Message-ID: <23180024.1075840850621.JavaMail.evans@thyme>
Date: Tue, 29 May 2001 22:55:00 -0700 (PDT)
From: brian.redmond@enron.com
To: louise.kitchen@enron.com
Subject: FW: A/S Line Agreement
Cc: anne.koehler@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: quoted-printable
Bcc: anne.koehler@enron.com
X-From: Brian Redmond <Brian Redmond/ENRON@enronXgate@ENRON>
X-To: Louise Kitchen <Louise Kitchen/HOU/ECT@ECT>
X-cc: Anne C Koehler <Anne C Koehler/HOU/ECT@ECT>
X-bcc: 
X-Folder: \ExMerge - Kitchen, Louise\'Americas\HPL
X-Origin: KITCHEN-L
X-FileName: louise kitchen 2-7-02.pst


Louise, - Hello=20

I have attached the draft of the indemnity Anne sent to AEP last week.  Thi=
s 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 meet=
s 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 en=
d up with AEP   =20

=20

 -----Original Message-----
From: =09Koehler, Anne =20
Sent:=09Friday, May 25, 2001 3:29 PM
To:=09MICHAEL WALLER
Cc:=09dkpenrod@aep.com; DOUGLAS EYBERG; gmprescott@aep.com; Jwseidensticker=
@aep.com; Gray, Barbara; Redmond, Brian; chriscollins@velaw.com
Subject:=09Re: 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 Sal=
e Agreement reflecting the parties agreement regarding the A/S Line.  Pleas=
e review and call with any questions or comments.

=20

=20

Anne C. Koehler
Sr. Counsel, ENA
EB 3839
713-853-3448





=09"MICHAEL WALLER" <MWALLER@LLGM.COM> 05/25/2001 01:01 PM =09   To: Anne.C=
.Koehler@enron.com  cc: dkpenrod@aep.com, gmprescott@aep.com, Jwseidenstick=
er@aep.com, "DOUGLAS EYBERG" <Doug.Eyberg@LLGM.COM>  Subject: Re: A/S Line =
Agreement and Entex Performance Guarantee=09




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 cont=
ract 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.  H=
owever, the parties to these three contracts as listed in Schedule 4.13 doe=
sn't match the designation of the parties in the performance guaranty.  Obv=
iously 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 th=
e changes in the guaranteed obligations, and we must see that set of record=
s 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 arrang=
ement doesn't need some attention in connection with the closing.  If you c=
an make the relevant records available I'll very promptly review them and w=
e 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


=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D
This e-mail, including attachments, contains information that is confidenti=
al and may be protected by the attorney/client or other privileges.  This e=
-mail, including attachments, constitutes non-public information intended t=
o be conveyed only to the designated recipient(s).  If you are not an inten=
ded 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.

=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D

