Kim and John,
     I agree with Kim's second point.  I don't know how Ballentine's language works--there doesn't seem to be an offer and acceptance of anything specific.  I'd like to at least have a contract that has either been negotiated with the third party of the ability to negotiate it myself.  Can we clean this language up a little?

Dan

 -----Original Message-----
From: 	Wilkie, Kim  
Sent:	Monday, October 08, 2001 1:17 PM
To:	Millar, John
Cc:	McCarty, Danny
Subject:	RE: Agreement NEW LANGUAGE?

Thanks John.  For your convenience in reviewing the language, I have attached a redline copy that shows the changes that John made to our original language.  Regarding his changes:

1.	A big omission in his new section is the covenant  not to construct or cause to be constructed a natural gas pipeline within the right of way.  I thought that was a covenant we wanted.  If that is not the business deal, then the change is fine.
2.	I think a 10 business days is fine.  That being said, you usually don't indicate an acceptance of a right to match with the payment of the purchase offer.  We could submit a binding acceptance but I don't think we want to agree to pay the purchase price when all that Ballentine may put in front of us is a term sheet with the specifics of the deal to be negotiated.  I also don't think we want to go to the trouble of escrowing the money.  Maybe we could do an earnest money deposit but then we need to add language as to when we get it back.  (If you and Danny want to keep the submission of the purchase price, we need to include the language as to when we get the money back as well.)  The easiest fix for this deal is just saying we will submit a binding acceptance to their offer.

Let me know your thoughts.  Kim

 << File: right to match ballentine red.doc >> 

 -----Original Message-----
From: 	Millar, John  
Sent:	Monday, October 08, 2001 11:32 AM
To:	Wilkie, Kim; McCarty, Danny
Subject:	FW: Agreement NEW LANGUAGE?
Importance:	High

Here's John's response to the Right-to-Match language.  His client's main interest is in participating in the construction of new assets, which is the purpose of the last sentence.  This seems reasonable to me.  Dan suggested ten days response time, which John is agreeable to.  Please advise if we can work with this.

Kim, I believe I have the schedules, which I will fax to you for scanning.

Thanks,
John

 -----Original Message-----
From: 	"John Ballentine" <jballentine@id3energy.com>@ENRON  
Sent:	Monday, October 08, 2001 9:48 AM
To:	Millar, John
Subject:	RE: Agreement NEW LANGUAGE?
Importance:	High

John- try this on for size...I haven't vetted it on my end yet, but see how
you feel about it:

Section 4.06  Right to Match.
Buyer agrees that within one year of the Date of this Agreement if it
receives a bona fide offer (the "Purchase Offer") to acquire the right to
construct or to place into service natural gas and/or liquid pipelines
within the Company's right-of-way, Buyer will first, by written notice to
Seller, offer to Seller the right to construct or to place into service
natural gas and/or liquid pipelines within the Company's right-of-way on the
same terms and conditions as the Purchase Offer (the "ROFR Offer").  The
written notice provided by Buyer shall state (i) that Buyer has received the
Purchase Offer and intends to accept such Purchase Offer and (ii) the terms
and conditions of the Purchase Offer.  Seller shall have five (5) business
days from receipt of the ROFR Offer to indicate its willingness to match the
Purchase Offer by submitting by wire transfer to Buyer's designated bank
account the Purchase Offer in immediately available funds..  If Seller does
not indicate its willingness to match the Purchase Offer or does not respond
within five (5) days, then Buyer may consummate the transaction with the
counterparty, provided that the transaction consummated with counterparty is
on the same terms and conditions set forth in the ROFR Offer.  If the
transaction with counterparty is modified in any respect from that set forth
in the ROFR Offer, the modified terms and conditions shall be deemed to
constitute a new Purchase Offer and Seller shall be entitled to a new right
to match the Purchase Offer as set forth above in this Section 4.06.  In the
event that Seller matches the Purchase Offer by submitting funds to Buyers
designated bank account, Seller shall assume all other terms and conditions
of the Purchase Offer, including, but not limited to, any limitations,
restrictions or preferences of the selection of the construction company or
any other contractors normally associated with the construction, operation
and maintenance of gas and liquid pipelines.


-----Original Message-----
From: Millar, John [mailto:John.Millar@ENRON.com]
Sent: Monday, October 08, 2001 7:33 AM
To: jballentine@id3energy.com
Subject: Agreement


 <<PSA v4 10-04-.doc>>

Hey John.  Kim sent me this new version over the weekend.


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File: PSA v4 10-04-.doc >>

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