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Enron Mail |
I don't think she's in. You might want to leave her a voice mail.
From: Carlos Sole on 04/16/2001 11:08 AM To: Sheila Tweed/HOU/ECT@ECT cc: kay.mann@enron.com Subject: Delta - ENA Consent Jurisdiction Issue Sheila, in connection with the Delta turbine sale, we have one pending issue with respect to the jursidiction clause that would have us consent to either NY state or federal court (you had revised the document to only have NY federal courts apply, but the Lenders have responded that they need the state court reference in the event that the federal courts will not take the case). Attached is the redline to show how the clause has been revised to eliminate the waiver of forum non-conveniens and how the jurisidiction will only apply to the consent agreement, but I'd like your approval to accept NY state court as well. In the alternative, Lender's counsel has commented that in another Enron transaction they were involved with, they accepted Delaware state and federal courts. Also, please note that the opinion letter is no longer required. Thanks in advance: Jurisdiction and Process 5.8 ENA AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY LEGAL ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED AGAINST ENA, FOR BREACH HEREOF, OR AGAINST ANY OF ITS PROPERTIES, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY THE COLLATERAL AGENT OR ON BEHALF OF THE COLLATERAL AGENT, AS THE COLLATERAL AGENT MAY ELECT, AND ENA HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH LEGAL ACTION OR PROCEEDING. ENA HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES HEREOF OR AT SUCH OTHER ADDRESS OF WHICH EACH NOTEHOLDER SHALL HAVE BEEN NOTIFIED THERETO. IN ADDITION ENA HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Carlos Sole' Senior Counsel Enron North America Corp. 1400 Smith Street Houston, Texas 77002-7361 (713) 345-8191 (phone) 713 646-3393 (fax) ----- Forwarded by Carlos Sole/NA/Enron on 04/16/2001 10:56 AM ----- "Campbell, Carolyn" <CCampbell@KSLAW.com< 04/16/2001 09:49 AM To: "'carlos.sole@enron.com'" <carlos.sole@enron.com< cc: Subject: FW: Pegasus - ENA Consent Carlos: The only two changes we requested to the ENA Consent that Isabel Parker did not make were as follows: 1. Section 2.1(f) - no deletion of "best" from knowledge; and 2. Section 5.8 - no deletion of NY "state court" jurisdiction. I have not spoken to Isabel about these last items, so I don't know if they were inadvertent or intentional, although my e-mail to her was fairly specific about Enron accepting federal court jurisdiction in NY but not NY state court. Note that it is rather unusual to object to NY state court when federal courts in NY are considered acceptable. Please review and let me know. Thanks. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< -----Original Message----- From: PARKER, Isabel [mailto:isabel.parker@freshfields.com] Sent: Monday, April 16, 2001 8:47 AM To: Carolyn Campbell (E-mail) Cc: John Tisdale (E-mail); Jack Wallace (E-mail); O'BRIEN, Lisa; VAN DUSEN, Nicholas Subject: Pegasus - ENA Consent This e-mail is confidential and may well also be legally privileged. If you have received it in error, you are on notice of its status. Please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person: to do so could be a breach of confidence. Thank you for your co-operation. Please contact our IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com if you need assistance. I attach a clean and blacklined copy of the ENA Consent, showing the changes from the version last circulated. This should now be in final form. Please let me know if you have any further comments. Kind regards Isabel 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. - COMPARE001.DOC - NY003699617.DOC
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