Just wanted to let you know I faxed the OMnet Agreement over to Susan Gill today about 3:30 pm our time. I have the originals and asked her to tell me what address she wants me to send the originals to. I didn't date the front page of the agreement because I didn't know what date you wanted them to be effective so I'll leave that to y'all to work out. I'm working on getting the other documents signed and I guess I can get them all out in the same package, maybe tomorrow. I'll visit with you tomorrow about what to do.
Q: What is a potential subject line for this email?
answer: OMnet Agreement
Marcus: Can you please let me know what you need. Who is handling credit? tax? accounting? Who is booking the confirmations? Have the confirms been drafted or negotiated? Any changes? How many transactions? Sara
Answer: TD crude prepay
Here is an email: JD approved referral of this to Keffer et al. Fred is anxious to get something to the counterparty - his preference is yesterday. I would think that a discussion with Fred about the deal might be in order today, even if by phone. What is your availability? John/Carolyn, have you had a chance to review the draft I sent you, and do you have any notions about how to structure this deal? Is the format ok? Can we make it more seller friendly without being ridiculous? When the initial draft is ready, it will need to go to Matt Gockerman (ENA Tax) and Herman Manis (structuring accountant). Ciao, ckm
What is a potential subject line for this email?
A: PSEG
Q: I was going to bed the other night when my wife told me that I had left the light on in the shed, she could see from the bedroom window. As I looked for myself, I saw that there were people in the shed taking things. I phoned the police, but they told me that no one was in his area to help at this time, but they would send someone over as soon as they be available. I said OK, hung up, and waited one minute, then phoned the police back. "Hello. I just called you a minute ago because there were people in my shed. Well, you don't have to worry about them now because I've shot them all." Within five minutes there were half a dozen police cars in the area, an Armed Response unit, the works. Of course, they caught the burglars red-handed. One of the officers said: "I thought you said that you'd shot them!" I replied with "I thought you said there was nobody available!"
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A: The Shed
IN: Anne, I have reviewed the P&S Agreement for Triple Lutz. From my perspective, it generally looks fine. I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section 4.14. In Section 4.7(c)(iv), there is a reference to any contract obligations. I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds $250K. We may want to clarify that the disclosures are consistent with the provisions of Section 4.13(iii). Section 4.8 provides that we will not enter into any employee benefits not required by law. However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing. This may be done with the Buyer's consent, but we may be tying our hands. Section 6.2(e) contains a similar restriction on making payments to officers/directors. In addition, Section 4.8 states that we won't enter into or amend any employment contracts. We do not renew employment contracts at a single time, and the contracts of key personnel may expire. Do we want to tie our hands and be prohibited from amending/extending the agreements? Section 6.2(l) also prohibits the modification/amendment of contracts with employees. In Section 4.10, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws. Rephrasing that sentence to refer to the provision of the Agreement may be preferable. In Section 4.11(d), we promise that we haven't provided any gift of any kind to customers. I don't think we can say that, given that we regularly host client development outings (e.g. Rodeo BBQ tickets, golf tourneys, etc.) and provide Enron goodies to people all the time. Perhaps a limitation on de minimus gifts would be more accurate. Also, a reference to our Code of Ethics may work here. In Section 4.13(a)(iii), does the $250K threshhold include only cash value, or does it include equity grants that vest over time? A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time. In Section 4.14(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?

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OUT: Comments to P&S Agreement -- Triple Lutz
IN: This is an email
What's the status of our analysis? Has anyone heard anything from Dennis or Tino lately? I get concerned when they disappear for weeks like they sometimes do. Thanks. DF

What is the subject?

OUT:
Pueblo