Looks like the changes are relatively minor, but I feel better!
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/21/2000 03:40 
PM ---------------------------


"William J. Harmon" <wjharmon@JonesDay.com> on 11/21/2000 02:51:55 PM
To: "Boyd J. Springer" <bjspringer@JonesDay.com>
cc: gregg.penman@enron.com, Kay.Mann@enron.com 

Subject: Re: Peoples Transaction



Attached is the "term sheet" with some suggested revisions (identified by
strikethrough and underlining).  We suggest that you simply call the "late
charges" interest rather than any other term.  This type of business
transaction is exempt from the usury statute in terms of any maximum rate
and thus it is best to make it clear that the late charge is "interest"
rather than something else.  The other changes I made were merely to
clarify the method of calculating the interest on overdue amounts.  I note
the the contract you provided does include a provision for interest on
overdue invoice amounts.  Under the contract, interest is the Citibank
prime rate.  I assume you will set this term sheet up as an amendment to
the agreement.
(See attached file: Payment Delay Term Sheet.doc)

Please contact us if there are any other questions.

Bill Harmon
wjharmon@jonesday.com
312-269-4160
Fax: 312-782-8585



                    Boyd J. Springer
                    Extension 54151      To:     Kay.Mann@enron.com
                                         cc:     gregg.penman@enron.com,
                    11/21/00 11:52         William J. Harmon/JonesDay@JonesDay
                    AM                   Subject:     Re: Peoples Transaction
                                           (Document link: William J. Harmon)




Kay: Bill Harmon from our office (312-269-4160) is reviewing the material
re deferred payment and will get back to you.

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 - Payment Delay Term Sheet.doc