|
|
Enron Mail |
Sheila:
As an expansion of question 1 below, does the CFIA provide ENA with any "rights of first offer" or "rights of first refusal" on any transactions involving OCLP assets or contracts? Again, please cc Ben and Mike on the reply. Fred ---------------------- Forwarded by Fred Mitro/HOU/ECT on 01/11/2001 06:27 PM --------------------------- Fred Mitro 01/11/2001 06:16 PM To: Sheila Tweed/HOU/ECT@ECT cc: Ben Jacoby/HOU/ECT@ECT, Mike J Miller/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT Subject: OCLP Cash Flow Interest Agreement Sheila: Ben asked me to check with you on two issues related to ENA's Cash Flow Interest Agreement (CFIA) with OCLP. 1. Does ENA have any rights with regard to preventing Aquila (OCLP's new owner) from materially amending/selling any of OCLP's assets or contracts? (My recollection/interpretation of the CFIA is that ENA must be notified of any transaction involving OCLP assets/contracts greater than $100K, and that if such transaction is determined to be with an affiliate of OCLP then ENA has a "topping right" to provide a superior offer.) 2. Does ENA have the right to assign the CFIA? If so, are there any conditions/restrictions on such an assignment? Would ENA be prevented in any way from assigning the CFIA to an affiliate entity and then selling the member interests in such an entity to a third party? (My interpretation of Section 13.4 of the CFIA is that Enron can assign the CFIA to an Enron affiliate without OCLP's consent. The CFIA appears to be silent on the issue of assignment to a non-Enron party.) Please forward me your opinions on these issues/questions with a cc to Ben and Mike. Thanks, Fred
|