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Enron Mail |
Dan, since you are the guru of these unwindings and whether there are others
which need to be unwound I am forwarding this to you. Dan, also please let me know what Ducote has accomplished with Entex Sandi, I am sending this to you for Data Room background knowledge. Thanks bng- ---- Forwarded by Barbara N Gray/HOU/ECT on 08/31/2000 06:13 PM ----- Anne C Koehler 08/31/2000 05:47 PM To: Dkeyes@velaw.com, dtomek@velaw.com, chriscollins@velaw.com, gweatherby@velaw.com cc: Barbara N Gray/HOU/ECT@ECT Subject: Project Triple Lutz I wanted to update each of you on a number of matters: 1. On Tuesday of next week we plan to give copies of the Proposed Stock Purchase Agreement and Lease (sublease) to the interested bidders. The first data room visits are scheduled to occur on Thursday the seventh. Chris is going to circulate a revised draft of the Stock Purchase Agreement to everyone later today and everyone on the Enron team should have their comments to me by Friday evening. 2. With respect to the lease, in response to David's inquiry regarding section 3.06, I think we should leave in all the parts of 3.06. With respect to subpart (v) would it be possible to leave it in but just handle the issue of title etc as a rep. Also, I would like to add a change of control provision to the Lease and provide for a parent guarantee from an entity with a credit rating acceptable to Enron. I have yet to receive AnnMarie's comments and questions, but I think you should go ahead and generate a new draft for distribution Friday and AnnMarie will have the opportunity to comment on the revised draft. I would ask that the revised lease be reviewed by Trina Chandler and Ed Osterberg as well. Gail, please give me a call and we can coordinate getting the revised draft lease to the appropriate parties. 3. With respect to the unwind descriptions and the right to use agreement, I would appreciate an update and an estimate on when the unwind descriptions and a draft of the exclusive Right to Use agreement would be available. 4. We have now been informed by the accounting gurus that we can go ahead and transfer the Entex contract to the purchaser of HPL and not have to undo the marked to market position. As a result, we will transfer the Entex contract as well as the other contracts which cannot be in HPL to a new Enron and sell the stock in the new sub along with the HPL stock. There will be no need for a back to back contract. However, we will need to unwind the cash monetization transactions involving the Entex contract, as well as the one involving the Union Carbide contract. (there may be others and we are checking on them now.) That is all for now. I will keep you posted as things develop (and change!). Anne C. Koehler Sr. Counsel, ENA EB 3832 713-853-3448
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