I will revise. I am working on the escrow agreement; please remember
that we still need at least one internal approval.

-----Original Message-----
From: Stuart.Zisman@enron.com [mailto:Stuart.Zisman@enron.com]
Sent: Wednesday, February 27, 2002 12:32 PM
To: Proctor, Shemin V.; Joe.Parks@enron.com
Cc: Chris.Meyer@enron.com
Subject: RE: DRAFT 2/27/02


My thoughts are as follows:

1)  Generally looks good
2)  What about Governing Law?
3)  What about a provision that makes it clear that Buyer cannot offset
this payable against any other amounts that may be owed to Duke or its
affiliates
4)  In the as-is section - my guess is that they will object to the
absence
of some title rep.  I am ok to provide a special warranty as to title to
the gas but not other reps

Please revise accordingly ASAP and forward to Duke for their
consideration.
Shemin - Joe can provide you with an email address for the commercial
contact and my guess is that you have the necessary contact info for
Duke's
counsel.

Joe - do we know what bank we are going to use.  Shemin - what about the
draft of escrow agreement?

    -----Original Message-----
   From:   "Proctor, Shemin V." <sproctor@akllp.com>@ENRON
   Sent:   Wednesday, February 27, 2002 12:14 PM
   To:     Parks, Joe
   Cc:     Zisman, Stuart; Meyer, Chris
   Subject:  DRAFT 2/27/02

    <<Redline_.rtf>>
   Here is the revised draft. I spoke with the Duke attorney and he is
   taking "let me see it and I'll let you know" approach so let me know
if
   you have any additional changes and I will send it over to him.

   Also, it is my understanding that we must now have a Weil Gotschal
   bankruptcy attorney sign off on the deal
   so I am trying to find out who that person is and what needs to be
done.
    - Redline_.rtf << File: Redline_.rtf >>



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