Message-ID: <12383647.1075842606297.JavaMail.evans@thyme> Date: Wed, 9 Aug 2000 01:55:00 -0700 (PDT) From: halth@andrews-kurth.com To: gerald.nemec@enron.com, shonnie.daniel@enron.com Subject: Project 20/20 - Purchase and Sale Agreement Cc: brunm@andrews-kurth.com, rippr@andrews-kurth.com, taylr@andrews-kurth.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: brunm@andrews-kurth.com, rippr@andrews-kurth.com, taylr@andrews-kurth.com X-From: "HAL HALTOM" X-To: , X-cc: "Melinda Brunger" , "Roger Rippy" , "ROB TAYLOR" X-bcc: X-Folder: \Gerald_Nemec_Dec2000_June2001_1\Notes Folders\All documents X-Origin: NEMEC-G X-FileName: gnemec.nsf Attached for you review is a first draft of a Purchase and Sale Agreement for Project 20/20. At the request of Northern Border, this draft was based on the Purchase and Sale Agreement used by Northern Border and Enron to purchase the Big Horn membership interests. Since the Big Horn agreement was not executed until the closing, it does not include any closing conditions and certain other closing mechanics. Because the letter of intent for Project 20/20 identifies several issues that will require further negotiation with Northern Border, I assumed we would follow the same approach for this transaction and negotiate those issues with Northern Border and then execute the Purchase and Sale Agreement at the closing. If Northern Border now wishes to execute the Purchase and Sale Agreement before closing, we will need to complete our negotiations of the open issues and add the appropriate preclosing provisions to this draft, including closing conditions. Please call me with your comments to this draft. Thanks, Hal - HOU_562951_5.DOC