Jim, if we delete current Section 4.3, then we would like to reinsert the 
"negligence" clauses in Section 4.2 (I don't remember how they got negotiated 
out in the first place).  So it would read:

4.2  a.  TW shall release, protect, indemnify, defend and hold harmless EPFS, 
its affiliated companies and officers, directors, employees, and agents and 
servants, contractors and subcontractors ("Indemnified Party" or "Indemnified 
Parties") from and against that portion of the liabilities, losses, claims, 
damages, penalties, causes of action, suits (including suits for personal 
injuries or death or property damage and including reasonable attorneys' fees 
and expenses) caused or contributed to by the negligence of TW or its 
agent(s) arising out of or in connection with its obligations under the terms 
of this Agreement.

b.  EPFS shall release, protect, indemnify, defend and hold harmless TW and 
its Indemnified Parties from and against that portion of the liabilities, 
losses, claims, damages, penalties, causes of action, suits (including suits 
for personal injuries or death or property damage and including reasonable 
attorneys' fees and expenses) caused or contributed to by the negligence of 
EPFS or its agent(s) arising out of or in connection with its obligations 
under the terms of this Agreement.

c.  [same as current version]
d. [same as current version]







"Wright, Jim (Legal)" <WrightJ.legal@epenergy.com> on 09/29/2000 04:07:36 PM
To: "'Susan.Scott@enron.com'" <Susan.Scott@enron.com>
cc: "Aucoin, Darin" <AucoinD@EPEnergy.com> 

Subject: TW/EPFS Interconnect Agmt


Susan-
See what you think of using the following in Section 4.2 and deleting
Section 4.3 in its entirety and replacing it with the below:

Section 4.2
  a.  TW shall release, protect, indemnify, defend, and hold harmless EPFS,
its affiliated companies and officers, directors, employees, agents and
servants, contractors and subcontractors ("Indemnified Party" or
"Indemnified Parties") from and against any and all liabilities, claims,
damages, penalties, causes of action, suits (including suits for personal
injuries or death or property damage and including reasonable attorney's
fees and expenses) in any way directly or indirectly arising out of or in
connection with TW's performance of its obligations under the terms of this
Agreement.
  b.   EPFS shall release, protect, indemnify, defend, and hold harmless TW
and its Indemnified from and against any and all liabilities, claims,
damages, penalties, causes of action, suits (including suits for personal
injuries or death or property damage and including reasonable attorney's
fees and expenses) in any way directly or indirectly arising out of or in
connection with TW's performance of its obligations under the terms of this
Agreement.

Section 4.3
In no event shall either party be responsible for the gross negligence or
wilfull misconduct of the other party or their Indemnified Parties.


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