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Enron Mail |
One thing to put on the list (which may be there all ready) is that we want
our officers/directors to effectively resign at closing. Another detail (and note who is getting this email): I've had three instances recently where agreements have been forwarded to the counterparty prior to legal review. As much as I hate to suggest this, it may be best to have the drafts forwarded to Enron Legal before the commercial team receives the docs. Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 02/06/2001 06:19:20 PM To: "'Carlos.Sole@enron.com'" <Carlos.Sole@enron.com< cc: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com<, "'Fred.Mitro@enron.com'" <Fred.Mitro@enron.com<, "Keffer, John" <JKeffer@KSLAW.com< Subject: Kendall Purchase Agreement <<2VCP02!.DOC<< <<2VCPRED.DOC<< Carlos: We have enclosed the initial draft of a Purchase Agreement pertaining to Kendall New Century Development LLC. Also enclosed is a blacklined copy marked to reflect revisions to the form of agreement initially furnished to us. We are continuing to review the Purchase Agreement, and may wish to suggest additional revisions; however, we have attempted to expedite the review process by circulate a draft today. We wish to call to your intention several matters which may warrant further consideration: 1. Please advise whether Enron has any outstanding guaranties or performance bond type obligations in connection with the Kendall Project. If so, we will want to add appropriate provisions addressing the replacement of such guaranties and/or performance bonds by the Purchaser. 2. We anticipate that the Purchaser will require some type of representation as to balance sheet information (i.e., a description or listing of assets and liabilities) of the Company. We have not yet drafted this representation, as it would be helpful to know what type of information is available, and what type of representation Enron is willing to make in this regard. 3. The first sentence in Section 6.3 (the covenant pertaining to Project Obligations) seems rather unusual, as it is more typical for the Seller to be subject to such restrictions rather than the Purchaser. However, since it appears to have been deliberately drafted in this manner, we have not attempted to revise this provision, and we await guidance on whether revision would be acceptable to Enron. Please review the enclosed and advise of any comments or questions. In the meantime, if we may be of any further assistance, please do not hesitate to call. Thank you. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< Enclosures 133945v2 133945vR2/1 Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. - 2VCP02!.DOC - 2VCPRED.DOC
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