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Enron Mail |
Mark & Vicki: Attached is a brief e-mail from one of my partners in SF about
a possible LeBoeuf engagement in CA that I did not think would create any issues, but which I just wanted to run by you in light of the entire CA situation. I also wanted to make sure that US Windpower is not affiliated with Enron Wind. Essentially, we would be representing a court appointed trustee sought by a number of project lenders that desire to cause the sale of an independent wind power facility since those lenders have not been paid. I assume that the lenders have not been paid since PG&E has failed to make power purchase payments to the project owner. My understanding is that we would only become involved if the lender group is successful in having a trustee appointed and that we would not be involved in any dispute or proceedings relating to the appointment of the trustee. We would handle the transactional work resulting from the sale of the project to a third party buyer. At this point, I would not see us handling any litigation against PG&E. I would circle back with you first if we were asked to do this to make sure that, at such time, it did not create any problems. Could you let me know whether you have any concerns with this representation? As usual, thanks for your consideration. John "This e-mail, including attachments, contains information that is confidential and it may be protected by the attorney/client or other privileges. This e-mail, including attachments, constitutes non-public information intended to be conveyed only to the designated recipient(s). If you are not an intended recipient, please delete this e-mail, including attachments and notify me by return mail, e-mail or by phone at 212 424-8125. The unauthorized use, dissemination, distribution or reproduction of the e-mail, including attachments, is prohibited and may be unlawful. John Klauberg LeBoeuf, Lamb, Greene & MacRae, L.L.P. 212 424-8125 jklauber@llgm.com Content-Transfer-Encoding: quoted-printable Date: Tue, 03 Apr 2001 19:00:16 -0400 From: "BENNETT G. YOUNG" <BYOUNG@LLGM.COM< To: "JOHN G KLAUBERG" <JKLAUBER@LLGM.COM< Subject: US Windpower MIME-Version: 1.0 Content-Type: text/plain; charset="us-ascii" Content-Disposition: inline John, As we discussed, we have been asked to represent Susan Uecker as the proposed receiver for Windpower Partners 1989 Limited Partnership, a California limited partnership. Windpower Partners operates a windpower electrical generation facility in Altamont Pass, California. The general partner of Windpower Partners is US Windpower, Inc. The plant is operated by FORAS Service Corporation. As far as I can tell, US Windpower is not an Enron entity. The project lenders are State Street Bank as indenture trustee for Household Commercial; John Hancock Mutual Insurance; Cigna; Connecticut General; Life Insurance Co. of North America; Ohio National Life Assurance; and Southern Farm Bureau Annuity. I understand that the lenders are owed $40 million. As I understand it, the lenders want to have a receiver appointed for the project, with the receiver directed to sell the project. A receiver takes possession of property on behalf of the Court and holds it subject to the Court's direction. The receiver is, and must remain, a neutral party. The receiver is entitled to retain counsel, with counsel paid out of the receivership assets. I frequently represent Ms. Uecker in these kinds of matters, and was told that the lenders encouraged her to retain us in this matter. In California, to appoint a receiver, the lender sues the borrower and files a motion to have the Court appoint a receiver. Thus, the lender and borrower litigate the issue of whether a receiver should be appointed, and the receiver does not get involved unless and until the Court has ruled in the lenders' favor. As I understand it, the lenders want the receiver to market the project. Thus our role would be to (i) make sure the receiver remains neutral, and (ii) to handle documenting and closing the sale. I would not anticipate any significant litigation with the borrower or the lenders, unless the borrower refused to comply with the Court's order directing it to turnover possession of property to the receiver. The borrower undoubtedly is a creditor of PG&E. I was told that the lenders do not want the receiver to go after PGE at this time, but view that as an issue for the buyer. Please let me know if you have any concerns with us undertaking this representation. Ben Young
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