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----- Forwarded by Sara Shackleton/HOU/ECT on 08/30/2000 07:05 PM ----- Barton Clark 08/30/2000 05:36 PM To: Sara Shackleton/HOU/ECT@ECT cc: Stuart Zisman/HOU/ECT@ECT Subject: Re: Project Raptor - Warrants Stuart advises that his request equally applies to the option to purchase Catalytica Combustion Systems, Inc. capital stock held by Sundance Assets, L.P. ( not the dreaded spark spread option which you worked on in the same transaction, which spark spread option was repurchased and terminated some months ago ). Let me know when you would like to discuss the matter. The 1997 Stock Purchase Agreement pursuant to which the option was originally granted was signed today ( we are still waiting on an attachment to that agreement to be delivered by the other side before we release the document to them), and we did modify the option and some transfer restrictions in that Agreement that will apply to the Raptor analysis. A registration statement registering the CCSI common stock that would be acquired upon exercise of the option was filed yesterday with the SEC. Let me know when you would like to meet to discuss this matter. ----- Forwarded by Barton Clark/HOU/ECT on 08/30/2000 05:28 PM ----- Barton Clark 08/30/2000 11:24 AM To: Stuart Zisman/HOU/ECT@ECT cc: Richard Lydecker/Corp/Enron@Enron Subject: Re: Project Raptor - Warrants Does the request apply as well to options to purchase? There is an option in the Catalytica transaction - recently renegotiated ( we are signing the deal up today) to purchase 500,000 plus CCSI shares on a cashless basis. The share number is subject to adjustment in a stock split to occur upon the spin off of CCSI prior to the merger of its parent sometime before year end. The option expires in February 2001. Stuart Zisman 08/30/2000 10:45 AM To: Teresa G Bushman/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT, Dan Lyons/HOU/ECT@ECT, James Grace/Corp/Enron@ENRON, Peter Keohane/CAL/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Peter del Vecchio/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT cc: Julia Murray/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT Subject: Project Raptor - Warrants If any of the Raptor investments for which you are responsible is comprised, in whole or in part, of warrants, please provide a copy of the warrants (and any related documentation which governs the exercise of the warrants) to either Sara Shackleton or Mary Cook. For the public companies this should be done ASAP (i.e. no later than the end of business today) and for the privates this should be done by the end of the week. Also, please arrange to meet with either Mary or Sara to provide a brief explanation as to how the derivatives work (they need to understand the nature of the derivatives in order to properly structure the Raptor hedge). Once again, I apologize for the short notice but hope that each of you recognizes that the internal pressure to push investments into Raptor has increased exponentially. Thanks in advance. Stuart
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