Message-ID: <33450800.1075844474259.JavaMail.evans@thyme> Date: Thu, 9 Nov 2000 02:56:00 -0800 (PST) From: awaskow@exchange.ml.com To: sara.shackleton@enron.com Subject: Comments on your comments Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Waskow, Andrew (OGC)" X-To: "'Sara.Shackleton@enron.com'" X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Dear Sara: Attached are our proposed revisions to your revised annex I, which should appear in blue text. ASSIGNABILITY: We understand Enron's desire to have flexibility to assign obligations between affiliates, but cannot give consent to such assignment in advance, without considering all of the facts and circumstances of a particular assignment proposal. As an accommodation and clarification, we propose restoring the parenthetical. As we discussed earlier, we cannot agree to a listing of reasons why withholding of consent would not be considered unreasonable. LIMITED LIABILITY: We wish to ensure that paragraph 11(g) remains in full effect. I hope these revisions are acceptable. Please call me and we can coordinate the preparation of execution documents. Thanks, and best regards. Andy Waskow <> Andrew V. Waskow Vice President and Counsel Merrill Lynch & Co., Inc. 4 World Financial Center, Floor 12 New York, NY 10080 Phone: 212-449-5828 Fax: 212-449-0265 awaskow@exchange.ml.com - EnronAnnex1.doc