Stuart,

Per our discussion of earlier this afternoon, I am forwarding a series of e:mails that contain the latest drafts of the three principal documents--the SPA, the Asset Management Agreement, and the Brokerage Agreement--as well as the Schedules & Exhibits to the SPA.  The SPA and the Schedules/Exhibits are ENA's latest drafts and the other two documents are AIG (Milbank Tweed's) responses.

Heather Kroll and I plan to meet at Bracewell tomorrow morning at 9:00a.m.  The AIG/Milbank folks are expected to arrive around 10:00, and we believe you could provide valuable input should you be in a position to attend on such short notice.  

As you will see from the Milbank markups a number of significant issues remain.  For example, their addition of (ii) to Section 8(c) of the Brokerage Agreement shows that AIG has yet to agree that ECT Securities liability for performance defaults should be limited to termination. 

Its going to be an interesting week.  Glad to have your insight.

Steve    


----- Forwarded by Steve Van Hooser/HOU/ECT on 05/07/2001 04:13 PM -----


	"Jay Sonnenberg" <jsonnenberg@bracepatt.com> 05/03/2001 07:42 PM 	   To: <bob.percopo@aig.com>, <christopher.lee@aig.com>, <michael.walsh@aig.com>, <JGrushkin@milbank.com>, <WBice@milbank.com>  cc: "Clark Thompson" <cthompson@bracepatt.com>, <Heather.Kroll@enron.com>, <ozzie.pagan@enron.com>, <steve.van.hooser@enron.com>, <swanita_99@yahoo.com>  Subject: Re: Securities Purchase Agreement (Highstar/ENA)	



Attached please find clean and black-lined versions of the SPA.  The black-lined version is marked to show changes against the draft distributed by MTH&M on April 27, 2001.  The riders distributed last night have been incorporated into this draft without any modifications.  Please note that in the interest of time, I am forwarding the attached without the benefit of review by ENA, and therefore it remains subject to any comments that they might have.

Best regards,

Jay



Jay Sonnenberg
Bracewell & Patterson, L.L.P.
711 Louisiana St., Suite 2900
Houston, TX  77002-2781
(713) 221-1417 (Ph)
(713) 221-2158 (Fax)



 - #1269388 vRED - SECURITIES PURCHASE AGREEMENT (AIG).doc 
 - #1269388 v10 - SECURITIES PURCHASE AGREEMENT (AIG).doc 
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/07/2001 04:13 PM -----


	"Jay Sonnenberg" <jsonnenberg@bracepatt.com> 05/04/2001 03:48 PM 	   To: <bob.percopo@aig.com>, <christopher.lee@aig.com>, <michael.walsh@aig.com>, <JGrushkin@milbank.com>, <WBice@milbank.com>  cc: "Clark Thompson" <cthompson@bracepatt.com>, <Heather.Kroll@enron.com>, <ozzie.pagan@enron.com>, <steve.van.hooser@enron.com>, <swanita_99@yahoo.com>  Subject: Exhibits & Schedules	



I have attached an initial draft of the Exhibits and Schedules to the Securities Purchase Agreement.

Best regards,
Jay

Jay Sonnenberg
Bracewell & Patterson, L.L.P.
711 Louisiana St., Suite 2900
Houston, TX  77002-2781
(713) 221-1417 (Ph)
(713) 221-2158 (Fax)



 - SPA DISCLOSURE SCHEDULE.doc 
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/07/2001 04:13 PM -----


	WBice@milbank.com 05/04/2001 04:56 PM 	   To: cthompson@bracepatt.com, Heather.Kroll@enron.com, ozzie.pagan@enron.com, steve.van.hooser@enron.com, swanita_99@yahoo.com, jsonnenberg@bracepatt.com  cc: bob.percopo@aig.com, christopher.lee@aig.com, michael.walsh@aig.com, JGrushkin@milbank.com  Subject: RE: Exhibits & Schedules	





Dear All, 

Please find attached hereto our comments to (1) the Brokerage Agreement; (2) the Riders to the Securities Purchase Agreement and (3) the Asset Management Agreement.  We have included clean and marked versions of each (marked versus the most recent drafts received from B&P).  Highstar has not reviewed in detail the drafts being distributed, and they remain subject to Highstar's comment.

In addition, we have not yet completed our review of the revised SPA.  However, we note two SPA-related issues that have arisen independent of the revised draft:

1.      As a condition to the Closing Date, Highstar requests that Seller provide it with a bringdown on the title policies to the Closing Date.

2.      Highstar believes that, due to, among other things, the uncertainty regarding the timing of receipt of the approval from the NCPUC, the "drop dead" date in the SPA should be extended to July 31.

We look forward to discussing the documents with you next week. 

Best regards, 

Bill 

 <<5-4 Clean AMA.doc>>  <<5-4AMARedline.doc>>  <<5-4BrokerageRed.doc>>  <<5-4Revised Brokerage.doc>>  <<Riders to SPA.doc>>  <<SPARidersRED.doc>> 

-----Original Message----- 
From:   Jay Sonnenberg [SMTP:jsonnenberg@bracepatt.com] 
Sent:   Friday, May 04, 2001 4:49 PM 
To:     bob.percopo@aig.com; christopher.lee@aig.com; michael.walsh@aig.com; JGrushkin@milbank.com; WBice@milbank.com 
Cc:     Clark Thompson; Heather.Kroll@enron.com; ozzie.pagan@enron.com; steve.van.hooser@enron.com; swanita_99@yahoo.com

Subject:        Exhibits & Schedules 

I have attached an initial draft of the Exhibits and Schedules to the Securities Purchase Agreement.  

Best regards, 
Jay 

Jay Sonnenberg 
Bracewell & Patterson, L.L.P. 
711 Louisiana St., Suite 2900 
Houston, TX  77002-2781 
(713) 221-1417 (Ph) 
(713) 221-2158 (Fax) 

 << File: SPA DISCLOSURE SCHEDULE.doc >> 

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 - 5-4 Clean AMA.doc 
 - 5-4AMARedline.doc 
 - 5-4BrokerageRed.doc 
 - 5-4Revised Brokerage.doc 
 - Riders to SPA.doc 
 - SPARidersRED.doc