Subject: FW: A/S Line Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Tue, 29 May 2001 22:55:00 -0700 (PDT)

Louise, - Hello 

I have attached the draft of the indemnity Anne sent to AEP last week.  This 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 meets 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 end up with AEP    

 -----Original Message-----
From: 	Koehler, Anne  
Sent:	Friday, May 25, 2001 3:29 PM
To:	MICHAEL WALLER
Cc:	[email-masked]; DOUGLAS EYBERG; [email-masked]; [email-masked]; Gray, Barbara; Redmond, Brian; [email-masked]
Subject:	Re: 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 Sale Agreement reflecting the parties agreement regarding the A/S Line.  Please review and call with any questions or comments.

 

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

	"MICHAEL WALLER" <[email-masked]> 05/25/2001 01:01 PM 	   To: [email-masked]  cc: [email-masked], [email-masked], [email-masked], "DOUGLAS EYBERG" <[email-masked]>  Subject: Re: A/S Line Agreement and Entex Performance Guarantee	

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 contract 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.  However, the parties to these three contracts as listed in Schedule 4.13 doesn't match the designation of the parties in the performance guaranty.  Obviously 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 the changes in the guaranteed obligations, and we must see that set of records 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 arrangement doesn't need some attention in connection with the closing.  If you can make the relevant records available I'll very promptly review them and we 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: [email-masked]
(713) 287-2015

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