Concur.

 -----Original Message-----
From: 	Fossum, Drew  
Sent:	Wednesday, September 26, 2001 9:59 AM
To:	Gadd, Eric; McCarty, Danny; Hayslett, Rod
Cc:	Miller, Mary Kay; Place, Janet
Subject:	ANNGTC Confidentiality Agreement

I have reviewed the ANNGTC confidentiality agreement (the two page letter agreement included in the package) and have several comments.  I've attempted to briefly explain the basis for each change in brackets after the change.  I'm circulating these by this email so you all can jump in if you have further comments.  Please give me a call if you have any questions or comments.  DF

--in the second paragraph, line 2, after "concerning" add: ", without limitation,"  [I don't know exactly what the disputed issues under the old partnership agreement are at this time, and don't want this signed letter agreement used as a basis for someone's claim that we've waived an argument.]

--second paragraph, lines 4-9:  delete the sentence beginning with "Furthermore" and ending with "Partnership."  [This sentence serves no purpose but to assert an interpretation of section 4.4.4 of the Partnership Agreement.  Since that section apparently (Foothills and Westcoast believe) limits the rights of the withdrawn partners, I'd prefer to let section 4.4.4  speak for itself and not have us sign any documents that arguably endorse any parties' interpretation of that language.]

--page 2, line 1:  after "(b) your" add:  "execution of this agreement and".  [I'd like to broaden our protection so our signing of this letter agreement cannot be argued to constitute a waiver of any argument or otherwise compromise our position.]

--page 2, Section 2.(c), line1:  after the words "not be used" add:  "by the Receiving Party".  [Any party that currently has information should be able to use that information for any purpose it wants in the future--including as evidence in a fight about the Partnership Agreement.  That should be true whether the party having such information chooses to disclose it to someone else under this letter agreement or not.   The restriction on use should be limited to that information that a party obtains solely due to another parties' disclosure pursuant to this letter agreement.  I suspect that's what they intended, but it needs clarification.]