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Enron Mail |
It wouldn't be the same without you!
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/20/2001 01:04 PM --------------------------- "Reuter, Marisa" <MReuter@KSLAW.com< on 04/10/2001 08:42:03 PM To: "'Chris.Booth@enron.com'" <Chris.Booth@enron.com<, "'Ben.Jacoby@enron.com'" <Ben.Jacoby@enron.com<, "'Kay.Mann@enron.com'" <Kay.Mann@enron.com< cc: "Keffer, John" <JKeffer@KSLAW.com< Subject: ENA/Blue Dog: Conference call details Chris, Ben and Kay: Tomorrow's conference has been tentatively scheduled for 1430 hrs (CST), but, subject to Ben's availability, Kay would like to have an internal call at 1230 hrs (CST). The dial in number and passcode are set forth below: 877-232-0064 25581# Regards, Marisa -----Original Message----- From: Reuter, Marisa Sent: Tuesday, April 10, 2001 3:49 PM To: 'Chris.Booth@enron.com'; Ben.Jacoby@enron.com Cc: Kay.Mann@enron.com; Keffer, John Subject: RE: FW: Comments to Turbine Purchase Documents Chris and Ben: Since Kay is tied up on a 3:00 conference call, she asked me to summarize the issues raised by Marguerite's latest mark-ups. The issues are as follows: 1. In Section 6(h) regarding the Change Order, Marguerite has added a rider pursuant to which ENA would be required "to cause the Original Purchaser and/or the Agent to use commercially reasonable efforts to afford NorSub (or its agent or representative), upon request of NorSub, such opportunity or opportunities to discuss with GE (or to consult with GE concerning) such matters pertaining to the Turbines and/or the Original Turbine Contract as NorSub desires to discuss with GE (or to consult with GE concerning) and which GE is obligated under the Original Turbine Contract to discuss with (or concerning which GE is obligated under the Original Turbine Contract to consult with) the Purchaser and/or Agent thereunder; provided, however, that each of ENA, the Original Purchaser and the Agent shall have the right to be present at, and to participate in, each such discussion (or consultation." According to Jerry DeBerry, Michael Young raised this concept with Ben, and Ben accepted it in principle. Please confirm if you are okay with this rider going into the Letter Agreement. 2. In Section 8(a), Marguerite has added a clause whereby ENA agrees to be responsible for, and to pay GE when due, and to hold the LLC and NorSub harmless from any damages or indemnification payments which become due and payable to GE on and after the Closing Date as a result of any event occurring, or any circumstance arising, prior to the Closing Date. Since this provision effectively shifts the Change Order risk onto ENA, Kay suggests that we only accept the provision if a reciprocal provision is included that allows ENA to terminate the agreement as a result of any event or circumstance that increases the Purchase Amount. Do you agree? 3. Finally, with respect to the LLC Agreement, NorthWestern would like to be able to exercise its call rights with relative freedom while forcing ENA to wait until Takeover or 12/31/02 before being able to exercise its put rights. Neither Jerry nor Marguerite understands why ENA cares when NorthWestern takes ENA out. Jerry and Marguerite were working on scheduling a conference call for sometime tomorrow, so I will send you an e-mail confirming the details as soon as I hear back from them. Best regards, Marisa -----Original Message----- From: Chris.Booth@enron.com [mailto:Chris.Booth@enron.com] Sent: Tuesday, April 10, 2001 9:22 AM To: Young, Michael Cc: Kay.Mann@enron.com; jkeffer@kslaw.com; mreuter@kslaw.com; Ben.Jacoby@enron.com Subject: Re: FW: Comments to Turbine Purchase Documents Michael, We (Enron and outside counsel) have not received any documents either faxed or via e-mail as of Tuesday morning. Once we receive the documents, we would like time to review the comments before we engage in a conference call. Please either resend the documents to Kay Mann, John Keffer and myself. Regards, Chris "Young, Michael" <Michael.Young@northwestern.com< on 04/10/2001 08:18:31 AM To: "'chris.booth@enron.com'" <chris.booth@enron.com< cc: Subject: FW: Comments to Turbine Purchase Documents Chris, in case Kay is not in today, I provide this to you. Please forward to Ben at your earliest convenience. Thanks. -----Original Message----- From: DeBerry, Jeremiah A. [mailto:JeremiahDeberry@paulhastings.com] Sent: Monday, April 09, 2001 5:43 PM To: 'Kay.Mann@Enron.com'; 'JKeffer@KSlaw.com' Cc: Young, Michael; Kahn, Marguerite R. Subject: Comments to Turbine Purchase Documents We have forwarded to you via facsimile our comments to the Letter Agreement and the LLC Agreement. The majority of our comments, as you will note, are intended to clarify the understanding of the parties with respect to the various matters set forth in such documents and are not intended to "change the deal". Except that, upon the advise of our tax counsel, we have adjusted the amounts of the promissory notes to be issued in connection with the transaction in order to maximize the LLC's basis in the Turbines. We believe this is consistent with your initial draft of the Letter Agreement. Also, please note that we have included additional language in Section 6 of the Letter Agreement which provides NorthWestern with the opportunity to consult with GE on matters relating to the Turbines. This reflects our understanding of an agreement that had been reached among the parties. With respect to the LLC Agreement, we would like to discuss with you the following: (i) the timing of the exercise of the Call Right and (ii) the intent of your proposed language in Section 7 relating to the rights of each Member to act in its own best interests with respect to the Call and Put Rights. To that end, we propose scheduling a conference call on Tuesday afternoon, April 11, 2001. Please contact me as soon as possible with a time that is convenient for your team. We look forward to hearing from you. Note: We will forward to you shortly, revised drafts of the documents for which we have drafting responsibility. ************************************************ Jeremiah A. DeBerry, Esq. 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