Message-ID: <9267741.1075860499442.JavaMail.evans@thyme> Date: Sun, 9 Jul 2000 06:27:00 -0700 (PDT) From: michelle.cash@enron.com To: fmackin@aol.com Subject: Re: Barbed Wire Cc: stuart.zisman@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: stuart.zisman@enron.com X-From: Michelle Cash X-To: fmackin@aol.com X-cc: Stuart Zisman X-bcc: X-Folder: \Michelle_Cash_Dec2000\Notes Folders\Sent X-Origin: Cash-M X-FileName: mcash.nsf Pat, here is additional information about the transaction we have been working on. Of course, they are going to finalize tomorrow. I agree with your concerns about the tortious interference situation. Do you have any suggestions on mitigating that risk? My thought would be to request an indemnity for the t.i. claim if it is received. Alternatively, we can ask for a waiver for all persons who are terminated and ask that the buyer be a beneficiary/waived party. Any ideas? Michelle ---------------------- Forwarded by Michelle Cash/HOU/ECT on 07/09/2000 01:21 PM --------------------------- From: Stuart Zisman on 07/09/2000 10:29 AM To: Michelle Cash/HOU/ECT@ECT cc: Subject: Re: Barbed Wire Generally speaking, nothing has changed since we last spoke. One small change is currently contemplated however. Seller has insisted that we give them a maximum number of non-union employees that we will want them to terminate. We have suggested that the maximum number be 30. This seems good at least for WARN Act purposes. As it is currently contemplated (not in the documents but rather in the most recent negotiations), we would provide the Seller with written notice (no later than 3 or 4 business days before closing but after our financing contingency has expired) as to which employees would need to be terminated. One other thing that I have heard is that we want the Seller to be the terminating party because the commercial folks would prefer not to have to tell our analysts that we did the firing. If you and the other labor folks feel strongly about making the Buyer the terminating party, please call me ASAP and I can hook you in with Rodney Malcolm et al to discuss. The deal is set to be finalized tomorrow. Stuart