From a commercial perspective, this is fine with me.  I leave it to Jim to confirm that this is acceptable from the legal perspective.
CF


-----Original Message-----
From: Annette.Spencer@ubsw.com [mailto:Annette.Spencer@ubsw.com]
Sent: Thursday, September 27, 2001 12:06 PM
To: Freeland, Clint
Cc: Nogid, Jeff; Christine.Lee@ubsw.com; Shackleton, Sara; Armogida,
Jim; Annette.Spencer@ubsw.com
Subject: RE: Equity Forward Contract


     Clint / Jim,
     
     Have amended the number (and added a reference to the Treasury 
     office):
     
     "Such Non-Affected Party will use commercially reasonable
     efforts to promptly confirm the transmission of such facsimile notice 
     by telephone (telephone number 1-800-973-6766, attention Enron 
     Treasury Office) to the Affected Party, provided however, that failure 
     to so confirm will not in anyway invalidate the effectiveness of a 
     notice by facsimile transmission."
     

Please confirm this is now acceptable.

Any questions - don't hesitate to contact me, 203 719 5493

Regards,
Annette Spencer


______________________________ Reply Separator 
_________________________________
Subject: RE: Equity Forward Contract
Author:  Clint.Freeland (Clint.Freeland@ENRON.com) at unix,mime
Date:    9/27/01 11:38 AM


Christine -
Sara is out of the office for the rest of the week, but I understand why 
you guys have trouble with me specifically being listed.  Instead of my 
number being put in there, can we just use the general Enron Corp phone 
number (1-800-973-6766) and have UBS ask to be connected to the 
Treasurer's office.  There will always be a person there to take the 
call, and you will always be directed to the right person regardless of 
what employee reassignments may occur between now and then.
     
Jim, what do you think of this?  Christine, since Sara is out, would you 
please include Jim Armogida on the distribution list.  Thanks.
CF
     
     
-----Original Message-----
From: Christine.Lee@ubsw.com [mailto:Christine.Lee@ubsw.com] 
Sent: Thursday, September 27, 2001 9:06 AM
To: Shackleton, Sara
Cc: Freeland, Clint; Nogid, Jeff; Annette.Spencer@ubsw.com 
Subject: Equity Forward Contract
     
     
Sara,
     
Thank you for reviewing and returning the equity forward confirmations 
so promptly.    We have reviewed the handwritten comment on page 8 of 
the contract and unfortunately cannot accept the language as presented. 
 Our concern is that if we are unable to get through to Clint for any 
reason (either speaking to him directly or getting voice mail), the 
termination notice would not be effective.
     
We propose to insert the following language instead:
     
     
        "Such Non-Affected Party will use commercially reasonable
efforts 
to 
     promptly confirm the transmission of such facsimile notice by 
     telephone (telephone number 713-345-7538) to the Affected Party, 
     provided however, that failure to so confirm will not in anyway 
     invalidate the effectiveness of a notice by facsimile 
transmission."
     
     (insert as the last sentence of the third paragraph under 
"Additional 
     Termination Event".)
     
Please let me know if this works for you.  If so, we will produce new 
contracts with the language and send it back to you for another round 
of signatures.
     
Please call me if you have any questions.  I apologize for any 
inconvenience this may cause.
     
Regards,
Christine
203-719-8354
     
     
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