pluto / megs update louise ,
please see the attached correspondence below between ena , duke and mariner . via facsmille , ena has received a non - binding offer of $ 14 . 1 mm with a proposed effective date as of december 1 , 2001 , but the transaction would most likely close mid - december . a meeting has been set up between ena and mariner to discuss data needed to address remaining due dilgence items on 11 / 27 / 01 . a follow - up meeting with duke is scheduled for 11 / 28 / 01 .
if you have any further questions , please contact me at my father ' s house ( 1 - 716 - 667 - 0107 ) or ms . lisa druzbik ( 713 - 853 - 9620 ) . lisa has been working with kevin miller to divest of the megs flowline and will be working tomorrow .
regards , jean
- - - - - original message - - - - -
from : druzbik , lisa
sent : tue 11 / 20 / 2001 3 : 15 pm
to : ' sjosey @ mariner - energy . com '
cc : miller , kevin ; mrha , jean
subject : fw : megs pipeline
scott ,
thanks for the message . duke ' s non - binding offer made today is $ 14 . 1 mm in cash with a proposed effective date of december 1 , 2001 and includes an acceptable premium over the minimum cash flow stream ( duke faxed the offer letter , therefore , i cannot forward it electronically ) .
duke e - mailed their outstanding due diligence items ( see attached e - mail ) ; we need mariner ' s assistance to answer many of the questions listed and to provide appropriate documentation . as mentioned earlier , kevin miller and i would like to meet with you and others at mariner to discuss the due diligence list and action plan ; we plan to come to your offices on monday , november 26 th at 1 : 30 .
let me know if you have any questions or comments .
thanks ,
lisa a . druzbik
manager
upstream products
enron north america
713 - 853 - 9620
- - - - - original message - - - - -
from : stephen p . noe [ ]
sent : tuesday , november 20 , 2001 11 : 36 am
to : druzbik , lisa ; miller , kevin
subject : megs pipeline
as we discussed , the following is a list of diligence items that we would
like to explore further . this list is not all inclusive and we may need to
discuss additional items as we continue with due diligence . please let me
know when we could meet to discuss them further . kevin and i had
tentatively scheduled a november 28 , 2001 meeting to discuss development of
purchase and sale agreements and possibly some of the items listed below :
assuming that the megs system includes the riser and topside equipment
on marathon ' s sp 89 platform , we will need verify potential liability for
the same and any agreements addressing such access . we would also like
to review the production handling agreement between burlington / mariner
and marathon to verify the impact it may have on the future operation of
the system
we will need a definitive representation from enron as to the status of
the producers committment obligations as of december 1 , 2001 as defined
in the gathering agreements , including any credits due from prior years
excess flows . it is our understanding that for the month of december
there will be a $ 93 , 000 credit to the payment due gatherer and there are
no credits due in 2002 .
in the gathering agreement " project payout " is referenced from the
producer ' s joa . please provide verification that this payout has
occured , the ownership percentage is now 51 % mariner and 49 % burlington
and that there is no future change that could affect the megs agreements
need to review sample invoices , sample gas and condensate measurement
statements and demonstration of timely payment of such invoices by
producers
have there been any leaks incurred and / or reported on the system ? are
there any outstanding environmental issues on this system ?
it is assumed that enron / megs will be responsible to obtain any
assignments / consents that may be required to complete the transaction .
please verify that this will be done .
the agreement stipulates that the insurance required is to include
business interruption coverage . please provide the coverage
declarations of the existing policy in effect for the system as a
reference for defs
please provide a contact person who can discuss the environmental status
of the system with a defs ehs representative
who is the mms right of way owner and who is the mms operator of record .
please verify that the appropriate party has provided the mms with a
" certificate of financial responsibility "
we may want to schedule a site visit to sp 89 . please provide the
contacts to make these arrangements
we would like to review any additional pipeline engineering data and
material specifications available , inspection and hydrostatic test
reports , as - built drawings , environental reports / permits , rights of
way / permit documents and other related engineering and construction
information
i will continue to provide you with additional questions that arise .
thanks and please let me know if you have any questions .
steve noe
phone : ( 713 ) 627 - 6249
fax : ( 713 ) 627 - 6271
pluto / megs update
louise ,
please see the attached correspondence below between ena , duke and mariner . via facsmille , ena has received a non - binding offer of $ 14 . 1 mm with a proposed effective date as of december 1 , 2001 , but the transaction would most likely close mid - december . a meeting has been set up between ena and mariner to discuss data needed to address remaining due dilgence items on 11 / 27 / 01 . a follow - up meeting with duke is scheduled for 11 / 28 / 01 .
if you have any further questions , please contact me at my father ' s house ( 1 - 716 - 667 - 0107 ) or ms . lisa druzbik ( 713 - 853 - 9620 ) . lisa has been working with kevin miller to divest of the megs flowline and will be working tomorrow .
regards , jean
- - - - - original message - - - - -
from : druzbik , lisa
sent : tue 11 / 20 / 2001 3 : 15 pm
to : ' sjosey @ mariner - energy . com '
cc : miller , kevin ; mrha , jean
subject : fw : megs pipeline
scott ,
thanks for the message . duke ' s non - binding offer made today is $ 14 . 1 mm in cash with a proposed effective date of december 1 , 2001 and includes an acceptable premium over the minimum cash flow stream ( duke faxed the offer letter , therefore , i cannot forward it electronically ) .
duke e - mailed their outstanding due diligence items ( see attached e - mail ) ; we need mariner ' s assistance to answer many of the questions listed and to provide appropriate documentation . as mentioned earlier , kevin miller and i would like to meet with you and others at mariner to discuss the due diligence list and action plan ; we plan to come to your offices on monday , november 26 th at 1 : 30 .
let me know if you have any questions or comments .
thanks ,
lisa a . druzbik
manager
upstream products
enron north america
713 - 853 - 9620
- - - - - original message - - - - -
from : stephen p . noe [ ]
sent : tuesday , november 20 , 2001 11 : 36 am
to : druzbik , lisa ; miller , kevin
subject : megs pipeline
as we discussed , the following is a list of diligence items that we would
like to explore further . this list is not all inclusive and we may need to
discuss additional items as we continue with due diligence . please let me
know when we could meet to discuss them further . kevin and i had
tentatively scheduled a november 28 , 2001 meeting to discuss development of
purchase and sale agreements and possibly some of the items listed below :
assuming that the megs system includes the riser and topside equipment
on marathon ' s sp 89 platform , we will need verify potential liability for
the same and any agreements addressing such access . we would also like
to review the production handling agreement between burlington / mariner
and marathon to verify the impact it may have on the future operation of
the system
we will need a definitive representation from enron as to the status of
the producers committment obligations as of december 1 , 2001 as defined
in the gathering agreements , including any credits due from prior years
excess flows . it is our understanding that for the month of december
there will be a $ 93 , 000 credit to the payment due gatherer and there are
no credits due in 2002 .
in the gathering agreement " project payout " is referenced from the
producer ' s joa . please provide verification that this payout has
occured , the ownership percentage is now 51 % mariner and 49 % burlington
and that there is no future change that could affect the megs agreements
need to review sample invoices , sample gas and condensate measurement
statements and demonstration of timely payment of such invoices by
producers
have there been any leaks incurred and / or reported on the system ? are
there any outstanding environmental issues on this system ?
it is assumed that enron / megs will be responsible to obtain any
assignments / consents that may be required to complete the transaction .
please verify that this will be done .
the agreement stipulates that the insurance required is to include
business interruption coverage . please provide the coverage
declarations of the existing policy in effect for the system as a
reference for defs
please provide a contact person who can discuss the environmental status
of the system with a defs ehs representative
who is the mms right of way owner and who is the mms operator of record .
please verify that the appropriate party has provided the mms with a
" certificate of financial responsibility "
we may want to schedule a site visit to sp 89 . please provide the
contacts to make these arrangements
we would like to review any additional pipeline engineering data and
material specifications available , inspection and hydrostatic test
reports , as - built drawings , environental reports / permits , rights of
way / permit documents and other related engineering and construction
information
i will continue to provide you with additional questions that arise .
thanks and please let me know if you have any questions .
steve noe
phone : ( 713 ) 627 - 6249
fax : ( 713 ) 627 - 6271