Message-ID: <6670790.1075861979241.JavaMail.evans@thyme> Date: Wed, 31 Oct 2001 08:55:44 -0800 (PST) From: legal <.taylor@enron.com> To: s..bradford@enron.com Subject: 3-WAY CONFIRM TEMPLATE.doc Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Taylor, Mark E (Legal) X-To: Bradford, William S. X-cc: X-bcc: X-Folder: \MTAYLO1 (Non-Privileged)\Taylor, Mark E (Legal)\Sent Items X-Origin: Taylor-M X-FileName: MTAYLO1 (Non-Privileged).pst Each of the parties to this Agreement recognizes and acknowledges that the = parties are acting and agreeing to perform their obligations hereunder in r= eliance upon (i) the timely execution and delivery by [legal name of other = counterparty] ("Third Party") and Party A of a transaction in substantially= the form attached hereto as Exhibit A ("Third Party Transaction A") and wo= uld not otherwise agree to execute, deliver and perform under this Agreemen= t if Third Party and Party A were not contemporaneously executing and deliv= ering Third Party Transaction A and (ii) the timely execution and delivery = by Third Party and Party B of a transaction in substantially the form attac= hed hereto as Exhibit B ("Third party Transaction B") and would not otherwi= se agree to execute, deliver and perform under this Agreement if Third Part= y and Party B were not contemporaneously executing and delivering Third par= ty Transaction B. The effectiveness of this Agreement shall be subject to = the condition that contemporaneously with the execution and delivery of thi= s Agreement Party A and Third Party execute and deliver Third Party Transac= tion A and Party B and Third Party execute and deliver Third Party Transact= ion B.