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Pete,
Please call me after you have reviewed this. Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 12/20/2000 04:58 PM --------------------------- "George Kutzschbach" <gkutzschbach@fulbright.com< on 12/20/2000 04:54:24 PM To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, CCampbell@KSLAW.com, JKeffer@KSLAW.com cc: DPedigo@INTERGEN.com Subject: Sweetgum/ENA I have not yet received all of InterGen's comments on the documents, however, to expedite matters, I am passing on some additional comments on the letter agreements and the form of Facility Agreement to be attached to the letter agreements. Letter Agreements: Sections 3(a) and 3.(b) of all three letter agreements should be revised as noted in the attached form of letter agreement. Facility Agreements: 1. The second sentence of Section 17.4.1 of each of the Facility Agreements should be amended to read as follows: "If the Maximum Liability Amount (less any unpaid portion of the Purchase Amount) is greater than the Proper Scope Value the difference between such amount and the Proper Scope Value (the "Refund Amount") shall be settled between the parties in accordance with Section 17.4.4 below." This is the same comment I made earlier. 2. Exhibits B-1 and H-2 are blank and the corresponding exhibits from the master GE sales agreement should be attached to the Facility Agreement. 3. The cross-reference to Exhibit N-1 should be deleted from Exhibit I as Exhibit N-1 was deleted from the Facility Agreement. 4. Exhibit R is blank, however, it is unclear whether this Exhibit is still relevant. 5. Exhibit U appears to be incomplete and the reference back to Section 10.8.4 is unclear. I believe Tom Seigler brought this up point up with Ben before Coral left the proposed transaction. 6. The references throughout the Exhibits to "oF" should be corrected to contain the degree symbol.
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