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-----Original Message----- From: Ngodngam, Rittichai [mailto:rittichai.ngodngam@linklaters.com] Sent: Monday, November 20, 2000 9:22 PM To: 'SHoward@milbank.com' Cc: RTellis@milbank.com; imellen@ect.enron.com; Dunn, Charles; Eammongkolchai, Pichitphon; Phungmaha, Ajaree; Smith, Richard; TKreller@milbank.com; lisa.mellencamp@enron.com; richard.sanders@enron.com Subject: RE: ECT Securities : Indemnity claim Dear Steve Thank you very much for your quick response. 1.??? My suggested wording is just to make it quickly for the discussion. It will be appreciate if you could draft the specific wording for us then we will email it to White & Case. That will make the discussion between you and White & Case be easy and quick.? 2.?? White&Case have not contacted us yet for today.? This afternoon, I will try to chase them to contact you quickly and try to get the name of the contact person at White&Case, U.S. for you. 3.??? I understand your reason.? It is possible to postpone the meeting. After it seems that we cannot reach the agreed wording within this Wednesday, I will contact the official receiver and other parties to postpone the meeting for our witness.? 4.??? I think they already received your memorandum because White&Case, Bangkok received it last Thursday.? By the way, I have a suggestion that you may not have to discuss with White&Case to much on the academic legal issues but we just need them to agree with our proposal of adding the condition in the application and let them agreed with your wording. Best regards Rittichai Ngodngam Associate Linklaters (Thailand) Ltd, Bangkok Linklaters is a member firm of Linklaters & Alliance Tel: (66-2) 305 8000, (66-2) 654 3130 Ext: 7027 Fax: (66-2) 305 8010, (66-2) 654 3131 rittichai.ngodngam@linklaters.com http://www.linklaters.com <http://www.linklaters.com<;? http://www.linklaters-alliance.com <http://www.linklaters-alliance.com/<? ? -----Original Message----- From: SHoward@milbank.com [mailto:SHoward@milbank.com] Sent: Tuesday, November 21, 2000 12:48 PM To: rittichai.ngodngam@linklaters.com <mailto:rittichai.ngodngam@linklaters.com< Cc: RTellis@milbank.com <mailto:RTellis@milbank.com< ; imellen@ect.enron.com; charles.dunn@linklaters.com; pichitphon.eammongkolchai@linklaters.com; ajaree.phungmaha@linklaters.com; richard.smith@linklaters.com <mailto:richard.smith@linklaters.com< ; TKreller@milbank.com; lisa.mellencamp@enron.com; richard.sanders@enron.com Subject: RE: ECT Securities : Indemnity claim Dear Mr. Ngodngam: I very much like your idea of ECT's amending its claim to add a "condition" to the claim to accommodate W&C's position about the unenforceability of indemnity agreements vis-a-vis certain types of securities claims and not others.? Would you like me to draft some specific language.? (The language that you suggest in your e-mail is an excellent start, but it may need a little refinement in order to get White & Case to drop their objection.) Have you heard from W&C-Bangkok or W&C-US?? We have not.? I am available for a conference call almost anytime. I do not think it is practical for U.S. lawyers to get to Thailand for a conference on Friday in Thailand.? Thursday, Nov. 23, is a major family holiday in the United States (probably the second biggest holiday in the entire year here.)? I am extremely reluctant to ask any U.S. lawyer to disrupt major family plans to attend this conference.? Is there any way to postpone it? Has White & Case seen our memorandum about enforceability of indemnity claims.? That memo should go a long way toward showing W&C that we can probably reach agreement on this matter without lawyers having to travel to Thailand this week. Steve Howard ??????? -----Original Message----- From:?? Ngodngam, Rittichai [SMTP:rittichai.ngodngam@linklaters.com] Sent:?? Monday, November 20, 2000 2:38 AM To:???? 'pboonklum@whitecase.com'; 'sakunka@bangkok.whitecase.com' Cc:???? 'SHoward@milbank.com'; 'RTellis@milbank.com'; 'imellen@ect.enron.com'; Dunn, Charles; Eammongkolchai, Pichitphon; Phungmaha, Ajaree; Ngodngam, Rittichai; Smith, Richard; 'TKreller@milbank.com'; 'lisa.mellencamp@enron.com'; 'richard.sanders@enron.com' ??????? Subject:??????? RE: ECT Securities : Indemnity claim ??????? ??????????????? Dear Khun Peangpanor / Khun Kasemsi ??????? ??????????????? We refer to our telephone discussion last Friday regarding the enforcement of the Indemnity Clause in the Purchase Agreement. ??????? ??????????????? As discussed, we would like to have a telephone conference call among W&C Bangkok and U.S., Milbank and us.? With respect to the objective of the conference call, we would like to propose that we discuss and agree on the circumstances that the Indemnity Clause can be enforceable. Then we will put such circumstances as a condition in the application of E.C.T. Securities. ??????? ??????????????? For example, our statement to the Official Receiver may say that "The applicant has accepted that the claim under this application can be enforceable to the debtor (NSM) only in case [..........................]". ??????? ??????????????? We need only the exact wording to be agreed on between W&C U.S. and Milbank.? We are not sure that it is possible that we say that "... only in the case where the applicant has not been claimed against for reasons of fraud or willful misconduct."?? (We just put the condition in the application without having to prove whether in fact such condition has occurred or not.? This fact will be proved in the future.? In case where E.C.T. Securities would like NSM to make actual payment to it in the future, it has to prove to NSM that the condition has occurred.) ??????? ??????????????? We note from W&C Bangkok that W&C U.S. may call Milbank for a discussion on this matter today.? However, if you please forward this email to W&C U.S. so that the US lawyers of W&C can discuss with Milbank via email also. ??????? ??????????????? If we cannot reach the agreed wording by this Wednesday evening, Bangkok time, it seems that all of us may have to ask W&C U.S. and Milbank to attend the meeting with the official receiver in Bangkok this Friday.? It is very possible that, should the Official Receiver give an order in favour of either of us the case would be appealed to the court by the loser.? Such will incur lots of cost for both E.C.T. Securities and NSM. Therefore, an amicable resolution to this issue is in the interests of all parties. ??????? ??????????????? If you have any question, please feel free to call us. ??????? ??????????????? Rittichai Ngodngam ??????????????? Associate ??????????????? Linklaters (Thailand) Ltd, Bangkok ??????????????? Linklaters is a member firm of Linklaters & Alliance ??????? ??????????????? Tel: (66-2) 305 8000, (66-2) 654 3130 Ext: 7027 ??????????????? Fax: (66-2) 305 8010, (66-2) 654 3131 ??????????????? rittichai.ngodngam@linklaters.com ??????????????? http://www.linklaters.com <http://www.linklaters.com<;? ??????????????? http://www.linklaters-alliance.com <http://www.linklaters-alliance.com<? ??????? ____________________________________________________________ ??????? This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. 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