Subject: Base Metals v. OJSC
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Tue, 17 Oct 2000 04:38:00 -0700 (PDT)

PRIVILEGED AND CONFIDENTIAL:   ATTORNEY-CLIENT COMMUNICATION, ATTORNEY WORK 
PRODUCT

Gentlemen:

You will shortly receive two proposed documents:  a letter from MG Metals to 
the Court, agreeing that quasi-in-rem jurisdiction exists for the time being, 
to the extent (and only to the extent) of the funds currently in the escrow 
account, and a proposed order for the Court to sign, which vacates the escrow 
account and gives you the right to immediate possession of the funds in that 
account.  Please let me have your authority by close of business tomorrow in 
London to send these drafts to opposing counsel, in order to comply with the 
Court's time-table.  I will be in the office the rest of the afternoon, but 
will likely not be in tomorrow until around 10:00 a.m. Houston time, given a 
doctor's appointment early in the a.m.

I and our outside counsel (including Mark Gately, who is no longer with Miles 
& Stockbridge, but who participated in the telephone conference with the 
Court yesterday), recommend that you authorize us to send these drafts to 
opposing counsel immediately, as we were instructed to do by the Court.  If 
we cannot reach an agreement on the language of these two documents with 
opposing counsel, we will file them with the Court by the end of the week, 
with the comment that we were unable to reach such an agreement.

In our view, the Court is doing all this in order to force Base Metals to put 
up or shut up.  At the telephone conference yesterday, the Court made clear 
it thought MG Metals was solvent and thought little of the objections Base 
Metals had raised to our previously-filed proof of such solvency.  However, 
before ordering the escrow account dissolved, the Court wanted to give Base 
Metals some time (and we anticipate that it will be not more than about 10-20 
days) to file a suit directly against MG Metals in this Court if MG Metals 
thought it had the facts to do so; hence, the request by the Court for a 
letter from us regarding MG Metals' amenability to quasi-in-rem jurisdiction, 
at least until the escrow account is dissolved.  In so many words, the Court 
made clear to us that we better be sending such a letter if we wanted the 
Court's cooperation in getting the escrow account dissolved quickly.

The proposed letter to the Court does not, in our view, agree to anything 
that is not already true as a matter of law.  It stops short of saying that 
there is no quasi-in-rem jurisdiction after the escrow account is vacated; 
however, either there is or is not, depending on the law, so again, we are 
not giving up anything.  My sense is that if Base Metals for some reason 
waits until after the escrow agreement is vacated to file suit directly 
against MG Metals in this Court, the Court will not be pleased.  I also think 
that this Court already thinks more of us than Base Metals, and I would not 
be unhappy to have to litigate in this Court.

I await your response.

Britt