Message-ID: <28515672.1075845976009.JavaMail.evans@thyme> Date: Thu, 11 Jan 2001 07:07:00 -0800 (PST) From: kay.mann@enron.com To: ccampbell@kslaw.com Subject: Re: Prototype Letter Agreement Cc: ben.jacoby@enron.com, jkeffer@kslaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: ben.jacoby@enron.com, jkeffer@kslaw.com X-From: Kay Mann X-To: "Campbell, Carolyn" X-cc: Ben Jacoby, jkeffer@kslaw.com X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Carolyn, On the insurance, I would prefer that we go with set insurance requirements, $10m in coverage (without aggregate), deductible no greater than $25,000 for which they are responsible. We also need a Best rating of A-XIII or better. Also, we need a specific reference to the fact that the new member will be responsible for the insurance required in article 19.2 of the turbine contract. The certificate of insurance should be a buyer deliverable at closing. Would it be better to address our ability to put the member interest to them on or before [some date- maybe Dec 02], just to get it on the table? Term- I'm thinking we may want to be indemnified for longer than 60 days after commercial ops, as a claim could be brought against us for something they did (and for which we should be indemnified) for longer than that, but we would be out of luck, except to the extent insurance took care of it. Maybe we should address reps/warranties separate from indemnities, with the indemnities lasting longer. I'd make the confidentiality agreement last for 2 years in this deal. I'd broaden 9 (xii) to include the acquisition of the equipment, not just the facility agreement. 14. I would reformulate 14 to negotiate around the statement that the equipment is being acquired from ENA. I would also eliminate "or any other third party" on the fifth line. Defined terms: "Commercial operations" isn't in the definitions of the turbine contract, although there may be a definition imbedded in their somewhere (an EECC specialty). Please verify. Do we intend to attach a form LLC agreement? Thanks, Kay