Message-ID: <8088481.1075845972839.JavaMail.evans@thyme> Date: Thu, 4 Jan 2001 07:14:00 -0800 (PST) From: kay.mann@enron.com To: jeffrey.hodge@enron.com, barbara.gray@enron.com Subject: RE: 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: Jeffrey T Hodge, Barbara N Gray X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf I'm having trouble with Ben directing outside counsel. I'm going to discuss it (politely), but I just want you to know what's up. Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 01/04/2001 03:12 PM --------------------------- From: Ben F Jacoby @ ECT 01/04/2001 02:57 PM Sent by: Ben Jacoby@ECT To: "Campbell, Carolyn" @ ENRON cc: "'kay.mann@enron.com'" @ENRON, "Keffer, John" @ENRON, Fred Mitro/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron Subject: RE: Turbine / Transformer Prototype Documents Please provide me with copies of these documents, and we'll make the changes. Thanks. Ben "Campbell, Carolyn" on 01/04/2001 01:40:40 PM To: "'Ben.F.Jacoby@enron.com'" cc: "'kay.mann@enron.com'" , "Keffer, John" Subject: RE: Turbine / Transformer Prototype Documents Ben: Substantive revisions were made (changing the earnest money concept to a development fee concept, more complete termination provisions, replacing confidentiality provisions with reference to a confidentiality agreement, elimination of provisions addressing mediation) and the prototype documents were recirculated on 12/15/2000. However, the 12/15/2000 drafts of the documents make specific references to NRG Thermal and contain specific dates that would no longer be relevant. We would recommend further revision to address these matters before circulating for another potential transaction. Carolyn Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) CCAMPBELL@KSLAW.COM -----Original Message----- From: Ben.F.Jacoby@enron.com [mailto:Ben.F.Jacoby@enron.com] Sent: Thursday, January 04, 2001 1:19 PM To: Campbell, Carolyn Cc: Kay.Mann@enron.com; Fred.Mitro@enron.com; Chris.Booth@enron.com Subject: Re: Turbine / Transformer Prototype Documents Carolyn: Are these the most recent form documents, or were there any material changes made when we were dealing with NRG on the LM6000s? Please let me know. Regards, Ben "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. (See attached file: 2RZ501!.DOC) (See attached file: 2R6LRED.DOC) (See attached file: 2RZ601!.DOC) (See attached file: 2RLSRED.DOC) (See attached file: 2RZ5RED.DOC) (See attached file: 2RZ801!.DOC) (See attached file: 2RSWRED.DOC) 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.