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Enron Mail |
----- Forwarded by Sara Shackleton/HOU/ECT on 12/22/2000 10:35 AM -----
Christine.Lee@ubsw.com 12/21/2000 07:29 PM To: Sara.Shackleton@enron.com, david@dkelly.org cc: Michael.Collins@ubsw.com Subject: Re: 2 paragraphs Sara, Attached is the newly marked up version of the contract. The highlights are as follows (not all changes are addressed below): 1) Dividend language has been inserted on page 6. We may have to do something with the structure since there are two "Method of Adjustments." 2) On page 11 and 12, we reinserted our language in sections (iii) and (v) but conformed them to your Registration Provisions. We needed to reinsert the language in (iii) for section (v) to work. 3) On page 13, I reinserted our "best efforts ongoing obligation" language. The reason I did this is because I realized that they way you had it drafted in the email does not work from an accounting perspective. 4) On page 14, 1st paragraph, the words "but prior to the Settlement Date" was added for accounting purposes. 5) The new ratcheting Trigger Price language was added on page 14. Please call me after you have reviewed the markup to verify that we are in agreement on the terms. Regards, Christine ______________________________ Reply Separator _________________________________ Subject: 2 paragraphs Author: Sara.Shackleton (Sara.Shackleton@enron.com) at unix,mime Date: 12/20/00 3:25 PM Trigger/Determined Amount inverse relationship: "In the event the Trigger Price is increased to equal the Other Trigger Price, the Determined Amount shall be reduced so that the Effective Share Price is increased in direct proportion to the increase in the Trigger Price. The "Effective Share Price" shall be the result obtained by dividing X by Y where "X" equals the product of the Price Per Share multiplied by the Number of Shares, and "Y" equals the Number of Shares plus the Determined Amount." Paragraph 3(a) first paragraph, 3rd sentence replacement: "In the event that, but for this Section 3, titled "Other Provisions," Party B would be obligated to deliver a number of Shares equal to the Determined Amount plus the Excess Shares, Party B shall have an ongoing obligation to satisfy delivery of the Excess Shares; provided however that the number of Excess Shares to be delivered hereby shall not exceed [________] shares. Party B may, at its sole option, satisfy delivery of the Excess Shares by using its best efforts to increase its Authorized Shares or by delivery of a cash payment equal to the [product obtained by multiplying the Excess Shares by the Final Price]." - MARKUP.DOC Visit our website at http://www.ubswarburg.com This message contains confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. E-mail transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. The sender therefore does not accept liability for any errors or omissions in the contents of this message which arise as a result of e-mail transmission. If verification is required please request a hard-copy version. This message is provided for informational purposes and should not be construed as a solicitation or offer to buy or sell any securities or related financial instruments.
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