FW: OHIO MSG

FYI

-----Original Message-----
From: Neustaedter, Robert
Sent: Wednesday, November 28, 2001 5:40 PM
To: Steffes, James D.
Cc: Kingerski, Harry
Subject: OHIO MSG

The sales agreement provides that we may terminate the sales agreement immediately without any further obligation if we do not receive an allocation of market support generation.

An "event of default" under the sales agreement (e.g. filing of bankruptcy) will automatically establish an "Early Termination Date" and may trigger payment of an "Early Termination Payment".

I have not been able to find the provisions, yet, that would cause rescission of MSG. I will have to continue that in the morning.

However, as a nonlawyer, an interesting question arises in terms of chicken or the egg. It seems like it would be better to lose MSG and terminate the contract without any further financial obligation, than to be in default of the contract and pay an Early Termination Payment. Will continue to research in the morning.

Robert