FW: LC Facilities: Material Litigation wording

-----Original Message-----
From: Martin, Sophie
Sent: Tuesday, October 30, 2001 11:32 AM
To: Mintz, Jordan; Ephross, Joel
Cc: Edgley, Anne; Von Bock Und Polach, Marcus; Perkins, Mary; Evans, Mark (London Legal)
Subject: LC Facilities: Material Litigation wording
Importance: High

To confirm my conversation with Joel just now.

We have been speaking to Michael Brown about giving the representation contained in Clause 4.1(f) of the West LB Facility Agreement relating to material litigation, accompanied with a general disclosure letter.

Given our distance from the SEC inquiries and other potential litigation, we are not in position to confirm whether or not such litigation has a reasonable possibility of success and/or the effects an adverse decision might have on Enron Corp's business and, more importantly, consolidated financial position or consolidated results.

Accordingly, we cannot give this representation here in Europe and thus cannot issue LC Requests under the West LB facility until we receive a short, written confirmation from (i) a senior Enron Corp officer, for example, Jeff or Ben and (ii) a senior Enron Corp lawyer, eg, Mark Haedicke or Jordan, that, as a factual matter, Enron Corp is not as of today in breach of the representation contained in Clause 4.1(f) and thus we can issue "clean" LC Request Forms, without a qualification to this representation (but with, if necessary, a disclosure letter about the SEC inquiry and other litigation).

We have also been asked by West LB to explain why yesterday we issued the LC Request form attaching Schedule A, ie, stating that we could not give the Clause 4.1(f) representation and today or tomorrow we intend to issue an LC Request without such qualification to Clause 4.1(f). I should be grateful if you would draft this letter or let me know the circumstances behind the issuance of the original LC Request yesterday.

Please call Marcus or me if you want to discuss this further. My direct line is +44 207 783 2403 and mobile is +44 7785 295876.

Kind regards

Sophie Martin