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Enron Mail |
Teresa G. Bushman Enron North America Corp. 1400 Smith Street, EB 3835A Houston, TX 77002 (713) 853-7895 fax (713) 646-3393 teresa.g.bushman@enron.com ----- Forwarded by Teresa G Bushman/HOU/ECT on 12/22/2000 04:53 PM ----- "Rosser, Dianna" <drosser@velaw.com< 12/19/2000 05:56 PM To: "'mwilson@milbank.com'" <mwilson@milbank.com<, "'rwight@milbank.com'" <rwight@milbank.com<, jeffrey.w.dellapina@chase.com, melissa.c.vogel@chase.com, philip.levy@chase.com cc: "Shouse, August" <AShouse@velaw.com<, "'teresa.g.bushman@enron.com'" <teresa.g.bushman@enron.com<, "'joseph.deffner@enron.com'" <joseph.deffner@enron.com< Subject: blacklined documents and closing checklist comments Attached please find blacklined versions of the 5 documents that have changed, based on the 12/15 comments that Melanie Wilson sent as well as the subsequent conversation between Melanie, August Shouse and myself. In addition, the Guaranty has been further revised to reflect the June 2000 Guaranty as opposed to the June 1999 Guaranty. Milbank has raised the question as to whether the surety bonds are assignable, and we understand from Enron that they are not assignable. This information has already been relayed by Joe Deffner to Jeffrey Dellapina. Milbank has also sent us a closing list. What we have sent Milbank includes: 1.2- Margin Agreement 1.3- Margin Price Confirmation Letter 1.4- Enron Guaranty 1.7- Consent and Agreement (Enron Corp) 1.8- Consent and Agreement (ENAC) 2.1- Forward Sale Agreement 2.2- Confirmation Letter of Natural Gas Inventory Forward Sale Additionally, we have sent Milbank a Letter Agreement regarding duplicate delivery of information, which does not appear on the closing list. We are not planning on drafting 1.1- Assignment Agreement, as is currently reflected on the list. We assume that Milbank is going to draft this document. We are also not doing 1.5- Surety Bond; the surety companies will be doing those. In addition, 3.1 and 4.1- Good Standing Certificates, 3.2 and 4.2- Secretary's Certificates have traditionally been handled by Enron Corp. Lastly, we are not planning on getting 5.1- Good Standing certificates for Mahonia. We would also propose that Milbank reorganize the closing checklist so that the gas sale transaction documents between Enron and Mahonia are in one group.For example, 1.2, 1.3, 1.4, 1.5, 1.7, 1.8, 2.1, 2.2 plus the Letter Agreement regarding duplicate delivery of information should be in one group regarding the forward sale contract, and all other documents should be in one or more other groups. Please feel free to contact August Shouse or me with any questions or comments. Warm regards, Dianna J. Rosser Vinson & Elkins L.L.P. Business and International Section 3300 First City Tower 1001 Fannin Street Houston, Texas 77002-6760 tel: (713) 758-3688 fax: (713) 615-5899 email: drosser@velaw.com < < < < < <<Houston_414601_1.DOC<< <<Houston_414342_1.DOC<< < <<Houston_414358_1.DOC<< <<Houston_414377_1.DOC<< < <<Houston_414393_1.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 - Houston_414601_1.DOC - Houston_414342_1.DOC - Houston_414358_1.DOC - Houston_414377_1.DOC - Houston_414393_1.DOC
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