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Enron Mail |
Pat,
I have reviewed this agreement and provided my comments under a separate email. I would appreciate your review of Section 4.14 in particular, given your familiarity with the compensation plans and benefit plans. In terms of timing, your comments probably can go into the next draft, but if you have a chance to look at 4.14 today, it would be great! Thanks a lot! Michelle ---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/18/2000 06:30 AM --------------------------- From: Anne C Koehler on 10/17/2000 09:13 AM To: Louis Soldano/ET&S/Enron@ENRON, Rhett Jackson/HOU/ECT@ECT, Morris Richard Clark/HOU/ECT@ECT, David Marshall/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT cc: Barbara N Gray/HOU/ECT@ECT Subject: Project Triple Lutz Attached please find a revised draft of the Purchase and Sale Agreement prepared in response to Bidder A's comments. Please review your sections and provide me with any comments today. We plan to circulate to the other side this afternoon. thanks Anne C. Koehler Sr. Counsel, ENA EB 3832 713-853-3448 ----- Forwarded by Anne C Koehler/HOU/ECT on 10/17/2000 09:08 AM ----- "Collins, Christopher" <chriscollins@velaw.com< Sent by: "Lowell, Katrina" <klowell@velaw.com< 10/16/2000 04:25 PM To: "Lee Jacobe (E-mail)" <ljacobe@lehman.com<, "'bgray@enron.com'" <bgray@enron.com<, "Detmering, Timothy (Enron)" <timothy.j.detmering@enron.com<, "'patrick.wade@enron.com'" <patrick.wade@enron.com<, "'anne.c.koehler@enron.com'" <anne.c.koehler@enron.com< cc: "Wills, Anthony" <awills@velaw.com<, "Collins, Christopher" <chriscollins@velaw.com< Subject: Project Triple Lutz Attached is a mark-up of the PSA with Bidder A, which incorporates most of the Bidder A's comments. As discussed, we have attempted to include those comments proposed by Bidder A when possible and yet preserve the more important "materiality protections for Seller. The draft is marked against Seller's bid document form, however, I have asked Lehman to send to me electronically the Bidder A form. Upon receipt, I will prepare and distribute to you a compare-rite which will show the Bidder A comments which we didn't accept. In this draft, please note the following: 1. Enron should confirm and advise whether the delayed closing date (April 2001) as reflected in Section 3.1 is acceptable. 2. The tax provisions include V&E's comments, however Enron Tax personnel should consider carefully the "after tax basis" concept and definition, Section 4.9 and Article 11. 3. The appropriate Enron business people should provide input regarding the proper thresholds and amounts for (i) the Deductible Amount, (ii) the liability cap, (iii) Section 4.13 and Section 6.3. 4. The appropriate Enron business people should provide input regarding the provisions in Section 4.16 (Insurance) including the continuing post-closing insurance obligations. 5. The appropriate Enron personnel should advise us regarding the proper procedures for Buyer to participate (observatory capacity) in the post-signing business in accordance with Section 7.15. Once you have had the opportunity to review the attached agreement, please give me a call to set up a time to discuss your comments and required revisions. <<Triple Lutz:Redlined PSA.DOC<< - Redlined PSA.DOC
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