30th (that e-mail is attached hereto). The open issues relate to the following items in Attachment 8 which contains certain provisions to be used as part of the "Base Agreement:" 1. The issue detailed in the attached of whether WestLB will indemnify GEII against actions of the Enron entity acting as "Agent." Rob Gay is reviewing this issue. This issue would impact Section 20.1(a). 2. The inclusion of certain language that Enron has requested which would more clearly establish that GEII's indemnity obligation includes consequential damage claims by third parties. The language at issue appears in Sections 20.1(b) and 27.2. At Brett Wiggs' request, Cheryl Costa is discussing the above issues with GEII. If you have any questions or comments or would like to discuss the foregoing, please contact me at 713-655-5102. ------------------------------------------------------ This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination, distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error, please immediately notify me at (212) 735-3000 and permanently delete the original and any copy of any e-mail and any printout thereof. Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request. Date: Thu, 30 Mar 2000 12:16:35 -0500 From: "Vanessa Wilson" <VWILSON@skadden.com< Cc: MTHURBER@skadden.com Subject: Fwd: GE Letter Agreement Mime-Version: 1.0 Content-Type: multipart/mixed; boundary="=_EEB7315F.5938C8D4" As requested, attached please find the e-mail I sent to Rob Gay to which the current draft of the Letter Agreement with GEII is attached and which briefly summarizes the indemnity issue we have been discussing. If you have any questions or would like to discuss the attached further, please feel free to contact me at 713-655-5102. Date: Tue, 28 Mar 2000 17:36:15 -0500 From: "Vanessa Wilson" <VWILSON@skadden.com< Cc: MTHURBER@skadden.com Subject: GE Letter Agreement Mime-Version: 1.0 Content-Type: multipart/mixed; boundary="=_EEB7315F.5839C9D5" Rob, Attached please find the current draft of the Letter Agreement (32581.7), including Attachment 8 (32573.7) which sets forth various provisions to be included in the Purchase Agreement. Article 20 regarding indemnification is included in Attachment 8. As we discussed, West LB has some concerns regarding including language in Article 20 which GEII requested by which West LB would indemnify GEII for Enron's acts (in its capacity as Agent). West LB has suggested they would be willing to undertake this obligation if they are reimbursed by Enron through the Acquisition and Development Agreement. Today, for the first time, West LB indicated that they may require a cap on this liability for Agent's acts in the Purchase Agreement. GEII has requested that West LB undertake this obligation and Enron has agreed to pursue it with West LB. In light of this, the language which would establish West LB's indemnity obligation for the Agent's acts is not included in the current draft of Attachment 8. Please let me know how you would like to proceed. As I mentioned, we are trying to finalize the Letter Agreement with GEII very shortly. I apologize for any confusion and look forward to working with you on this matter. If you have any questions or would like to discuss this matter further, please feel free to contact me at 713-655-5102. Thanks, Vanessa. - 32581_7.doc - 32573_7.doc - 32614_2.xls
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