At Bill's request, I am attaching his comments to the latest draft of the 
agreement. Barbara 

Barbara H. Radmonovich 
Locke Liddell & Sapp LLP 
600 Travis 3300 Chase Tower 
Houston, Texas 77002 
713/226-1310 
FAX: 713/223-3717 
bradmonovich@lockeliddell.com <mailto:bradmonovich@lockeliddell.com> 


-----Original Message----- 
From: Swanstrom, Bill 
Sent: Tuesday, May 22, 2001 5:13 AM 
To: 'Thompson, Peter J.'; taylor.terry@corp.sysco.com; 
katz.aaron@corp.sysco.com; Swanstrom, Bill 
Cc: Chuck Randall (E-mail); Hector Gutierrez (E-mail); Debbie Asmus 
(E-mail); Mike Smith (E-mail); Chris Riley (E-mail); 
elizabeth.sager@enron.com; Radmonovich, Barbara 
Subject: RE: Sysco Energy Services and Sales Agreement 

The following are my thoughts on the draft (without discussion with Sysco): 

1.? In Section 1.3.2, why should curtailed usage be applied towards Excess 
Usage?? How is EESI at risk if Actual Usage (not including curtailed energy) 
is within the permitted band?? Same comment in Section 2.2.4.

2.????? In Section 3.5, if we don't elect to treat the Facility as a Closed 
Facility for purposes of Schedule 2.0 within 24 months, your draft would have 
us making Deficiency Usage payments forever, which is inconsistent with the 
rationale you provided for requiring a 24 month cut-off.? We assumed that 
after 24 months, if we didn't make an election, we would be required to make 
an Early Termination Payment. 

3.????? In Section 3.6, I will send some changes that reflect the fact that 
we can substitute a Closed Facility with multiple Substitute Facilities, so 
long as we bear any additional costs (which I think is what we discussed).? 
Also, in the last sentence of that Section, we had discussed treating Excess 
and Deficiency Usage situations the same as we usually do, which means that 
EESI might end up owing Sysco money for such Usage.? I'll send proposed 
changes on this point.

4.????? In Section 4.6, the language you deleted still needs to apply to 
(b)(iii), unless EESI is willing to agree to continue to be obligated.

I'll follow up with a mark-up later. 

Thanks. 


H. William Swanstrom 
Locke Liddell & Sapp LLP 
bswanstrom@lockeliddell.com <mailto:bswanstrom@lockeliddell.com> 
(713) 226-1143 
? 

-----Original Message----- 
From: Thompson, Peter J. [mailto:pthompson@akllp.com] 
Sent: Tuesday, May 22, 2001 12:02 AM 
To: taylor.terry@corp.sysco.com; katz.aaron@corp.sysco.com; 
bswanstrom@lockeliddell.com 
Cc: Chuck Randall (E-mail); Hector Gutierrez (E-mail); Debbie Asmus 
(E-mail); Mike Smith (E-mail); Chris Riley (E-mail); 
elizabeth.sager@enron.com 
Subject: Sysco Energy Services and Sales Agreement 

??? 
??????? Pursuant to the request of our client, Enron Energy Services, 
Inc., attached please find a clean copy of the most recent draft of the 
Sysco Energy Services and Sales Agreement (second document below), as 
well as a blackline (first document below) showing changes to the 
version sent to Sysco on May 18.? The 80% of Anticipated Usage concept 
could not be included in Section 3.5 due to time constraints.? Section 
3.5 will be revised to include such concept and provided as soon as 
possible. 
?<<Sysco Energy Sales and Service Agt - 5/21 blackline.DOC>>? <<Last 
Energy Sales Agreement to Sysco.DOC>> 

? 
 - 52201 redline Energy Sales Agreement to Sysco1.DOC