Subject: Bridgeline - Bankruptcy issues
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 13 Dec 2001 10:31:54 -0800 (PST)

Chip,

I wanted to follow up regarding the issues that were raised by the cash committee relative to LRCI and our request for approx $300k to pay Dow under our lease on storage caverns #13/#14.

David Zdunkewicz, an A&K bankruptcy lawyer, was asked to consider whether it might be prudent to have the 4 Enron Partners (LRC, LRCI, LGMC, and LGMI) file voluntary petitions in bankruptcy.  The reason to do this would be primarily driven by the flexibility that it would afford the cash committee to fund some of the Enron Partner's liabilities.  It was thought that such a bankruptcy might also have the effect of invalidating the consent right that Texaco currently has on sales of the partnership interests pursuant to the Partnership Agreement.

David indicated, from his firm's preliminary review, that the potential negatives outweigh the possible advantages for the following reasons:

1)  Filing for bankruptcy may result in a claim by Texaco that the partnership agreement is an executory contract and that Texaco could reject any attempt by the Enron Partners to assume the contract.  This would result in a deemed default by the Enron Partners under the Partnership Agreement notwithstanding the absence of any specific default language for a partner's bankruptcy; and 

2)  The rights of Texaco to consent to any transfer of the Enron Partner's partnership interest would not, as previously thought, be invalidated by any bankruptcy.

All of this may be moot as Brian Redmond has secured a preliminary agreement from Bridgeline to pay Dow directly (since they have the obligation to reimburse these amounts anyway).  If that doesn't come to fruition, however, these findings will be important.

Stuart