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Enron Mail |
FYI, The issue we discussed this morning.
---------------------- Forwarded by Gerald Nemec/HOU/ECT on 03/17/2000 01:38 PM --------------------------- Nora Dobin@ENRON 03/17/2000 01:05 PM To: Cris Sherman/HOU/ECT@ECT cc: Stephanie Balette/HOU/ECT@ECT, Gerald Nemec/HOU/ECT@ECT Subject: LLC Accounting Issue--Consolidation The Kachina LLC agreement is being amended and restated to accomplish Gallup transactions as part of existing Kachina LLC. The existing Kachina LLC agreement currently does not contain a provision giving non-Enron equity holders a right to remove the Managing Member with or without cause but does give these holders numerous veto rights over actions proposed by the Managing Member. Notwithstanding these veto rights, AA seemed to indicate during our meeting earlier this week a desire to include a removal provision. Please consider the following: Given use of existing Kachina structure, do we do need to include removal provision as part of amendment and restatement of Kachina LLC or can we table this issue for now? If we do need to include a removal provision, attached is some proposed language which (i) gives non-Enron equity interests right to remove Managing Member at any time with or without cause, (ii) requires simultaneous appointment of another Member as Managing Member, and (iii) if removal is of initial Managing Member (i.e., Enron entity), then initial Managing Member has option to cause dissolution of LLC. Thanks, NJD
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