Enron Mail

From:shari.stack@enron.com
To:deville@lcc.net, deville@lcc.net
Subject:Agreement re: Rhythms Net/LJM Assets
Cc:carol.clair@enron.com, mark.taylor@enron.com, richard.causey@enron.com,scott.sefton@enron.com
Bcc:carol.clair@enron.com, mark.taylor@enron.com, richard.causey@enron.com,scott.sefton@enron.com
Date:Fri, 10 Mar 2000 10:34:00 -0800 (PST)

Mike- I just spoke with fellow attorneys here in the Swap Group and was made
aware it would be more appropriate for Scott Sefton's group to handle the
drafting of an Agreement which entails Enron Corp. receiving all the assets
of the LJM Swap Sub and making a payment of $30 m. to LJM Equity Partners.

With respect to the Rhythms Net Options component, I have included below the
language which we discussed on the telephone. I would imagine this (or
something similar) would need to be included in the document that Scott's
group prepares.

I apologize for the mix-up.

Kind regards,

Shari Stack

____________________________

"Notwithstanding anything to the contrary contained in the Confirmations,
both Counterparty and Enron agree that Enron shall have the right to
prematurely terminate all the Transactions, in whole but not in part, on any
Exchange Business Day from and including March 8, 2000, to and including
April 28, 2000. If Enron wishes to terminate the Transactions, it may do so
by giving irrevocable written notice of such to Counterparty in accordance
with the 1996 ISDA Equity Derivatives Definitions (as published by the
International Swaps and Derivatives Association, Inc.).

If no such notice has been received by Counterparty at the close of trading
on the New York Stock Exchange on April 28, 2000, the Transactions shall be
deemed to have been automatically terminated on April 28, 2000, as of the
close of trading on the New York Stock Exchange."