RE: Deerfield development agreement

Kay / Steve:

Attached are my comments. I've tried to address Kay's concerns below, and
agree with them wholeheartedly. From a commercial perspective, paragraph 6 is
a non-starter.

Let's discuss. Thanks.

Ben

-----Original Message-----
From: Mann, Kay
Sent: Wednesday, May 30, 2001 6:36 PM
To: Krimsky, Steven; Jacoby, Ben
Subject: Deerfield development agreement

Here are my initial comments:

There's no clear triggering event which would expedite the internal approval
process. For instance, paragraph 3 is a current obligation (re
landscaping). It would be easier to process this agreement if the
effectiveness of this agreement commences when we file for a building
permit. I understand that we would have to pay some of this prior to the
time the permit is issued, but again, magic words help.

Paragraph 6 on right of first refusal for power. Looks like a free call for
the next 30 years. Just want to make sure you've bought in on this. Other
than the obvious valuation impact, it could impact a purchaser's ability to
obtain project financing.

Kay