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Enron Mail |
terrific,thanks
"Beckworth, Melissa" <mbeckworth@velaw.com< on 12/06/2000 11:57:49 AM To: "Gay, Rob (Enron)" <rob.g.gay@enron.com< cc: Subject: FW: FW: Cuiaba sub-debt Rob - I just received your message about the loan extensions and Central Bank registrations. I have been working with Celso Bernardi, Rafael Rangel and Rick Hopkinson of Enron and Fabio Yamada and Irenne Yamanaka of Machado Meyer on this. Also, I am preparing sort of a "critical path" items checklist on the sub-debt that John Barquin and I are going to discuss with John Novak tomorrow at 9 a.m. After we work through it, I would be glad to forward it to you. In short and in answer to your specific question, as advised by Machado Meyer, I think that we will either be reissuing new promissory notes for all of the sub-debt with new maturity dates or entering into loan agreements between EPE and GasMat (as Borrowers) and then the respective Enron and Shell lenders to extend the maturity date to December 31, 2001 as the note from Celso below explains. Then we will just deliver request for extension letters to the Central Bank to request them to amend the registrations to reflect the new maturity date. This should all be done before the existing loans mature on December 31, 2000. Please let me know if you have any further questions for now and I will keep you apprised of any developments. Regards, Melissa -----Original Message----- From: Celso.Bernardi@enron.com [mailto:Celso.Bernardi@enron.com] Sent: Thursday, November 30, 2000 2:27 PM To: mbeckworth@velaw.com Cc: laine.a.powell@enron.com; richard.a.lammers@enron.com; john.novak@enron.com; mbeckworth@velaw.com; rob.g.gay@enron.com; Celso.Bernardi@enron.com; jbarquin@velaw.com; Rafael.Rangel@enron.com Subject: RE: FW: Cuiaba sub-debt Melissa, as agreed in the Cuiaba Owners Meeting yesterday, by Rick (Enron) and Johannes (Shell), we need to extend the maturity date of the shareholders loans to Dec. 31st, 2001 and keep all the other conditions. I am sending a confirmation to Shell of this and request a letter from the borrower talking about that. Also I have been in contact with Fabio and Yrenne about this issue. Please let me know if you need anything else. rgds Celso "Beckworth, Melissa" <mbeckworth@velaw.com< on 29/11/2000 11:31:01 To: "Powell, Laine (Enron)" <laine.a.powell@enron.com<, "Lammers, Rick (Enron)" <richard.a.lammers@enron.com< cc: "Novak, John (Enron)" <john.novak@enron.com<, "Beckworth, Melissa" <mbeckworth@velaw.com<, "Lammers, Rick (Enron)" <richard.a.lammers@enron.com<, "Gay, Rob (Enron)" <rob.g.gay@enron.com<, Celso.Bernardi@enron.com, "Barquin, John" <jbarquin@velaw.com< Subject: RE: FW: Cuiaba sub-debt FYI - Regarding Rick's note about the default interest, I have spoken to Fabio Yamada and Irenne Yamanaka of MMSO regarding what we need to do to document the extensions. Fabio says that we can have a simple loan agreement (I would assume there would be one between each Lender and the Enron/Shell borrowers) where the various parties agree to the extension. The notes would not have to be reprinted/replaced and can remain as they are. We would just send notification letters to the Central Bank requesting that the existing registrations be amended to reflect the extension. Rick Hopkinson is checking with Raquel Novais and Fabio Yamada of MMSO regarding any possible Brazilian tax issues that would arise from this transaction/extension. I will let you know when I receive that information. Regards, Melissa -----Original Message----- From: Laine.A.Powell@enron.com [mailto:Laine.A.Powell@enron.com] Sent: Wednesday, November 29, 2000 1:53 AM To: Richard.A.Lammers@enron.com Cc: John.Novak@enron.com; Mbeckworth@velaw.com; Richard.A.Lammers@enron.com; Rob.G.Gay@enron.com; Celso.Bernardi@enron.com Subject: Re: FW: Cuiaba sub-debt Rick et al. Pls include Celso Bernardi on all these emails. rgds Laine Richard A Lammers@ENRON 29-11-2000 04:48 AM Sent by: Richard A Lammers@ENRON To: John Novak/SA/Enron@Enron, Mbeckworth@velaw.com cc: Richard A Lammers/SA/Enron@Enron, Rob G Gay/NA/Enron@Enron, Laine A Powell/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: FW: Cuiaba sub-debt (Document link: A Laine Powell 2000) John I am board with the extension for sure.I do not agree with amending the notes to add the default interest provision if this will jeopardise our central Bank approval or cause other significacnt delays. Please advise as I will try to clear this with Celso tomorrowI John Novak 11/28/2000 09:51 AM To: Richard A Lammers/SA/Enron@Enron, Rob G Gay/NA/Enron@Enron cc: Subject: Re: FW: Cuiaba sub-debt (Document link: Richard A Lammers) Gents - let's add this to our list to discuss on the call this evening. "Beckworth, Melissa" <mbeckworth@velaw.com< on 11/27/2000 07:11:59 PM To: "Novak, John (Enron)" <john.novak@enron.com< cc: Subject: FW: Cuiaba sub-debt John - What do you think? Can I go forward with this extension of the sub-debt until June 30, 2001? -----Original Message----- From: Beckworth, Melissa Sent: Tuesday, November 21, 2000 7:20 PM To: Novak, John (Enron); Barquin, John Cc: 'miguel.mendoza@enron.com' Subject: FW: Cuiaba sub-debt Importance: High John/John - We have a new sub-debt issue -- The existing shareholder subordinated loan promissory notes have a maturity of the earlier of December 31, 2000 or the closing of third-party financing, and the Central Bank registrations reflect that. Celso has requested MMSO to draft letters to the Central Bank asking for an extension of the maturity to June 30, 2001. He says that Johannes Walzebuck has agreed to the extension of maturity for Shell but that he has had no response from Enron (I think he sent a message to Novak, Powell, Lammers, Rangel, Walzebuck and Dutton on Nov 13). The A&R SFA doesn't have an explicit maturity date for the loans but it has a form of note attached which carries the maturity date -- the notes are to be considered a part of the agreement. The form of note attached to the A&R SFA carries default interest but the simple form notes that are actually in existence (the ones that were just printed) do not have default interest provisions (we had to match the original registrations and default interest was not a registered payment condition). Unless you all want to just leave the notes and hope that we can collect default interest, I have asked MMSO what we need to do -- I assume we have to issue replacement promissory notes with the new maturity date. We would then send the notification letters to the Central Bank notifying them of the extension. We also need to address this in the 2nd A to the A&R SFA. My note below tries to explain what all is going on with the various assignments and notifications. The main thing I need from you is to let me know what your thoughts are from an Enron perspective and how you wish for me to proceed. Do you need to talk to Lammers/Powell/Gay? Let me know. Regards, Melissa -----Original Message----- From: Beckworth, Melissa Sent: Tuesday, November 21, 2000 3:59 PM To: 'Celso.Bernardi@enron.com'; Araujo, Renata Jayme De; 'iyamanaka@mmso.com.br'; 'fabioyamada@mmso.com.br' Cc: Cristiane.Mantelli@enron.com; Barquin, John; Novak, John (Enron); Hopkinson, Rick (Enron) Subject: Cuiaba sub-debt Celso - I apologize that I have not been able to speak with you about this. I do not recall receiving a message from you about this previously, and I have been out of the office without access to my e-mail or international service all day today. The Amended and Restated Shareholders Funding Agreement will have to be amended (there is a 2nd Amendment in draft form right now that has not been finalized) to include a new form of note with the new maturity date. We will also have to draft some form of letter agreement/waiver to address the fact that the maturity of the previously issued promissory notes is being extended (perhaps this can just be an additional provision in the 2nd amendment). Fabio and Irenne - Will we need to issue replacement promissory notes with the new maturity date for all of the existing promissory notes or is there any other way to address this effectively under Brazilian law? Also, Fabio and Irenne - with respect to the notification letters for the TR Buyout loans, I wonder if it might be easier to go ahead and deliver the notices of assignment to the Central Bank because the loans that were assigned (and the loans mentioned in the letters) do not encompass all of the shareholder loans. The Shell assignment agreement for the SGL to SCHL assignment for EPE should be complete within the next few days and is dated "as of September 30, 2000". I assume Shell has notification letters to deliver as well for that assignment. Did you receive my fax with the mark-up of the notification letters? Maybe we could do this in two steps: 1) Deliver the notification of assignment letters and schedules for the Transredes Buyout and for the Shell assignment of EPE loans from SGL to STDCL. 2) Execute 2nd Amendment to A& R Shareholders Funding Agreement with new form of promissory note with new maturity and approving extension of maturity date of existing loans, complete the Enron assignments of the replacement notes (for EPE and GasMat credits) to Enron Netherlands Holdings B.V., and notify the Central Bank of the extension of the maturity date on the existing promissory notes and of the Enron assignments. The reason I suggest this breakdown is that the items in number 1 are basically complete and have been approved. The others are not complete yet and could be done in the next week or two. I know this is a lot to coordinate; you can let me know if you have suggestions about the different steps we should take and in what order. I will try to speak to John and John about the Enron approvals on this and get back to everyone. Regards, Melissa -----Original Message----- From: Celso.Bernardi@enron.com [mailto:Celso.Bernardi@enron.com] Sent: Tuesday, November 21, 2000 10:01 AM To: raraujo@velaw.com Cc: celso.bernardi@enron.com; Cristiane.Mantelli@enron.com; iyamanaka@mmso.com.br; fabioyamada@mmso.com.br; mbeckworth@velaw.com Subject: RE: Alteracao de Certificado de Registro Renata, I have been triyng to talk to Melissa on this issue, but she is not responding to me. I sent an email about this to Laine, Lammers, Rafael Rangel, Novak and Miguel Mendoza from Enron and Johannes from Shell. I only got answer from Shell approving my suggestion for extension. Also I need from someone to confirm that there is no restriction in the shreholders agreement about this extension. I requested Irene to send me the draft to save time in the near future. Let me know if you need aything else. rgds Celso "Araujo, Renata Jayme De" <raraujo@velaw.com< on 20/11/2000 18:45:25 To: "'celso.bernardi@enron.com'" <celso.bernardi@enron.com<, "'Cristiane.Mantelli@enron.com '" <Cristiane.Mantelli@enron.com<, "'iyamanaka@mmso.com.br'" <iyamanaka@mmso.com.br<, "'fabioyamada@mmso.com.br'" <fabioyamada@mmso.com.br< cc: "Beckworth, Melissa" <mbeckworth@velaw.com< Subject: RE: Alteracao de Certificado de Registro Dear all, I have spoken with Irene and she will get the remaining copies from Ricardo Pinto (from Machado Meyer), and Sandra Vassel. Irene has told me that the change in the dates of the certificates is due to the fact that the loans that are going to be used to repay the amounts reflected in the certificates are not going to be granted this year, but only mid next year. Therefore, the current date (12/31/2000) would be changed to June 30th, 2001. Celso, I would like to ask you to kindly confirm this understanding, since Irene has told me that you asked her to make the letters to the Central Bank notifying the date change, but she had not had more details about the matter. Finally, Melissa has asked Machado Meyer whether the current drafts of the letters to the Central Bank notifying the two assignment of credits (from Transredes to Enron and Shell, so called "Transredes Byout", and from Shell Generating to Shell Treasury) have to change due to the date change reflected in the new letters circulated below. Thank you for the attention. Regards, Renata -----Original Message----- From: Cristiane.Mantelli@enron.com To: raraujo@velaw.com Sent: 17/11/00 14:20 Subject: Alteracao de Certificado de Registro Renata, Eu envie copia das Atas da Reuniao dos Quotistas das duas empresas, onde eles aprovam a assinatura do Credit Assignment Agreement entre a Transredes e a Enron e a Shell de 15 de setembro de 2000. Nos nao temos outro documento que fale sobre isto. Voce poderia nos ajudar? no aguardo Obrigada! Cris ---------------------- Forwarded by Cristiane Mantelli/ENRON_DEVELOPMENT on 17/11/2000 16:13 Cris, "Irenne Yamanaka - (YAM)" <Iyamanaka@mmso.com.br< on 14/11/2000 17:17:17 To: <Celso.Bernardi@enron.com<, <Maria.Souza@enron.com<, <Monika.Malhado.Oliveira@enron.com< cc: "Fabio Yamada - (FBY)" <fabioyamada@mmso.com.br< Subject: Alteracao de Certificado de Registro Prezados Senhores, Conforme solicitado, seguem anexas minutas das cartas a serem apresentadas pelo Banco Central, referentes a alteracao da data de vencimento dos emprestimos. Por favor, queiram nos informar acerca da situacao atual (i) do processo de cessao dos creditos da Transredes para os demais credores e (ii) do processo de cessao dos creditos pela Shell Generating Ltd. a Shell Treasury Dollar Company Ltd., para, se for o caso, efetuarmos as modificacoes necessarias nas minutas. Nesse sentido, esclarecemos desde ja que, no caso da cessao (ii) nao ter ocorrido, deverao ser apresentadas cartas referentes aos emprestimos concedidos pela Shell Generating Ltd. (11/1998 ate 12/1999) e, separadamente, outras cartas referentes aos emprestimos concedidos pela Shell Treasury Dollar Company Ltd. (01/2000 ate hoje). Permanecemos a disposicao para quaisquer esclarecimentos que se facam necessarios. Atenciosamente, Fabio Yamada Irenne Yamanaka (See attached file: extension.EPE.doc) (See attached file: extension.Enron.doc) (See attached file: extension.Transredes.doc) (See attached file: extension.Shell.doc) <<extension.EPE.doc<< <<extension.Enron.doc<< <<extension.Transredes.doc<< <<extension.Shell.doc<< ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You
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