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Enron Mail |
Craig,
Attached please find a revised draft of the Ormet Contract. I have incorporated the language from the Credit Worksheet prepared by Jason Williams. That language is included in Sections 4.2 and 4.3 of the Contract and in the definitions for Material Adverse Change, Guarantor, Funded Debt, Current Ratio, and Net Worth. Regarding Amy Baird's memo, I have made the requested changes in Article 3 of the Contract regarding changing "Schedule" and "Scheduled" to "deliver" and "delivered" and "receive" and "received". I did not add the language requested in (iii) because that language is already included in the definition of "Replacement Price Differential". I included the language she requested under (iv) as (iii) in Section 3.2 I omitted the last sentence relating to consequential damages of $1,000,000 per occurrence as we discussed and left in the language in Section 8.3 which limits the consequential damages to a maximum of $1,000,000 during the term of the Agreement. Likewise, I did not delete the language from Section 8.3 providing that the gas is being supplied solely on the express representations and warranties provided in the Agreement and that all other warranties are being waived. I did delete the language relating to Texas law and sentence starting with "Therefore, the Parties agree that (i) three" because we had agreed to delete the language from Section 4.1 which set forth the method of determining a party's liquidated damages. I added a sentence at the end of Section 8.5 relating to trial before the court with waiver of right to jury trial. I deleted the language relating to arbitration in Appendix 1. As we discussed, I did not make the change to force majeure. We need to discuss this. Our obligation should be limited to having firm transportation on one of the pipelines with interruptible transportation on the other. If the firm transportation is interrupted because of force majeure, our obligation should be limited to using commercially reasonable efforts to cause the volumes to be delivered via the other pipeline if there was available capacity on such other pipeline. Please review the contract and if you agree that it represents your understanding, you may forward it to the folks at Ormet. I will be out of the office on Monday, but will be available by phone.
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