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Looks good.
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No problem.
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Here's the current version.
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I'm going to give it another look, then I suspect we will be ready to go.
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Please let me know if you have any questions or comments.
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Kay
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Looks good to me.
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Is it ready for me to print and give to Ben?
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Kathy, how many originals do you think we should have signed?
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4 or 5?
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Or some other number?
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Kay
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Rey, This email explains why Jeff and I tried calling you this am.
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Any comments?
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Thanks, Kay
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What issues were invented?
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Some thoughts, observations, suggestions: 1.
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Advantages to the single contract: Don't need a consolidation agreement, so we don't have to negotiate one.
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Better from a liability standpoint.
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Easier to administer.
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Is there any reason we can't go with a single contract?
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I'm working with Steve on the letter agreement.
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3.
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Assignment to Mitsui Steve is confirming payment issues, and ability to comply with GE's requested payment within 3 days of executing the contract.
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This means that the assignment and assumption needs to be executed contemporaneously with the GE contract.
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I have a call in to Rob Stevens to verify, in Stan's absence.
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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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