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Enron Mail |
<<2R6L03!.DOC<< <<2R6LRED.DOC<< <<2r6k03!.DOC<< <<2R6KRED.DOC<<
Kay: Pursuant to your request, we have enclosed revised drafts of (i) the Letter Agreement pertaining to CA Energy Development I, LLC and (ii) the First Amended and Restated Limited Liability Company Agreement of CA Energy Development I, LLC. Also enclosed are redlined drafts of each marked to reflect revisions from the initial drafts furnished earlier today. We believe that our revised description of the "transaction" in the Letter Agreement (which now provides that each event is a condition precedent to the other and is deemed to have occurred simultaneous with the other) should satisfy your concerns as to both the creditworthiness issue and the timing issue. At the closing, the signed Facility Agreement will not be "delivered" unless the loan is funded by Tejas. With respect to your concern about confidentiality, we have reviewed the confidentiality provisions of the master contract. One might conclude that the master contract does not expressly permit the disclosure of confidential information by Enron to prospective assignees, as a "Permitted Assignee" seems to include only an assignee who has received an assignment. On the other hand, it is arguable that there would never be any assignee without some disclosure, so that disclosure to prospective assignees must have been intended by the parties. Alternatively, query whether Enron's "performance of its obligations" under the master agreement could be construed to include using [and disclosing] confidential information in discussions with prospective assignees and their lenders, thereby permitting disclosure to Coral/Tejas under the second full paragraph of Section 21.1. Assuming that we can satisfy ourselves with respect to this issue, it then seems prudent to require Coral/Tejas to immediately execute a Confidentiality Agreement containing confidentiality restrictions comparable to those set forth in the master agreement. In the alternative, you may wish to revise the letter of intent (assuming it is to be executed momentarily) to include comparable confidentiality provisions. Please review the enclosed and advise of any additional comments. 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: 128540v3 128540vR3/2 128541v3 128541vR3/2 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. - 2R6L03!.DOC - 2R6LRED.DOC - 2r6k03!.DOC - 2R6KRED.DOC
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