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Enron Mail |
Louise,
Please see the attached correspondence below between ENA, Duke and Mariner. Via facsmille, ENA has received a non-binding offer of $14.1 MM with a proposed effective date as of December 1, 2001, but the transaction would most likely close mid-December. A meeting has been set up between ENA and Mariner to discuss data needed to address remaining due dilgence items on 11/27/01. A follow-up meeting with Duke is scheduled for 11/28/01. If you have any further questions, please contact me at my father's house (1-716-667-0107) or Ms. Lisa Druzbik (713-853-9620). Lisa has been working with Kevin Miller to divest of the MEGS flowline and will be working tomorrow. Regards, Jean -----Original Message----- From: Druzbik, Lisa Sent: Tue 11/20/2001 3:15 PM To: 'sjosey@mariner-energy.com' Cc: Miller, Kevin; Mrha, Jean Subject: FW: MEGS Pipeline Scott, Thanks for the message. Duke's non-binding offer made today is $14.1MM in cash with a proposed effective date of December 1, 2001 and includes an acceptable premium over the minimum cash flow stream (Duke faxed the offer letter, therefore, I cannot forward it electronically). Duke e-mailed their outstanding due diligence items (see attached e-mail); we need Mariner's assistance to answer many of the questions listed and to provide appropriate documentation. As mentioned earlier, Kevin Miller and I would like to meet with you and others at Mariner to discuss the due diligence list and action plan; we plan to come to your offices on Monday, November 26th at 1:30. Let me know if you have any questions or comments. Thanks, Lisa A. Druzbik Manager Upstream Products Enron North America 713-853-9620 -----Original Message----- From: Stephen P. Noe [<mailto:spnoe@duke-energy.com<] Sent: Tuesday, November 20, 2001 11:36 AM To: Druzbik, Lisa; Miller, Kevin Subject: MEGS Pipeline As we discussed, the following is a list of diligence items that we would like to explore further. This list is not all inclusive and we may need to discuss additional items as we continue with due diligence. Please let me know when we could meet to discuss them further. Kevin and I had tentatively scheduled a November 28, 2001 meeting to discuss development of Purchase and Sale Agreements and possibly some of the items listed below: Assuming that the MEGS system includes the riser and topside equipment on Marathon's SP89 platform, we will need verify potential liability for the same and any agreements addressing such access. We would also like to review the production handling agreement between Burlington/Mariner and Marathon to verify the impact it may have on the future operation of the system We will need a definitive representation from Enron as to the status of the producers committment obligations as of December 1, 2001 as defined in the gathering agreements, including any credits due from prior years excess flows. It is our understanding that for the month of December there will be a $93,000 credit to the payment due Gatherer and there are no credits due in 2002. In the Gathering Agreement "Project Payout" is referenced from the Producer's JOA. Please provide verification that this payout has occured, the ownership percentage is now 51% Mariner and 49% Burlington and that there is no future change that could affect the MEGS agreements Need to review sample invoices, sample gas and condensate measurement statements and demonstration of timely payment of such invoices by producers Have there been any leaks incurred and/or reported on the system? Are there any outstanding environmental issues on this system? It is assumed that Enron/MEGS will be responsible to obtain any assignments/consents that may be required to complete the transaction. Please verify that this will be done. The agreement stipulates that the insurance required is to include business interruption coverage. Please provide the coverage declarations of the existing policy in effect for the system as a reference for DEFS Please provide a contact person who can discuss the environmental status of the system with a DEFS EHS representative Who is the MMS right of way owner and who is the MMS operator of record. Please verify that the appropriate party has provided the MMS with a "Certificate of Financial Responsibility" We may want to schedule a site visit to SP89. Please provide the contacts to make these arrangements We would like to review any additional pipeline engineering data and material specifications available, inspection and hydrostatic test reports, as-built drawings, environental reports/permits, rights of way/permit documents and other related engineering and construction information I will continue to provide you with additional questions that arise. Thanks and please let me know if you have any questions. Steve Noe Phone: (713) 627-6249 Fax: (713) 627-6271
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