fw : a / s line agreement louise , - hello
i have attached the draft of the indemnity anne sent to aep last week . this is still under discussion as aep has not yet commented on this draft . we expect to get their initial comments tomorrow after aep arrives and meets with their counsel .
the a / s line resolution is now the critical path item and the note below is a discussion of the current status of the a / s line and where we want to end up with aep
- - - - - original message - - - - -
from : koehler , anne
sent : friday , may 25 , 2001 3 : 29 pm
to : michael waller
cc : dkpenrod @ aep . com ; douglas eyberg ; gmprescott @ aep . com ; jwseidensticker @ aep . com ; gray , barbara ; redmond , brian ; chriscollins @ velaw . com
subject : re : a / s line agreement and entex performance guarantee
mike :
attached hereto are ( i ) form of letter agreement regarding the handling of archived files and ( ii ) draft of a second amendment to the purchase and sale agreement reflecting the parties agreement regarding the a / s line . please review and call with any questions or comments .
anne c . koehler
sr . counsel , ena
eb 3839
713 - 853 - 3448
" michael waller " 05 / 25 / 2001 01 : 01 pm to : anne . c . koehler @ enron . com cc : dkpenrod @ aep . com , gmprescott @ aep . com , jwseidensticker @ aep . com , " douglas eyberg " subject : re : a / s line agreement and entex performance guarantee
anne :
thanks for the prompt response .
i have some concerns about the performance guaranty . the guaranty document covers three specific contracts ( referred to as " transaction agreements " ) , but those contracts are not identified in the performance guaranty by contract number . i have reviewed schedule 4 . 13 and think i have identified the three contracts as # 96019120 , # 9604582 and # 96002879 , and i note that all of these contracts are also listed as " newco contracts on schedule 4 . 13 . however , the parties to these three contracts as listed in schedule 4 . 13 doesn ' t match the designation of the parties in the performance guaranty . obviously the three contracts have " changed hands " on both sides , i . e . , seller and buyer . since the performance agreement is an existing obligation of hpl , there must be a set of records that clearly traces and memorializes the changes in the guaranteed obligations , and we must see that set of records before aep can finally determine how to address the performance agreement . obviously aep doesn ' t want to create any unnecessary problems with entex as the beneficiary of the guaranty , but i want to be sure that this arrangement doesn ' t need some attention in connection with the closing . if you can make the relevant records available i ' ll very promptly review them and we can then decide if anything needs to be done before the closing .
thanks for your help .
mike
michael r . waller
leboeuf , lamb , greene & macrae
1000 louisiana street , suite 1400
houston , texas 77002
e - mail address : mwaller @ llgm . com
( 713 ) 287 - 2015
this e - mail , including attachments , contains information that is confidential and may be protected by the attorney / client or other privileges . this e - mail , including attachments , constitutes non - public information intended to be conveyed only to the designated recipient ( s ) . if you are not an intended recipient , please delete this e - mail , including attachments , and notify me . the unauthorized use , dissemination , distribution or reproduction of this e - mail , including attachments , is prohibited and may be unlawful .
fw : a / s line agreement
louise , - hello
i have attached the draft of the indemnity anne sent to aep last week . this is still under discussion as aep has not yet commented on this draft . we expect to get their initial comments tomorrow after aep arrives and meets with their counsel .
the a / s line resolution is now the critical path item and the note below is a discussion of the current status of the a / s line and where we want to end up with aep
- - - - - original message - - - - -
from : koehler , anne
sent : friday , may 25 , 2001 3 : 29 pm
to : michael waller
cc : dkpenrod @ aep . com ; douglas eyberg ; gmprescott @ aep . com ; jwseidensticker @ aep . com ; gray , barbara ; redmond , brian ; chriscollins @ velaw . com
subject : re : a / s line agreement and entex performance guarantee
mike :
attached hereto are ( i ) form of letter agreement regarding the handling of archived files and ( ii ) draft of a second amendment to the purchase and sale agreement reflecting the parties agreement regarding the a / s line . please review and call with any questions or comments .
anne c . koehler
sr . counsel , ena
eb 3839
713 - 853 - 3448
" michael waller " 05 / 25 / 2001 01 : 01 pm to : anne . c . koehler @ enron . com cc : dkpenrod @ aep . com , gmprescott @ aep . com , jwseidensticker @ aep . com , " douglas eyberg " subject : re : a / s line agreement and entex performance guarantee
anne :
thanks for the prompt response .
i have some concerns about the performance guaranty . the guaranty document covers three specific contracts ( referred to as " transaction agreements " ) , but those contracts are not identified in the performance guaranty by contract number . i have reviewed schedule 4 . 13 and think i have identified the three contracts as # 96019120 , # 9604582 and # 96002879 , and i note that all of these contracts are also listed as " newco contracts on schedule 4 . 13 . however , the parties to these three contracts as listed in schedule 4 . 13 doesn ' t match the designation of the parties in the performance guaranty . obviously the three contracts have " changed hands " on both sides , i . e . , seller and buyer . since the performance agreement is an existing obligation of hpl , there must be a set of records that clearly traces and memorializes the changes in the guaranteed obligations , and we must see that set of records before aep can finally determine how to address the performance agreement . obviously aep doesn ' t want to create any unnecessary problems with entex as the beneficiary of the guaranty , but i want to be sure that this arrangement doesn ' t need some attention in connection with the closing . if you can make the relevant records available i ' ll very promptly review them and we can then decide if anything needs to be done before the closing .
thanks for your help .
mike
michael r . waller
leboeuf , lamb , greene & macrae
1000 louisiana street , suite 1400
houston , texas 77002
e - mail address : mwaller @ llgm . com
( 713 ) 287 - 2015
this e - mail , including attachments , contains information that is confidential and may be protected by the attorney / client or other privileges . this e - mail , including attachments , constitutes non - public information intended to be conveyed only to the designated recipient ( s ) . if you are not an intended recipient , please delete this e - mail , including attachments , and notify me . the unauthorized use , dissemination , distribution or reproduction of this e - mail , including attachments , is prohibited and may be unlawful .
