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Enron Mail |
Louise, - Hello=20 I have attached the draft of the indemnity Anne sent to AEP last week. Thi= s is still under discussion as AEP has not yet commented on this draft. = We expect to get their initial comments tomorrow after AEP arrives and meet= s with their counsel. The A/S line resolution is now the critical path item and the note below is= a discussion of the current status of the A/S Line and where we want to en= d up with AEP =20 =20 -----Original Message----- From: =09Koehler, Anne =20 Sent:=09Friday, May 25, 2001 3:29 PM To:=09MICHAEL WALLER Cc:=09dkpenrod@aep.com; DOUGLAS EYBERG; gmprescott@aep.com; Jwseidensticker= @aep.com; Gray, Barbara; Redmond, Brian; chriscollins@velaw.com Subject:=09Re: A/S Line Agreement and Entex Performance Guarantee Mike: Attached hereto are (i) Form of letter agreement regarding the handling of = archived files and (ii) Draft of a Second Amendment to the Purchase and Sal= e Agreement reflecting the parties agreement regarding the A/S Line. Pleas= e review and call with any questions or comments. =20 =20 Anne C. Koehler Sr. Counsel, ENA EB 3839 713-853-3448 =09"MICHAEL WALLER" <MWALLER@LLGM.COM< 05/25/2001 01:01 PM =09 To: Anne.C= .Koehler@enron.com cc: dkpenrod@aep.com, gmprescott@aep.com, Jwseidenstick= er@aep.com, "DOUGLAS EYBERG" <Doug.Eyberg@LLGM.COM< Subject: Re: A/S Line = Agreement and Entex Performance Guarantee=09 Anne: Thanks for the prompt response. I have some concerns about the Performance Guaranty. The guaranty document= covers three specific contracts (referred to as "Transaction Agreements"),= but those contracts are not identified in the performance guaranty by cont= ract number. I have reviewed Schedule 4.13 and think I have identified the= three contracts as #96019120, #9604582 and #96002879, and I note that all = of these contracts are also listed as "Newco Contracts on Schedule 4.13. H= owever, the parties to these three contracts as listed in Schedule 4.13 doe= sn't match the designation of the parties in the performance guaranty. Obv= iously the three contracts have "changed hands" on both sides, i.e., seller= and buyer. Since the performance agreement is an existing obligation of = HPL, there must be a set of records that clearly traces and memorializes th= e changes in the guaranteed obligations, and we must see that set of record= s before AEP can finally determine how to address the performance agreement= . Obviously AEP doesn't want to create any unnecessary problems with Entex= as the beneficiary of the guaranty, but I want to be sure that this arrang= ement doesn't need some attention in connection with the closing. If you c= an make the relevant records available I'll very promptly review them and w= e can then decide if anything needs to be done before the closing. Thanks for your help. Mike Michael R. Waller LeBoeuf, Lamb, Greene & MacRae 1000 Louisiana Street, Suite 1400 Houston, Texas 77002 e-mail address: mwaller@llgm.com (713) 287-2015 =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D This e-mail, including attachments, contains information that is confidenti= al and may be protected by the attorney/client or other privileges. This e= -mail, including attachments, constitutes non-public information intended t= o be conveyed only to the designated recipient(s). If you are not an inten= ded recipient, please delete this e-mail, including attachments, and notify= me. The unauthorized use, dissemination, distribution or reproduction of = this e-mail, including attachments, is prohibited and may be unlawful. =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D= =3D=3D=3D
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