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Enron Mail |
-----Original Message----- From: Steve Locke <stevelocke@tarponop.com<@ENRON Sent: Monday, November 12, 2001 9:59 AM To: hunterwhite@andrews-kurth.com; Bushman, Teresa G.; Thompson, C. John Cc: Chris Goodrich; Allan D. Keel; sjosey@mariner-energy.com Subject: Assignment of Tarpon Offshore, L.P. Gentlemen: Tarpon Operating & Development, LLC ("Tarpon") and Mr. Allan Keel conferenced by phone on Friday, November 9, 2001, regarding Tarpon Offshore, L.P. ("Partnership") interests. The conversation was in reference to reaching a resolution regarding the funding of projects now in the Partnership portfolio as well as the continued participation of the Limited Partners (ECT Merchant Investments Corp. and Joint Energy Development Investments II Limited Partnership) in the Partnership. Mr. Allan Keel represented that Mr. John Thompson, Vice President & Co-Manager of Enron North America, had authorized him to negotiate a resolution with Tarpon. According to Mr. Keel, the Limited Partners would not be able to fund the previously approved Eugene Island 386 project, and furthermore, did not wish to continue to participate in the Partnership. In light of these facts, the following framework for a resolution was agreed to by Tarpon and Mr. Keel: 1) The Limited Partners will assign all interest in the Partnership to Tarpon, the General Partner. 2) Tarpon and the Limited Partners will provide mutual releases to each other. 3) Enron North America Corp. ("Enron") will retain a contingent liability for certain portions of the Eugene Island 386 project. Specifically, if Tarpon is unable to secure alternative funding for the project, Enron will be liable to Tarpon and will pay immediately upon demand for Tarpon's share of the cost to permanently plug and abandon the wellbore that current exists on the Eugene Island 386 property and for all non-refundable portions (e.g. restocking fees, engineering costs) of Tarpon's share of the cost for the subsea tree/wellhead assembly that has been committed to for the Eugene Island 386 project. 4) Payment by Enron for all legal fees incurred for the preparation and execution of the documents in reference to this matter. Time is of the essence in the preparation and execution of a document to reflect Tarpon's understanding of the above terms. Tarpon needs this document to be executed no later than Friday, November 16, 2001. If Tarpon does not receive this release by that time, material damage to Tarpon's ongoing business interest is very likely. Tarpon's attorney, Mr. Chris Goodrich, is available to spearhead this effort and prepare whatever documents are required. If you should have any questions, please don't hesitate to contact me at (281) 493-6336 or Mr. Ralph McBee at (281) 493-5885. Regards. Steve Locke Tarpon Operating & Development, LLC (281) 493-6636
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