Message-ID: <5581964.1075845966259.JavaMail.evans@thyme> Date: Thu, 14 Dec 2000 08:57:00 -0800 (PST) From: kay.mann@enron.com To: suzanne.adams@enron.com Subject: Turbine / Transformer Prototype Documents Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Kay Mann X-To: Suzanne Adams X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Please print. ---------------------- Forwarded by Kay Mann/Corp/Enron on 12/14/2000 04:57 PM --------------------------- "Campbell, Carolyn" on 12/14/2000 04:26:00 PM To: "'Ben.F.Jacoby@enron.com'" cc: "'Kay.Mann@enron.com'" , "'Jim.Gilbert@enron.com'" , "'Dale.Rasmussen@enron.com'" , "Keffer, John" Subject: Turbine / Transformer Prototype Documents <<2RZ501!.DOC>> <<2R6LRED.DOC>> <<2RZ601!.DOC>> <<2RLSRED.DOC>> <<2RZ5RED.DOC>> <<2RZ801!.DOC>> <<2RSWRED.DOC>> We have enclosed initial drafts of the following documents: 1. Letter Agreement for the Turbine Transaction (clean copy and blacklined copy marked to reflect revisions from the current draft of the turbine letter agreement with Coral); 2. Letter Agreement for the Transformer Transaction (clean copy, blacklined copy marked to reflect revisions from the current draft of the transformer letter agreement with Coral, and blacklined copy marked to reflect revisions from the turbine letter agreement referenced as item no. 1 above); 3. Limited Liability Company Agreement (clean copy and blacklined copy marked to reflect revisions from the current draft of the LLC agreement for CA/ED-II). As mentioned on the telephone, I have retained a number of the representations and warranties requested by Coral, with modifications where necessary to eliminate those aspects which were objectionable to Enron. The justification for this is that nearly any purchaser would insist on such representations, and it is often more advantageous to present a draft that appears to be neutral, rather than allow the counterparty to focus on what is not there and then have the advantage of drafting precisely what it wants. Therefore, we suggest that Enron carefully review the representations and warranties in order that any objectionable items can be eliminated before circulation of documents to the counterparty. Because we rearranged and reorganized the representations and warranties to make a more clear presentation, the blacklined drafts will not be very helpful fur purposes of reviewing representations and warranties. Please review the enclosed at your convenience and advise of any comments. Thank you. Carolyn M. Campbell King & Spalding 713-276-73-7 (phone) 713-751-3280 (fax) ccampbell@kslaw.com Enclosures: 129569v1 129569v1 from 128541v14 129570v1 129570v1 from 129088v6 129570v1 from 129569v1 129572v1 129572v1 from 129344v1 Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. - 2RZ501!.DOC - 2R6LRED.DOC - 2RZ601!.DOC - 2RLSRED.DOC - 2RZ5RED.DOC - 2RZ801!.DOC - 2RSWRED.DOC