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Peggy is checking on this, also.
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4.
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Parent guaranty.
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GE is requesting an Enron parent guaranty.
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From a quick review of the draft contract, it appears that a change in language will be necessary, since the current version only requires a parent guaranty in the case of an assignment to a certain class of assignees.
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If I am correct, then I suggest consider inserting new language that the parent guaranty will be due 30 days after execution of the contract, so that Mitsui can provide the guaranty, if necessary.
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Kay
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fyi.
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I faxed it to David, originals being sent to you.
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Hi Jeff, I'm preparing the letter agreement regarding payment.
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Can you help me with the name and address to use?
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Thanks, Kay
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I did not authorize anyone to initial any version of the document.
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FYI.
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I'll send a copy of the executed original change order once I get it.
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Kay
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Evidently GE feels that we already have an agreement based on something Brian signed before the agreement was reviewed/approved by Tax and Legal.
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The internal process is not working.
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Kay
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Hi Charlotte, We are going to the Astro's game tonight, so it would be very easy for one of us (probably Neil) to pick Michael up at your place, probably after 630.
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Is that ok with you?
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Thanks, Kay
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Hi Kathy, I neglected to keep a hard copy.
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Please send hard copies of the change order to: Brian Hulse, Carl Tricoli, and me.
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If you prefer, you can just fax it back, and I will send it to the ENA folks.
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Thanks, Kay
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Hi Brian, Could you email me the MOU we are terminating?
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Thanks, Kay
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If someone can tell me which ENA lawyer worked on it, I'll track it down.
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The collective memory at ENA is that there wasn't an MOU per se, just the assignment and assumption agreement.
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Kay
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They came by and gave me the data dump.
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It filled in the picture very well.
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Thank you.
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That would be helpful.
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Kay
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Here's the latest from GE.
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When I spoke to Rob Stevens, he had a question about whether Mitsui needed to review the final drafts of the GE agreements.
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I don't know the resolution of that issue.
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As you know, the current arrangement with GE requires payment within 3 days of signing of the contracts, which means we have to be prepared to assign the contract, then wire the money from EEIM to Mitsui immediately so that Mitsui can pay GE, and GE can refund ENA.
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Has EEIM been funded yet and has Mitsui bought in on the payment plan?
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I do not know the status of the tax issues raised by Jeff.
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I would also like to make sure that Jeff agrees with the mechanism of superseding the prior agreement with GE.
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Kay
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FYI.
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Congrats on your new baby!
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Kay
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I hope that spelling your name correctly will help this get through to you.
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Kay
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Accomplishments: I haven't jumped out the window yet, or slapped/cursed anyone from any other Enron entity.
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This is significant in a way that not all would understand.
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Vision & Values.
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My other significant accomplishment was the LM 6000 deal: revising the structure, figuring out how to sell the WestLB stuff to GE/S & S, and closing it in a relatively short period of time.
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More to come!
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As for vacation, I'll scatter some days off here and there, but I don't have any plans for consecutive days off.
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Kay
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FYI.
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Talking tomorrow am is fine.
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I have a 900 conference call on another matter; otherwise, I'm open.
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I've made some changes, which I thought I would circulate internally for comment before sending to GE.
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I left Jeff Smith a voice mail asking how the initial payment is supposed to be split between the on and offshore contracts since this document references payments to both.
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Comments?
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Kay
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I've made a couple of changes, including changes suggested by Jeff Blumenthal.
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Main difference is title/risk of loss language and definition of "the Agreement" since we don't have an MOU.
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Kay
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My only comment is that the word "lease" should be deleted from the heading in paragraph 3 of the assignment agreement.
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Kay
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Gracie, This is one of the ones I cancelled, since I haven't taken Wellhead to Burner Tip yet.
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Thanks, Kay
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Hi Bobby, Ok, here's another detail: what's your web address?
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Maybe Annie and Katie can come for a visit when things settle down.
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I know Michael would be delighted.
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We could take them to the Pink House, if they preferred.
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Neil and I have talked about wanting them to visit for awhile.
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I realize there are lots of detail to attend to in the next several weeks.
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If there's anything I can do, please let me know.
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You and your family stay in our thoughts and prayers.
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I can't imagine what you, your dad and sister must be going through.
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I can relate to Katie and Annie, though, as the loss of each of my grandparents caused me a lot of sadness.
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I know they were close to your mom, and spent a lot of time with her.
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What a wonderful gift of memories they must have, and what joy they must have brought to her life.
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Love to all, Kay
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I'll be glad to assist.
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My comments to the Assignment Agreement are as follows: In paragraph A, "transformors" should be "transformers".
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Please note the following comments to 6: 6.
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Successors and Assigns.
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This Assignment shall be binding on and inure to the benefit of the parties hereto, their successors and assigns.
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This Assignment and the rights and obligations herein may not be transferred or assigned by one party without the other party's written consent, except that Assignee shall be entitled to assign this Assignments to Calumet Power, LLC or its affiliates (if permitted by the Option Agreement) and there upon be released from any and all obligations hereunder upon the giving of written notice to Enron.
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I do not have any comments to the notice.
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Please let me know if you have any questions.
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Kay Mann
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John, Here's ABB's wiring instructions: The wire transfer has to be sent to ABB Trafo, S.A. Our bank coordenates and account number are: Bank : Deutsche Bank Swift Code : DEUTESBB Notice should be sentto: Michael Sandridge Comments to the assignment will come separately.
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Please let me know if you have any questions.
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Kay
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ABB is struggling with a fundamental assignment issue.
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Their concern appears to relate to assignment to a project company or contractor which might not have the financial ability to pay.
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I believe they are looking for some type of security (LC, bond, guaranty).
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I didn't sense that they have an issue with the identity of the assignee, just the ability to pay.
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Comments?
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