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Enron Mail |
I responding to your comments as follows:
Sect. 1.9. The second to last sentence in the definition of Cumulative Net Revenues duplicates part (but not all) of the first sentence of Section 7.2 with regard to what is included in Cumulative Net Revenue. . . . Perhaps the make-up of Cumulative Net Revenue should be covered in just one place or, as an alternative, the definition 1.9 could cross-reference 7.2. You're absolutely right. The "and, for purposes of Section 7.1, Section 7.2" reference is a bust. I've recast the sentence as "The calculation of Cumulative Net Revenues is made expressly subject to Sections 2.10 and 7.2." I don't believe the language of Sect. 7.2 regarding the make-up of Cumulative Net Revenue is intended to be only "for purposes of Section 7.1" as the wording of 7.2 suggests. I included that to avoid any unintended consequences in the event we later use "Cumulative Net Revenue" in other contexts for which it wouldn't be appropriate to include such refund-revenues; but if you believe it's confusing, I'll delete the clause. Sect. 3.3. I would delete part (i) if the last sentence. It would be illegal and contrary to this Agreement for MEH (or Peoples) to charge a rate above the maximum, so it seems inappropriate to suggest that MEH can collect a fee for doing this. Per our discussion, I agree that it seems inappropriate to contemplate knowing violations of federal law. I'll soften it so it will have a better chance of not raising regulatory hackles. Perhaps we should just make Peoples responsible for all refunds. Let me know what you think. That would be easier, but it seems fair that we should be responsible for risks we knowingly or recklessly assume. Also, 6 lines from the end of 7.2, I think the reference to 7.2 (ii) is a typo. I believe it's just 7.2. It's now changed. Sect. 18.3. Do we want to include any work related to the Governmental Approval as "ordinary course"? My inclination is to not include it, so as to avoid arguments with Peoples over what's extraordinary and what's ordinary in this context. As always, I thank you for your help. DT David A. Tucker Bracewell & Patterson, L.L.P. Pennzoil Place, South Tower 711 Louisiana Houston, Texas 77002 Phone: (713) 221-1414 Fax: (713) 221-1212 Email: dtucker@bracepatt.com
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