Message-ID: <14810608.1075844902125.JavaMail.evans@thyme> Date: Wed, 3 Jan 2001 04:24:00 -0800 (PST) From: sara.shackleton@enron.com To: angela.davis@enron.com Subject: RE: Cerberus Cc: mary.cook@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit Bcc: mary.cook@enron.com X-From: Sara Shackleton X-To: Angela Davis X-cc: Mary Cook X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Angela: Unless Mary has addressed already or a different plan is in place, can you handle? Sara ----- Forwarded by Sara Shackleton/HOU/ECT on 01/03/2001 12:22 PM ----- Carol St Clair 01/03/2001 12:02 PM To: Mary Cook/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT cc: Subject: RE: Cerberus Carol St. Clair EB 3892 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com ----- Forwarded by Carol St Clair/HOU/ECT on 01/03/01 12:04 PM ----- "Bermingham, David" 01/03/01 11:42 AM To: "'Sullivan, Danny'" , annmarie.tiller@enron.com, astidd@gssnyc.com, "Barbour, David" , bill.bowes@enron.com, brenda.l.funk@enron.com, brent.vasconcellos@enron.com, brian.steinbrueck@enron.com, carol.st.clair@enron.com, clint.freeland@enron.com, clint.walden@enron.com, damon@rlf.com, "Bermingham, David" , "McCluskey, David" , "Jelich, Emily" , gareth.bahlmann@enron.com, gina.karathanos@enron.com, jlawler@wilmingtontrust.com, "Bruen, John" , kenton@rlf.com, kevin.d.jordan@enron.com, lkao@mayerbrown.com, "Lowe, Deborah" , "McFarling, Muriel" , mniebruegge@mayerbrown.com, "Popplewell, Tom" , Robert Eickenroht , ryan.siurek@enron.com, "Sargent, Pat" , tamullen@prickett.com, tara.rafter@enron.com, tellwood@mayerbrown.com cc: Subject: RE: Cerberus Dear Danny We have had extensive discussions with Rabo concerning deal mechanics, and the relevant documentary issues.? Here is a summary of the salient points, none of which should hopefully be problematic: 1.????? Notwithstanding the structural logic, Rabo are not keen to purchase Psyche (the feeling is that it would cause all kinds of internal problems, and might disturb the credit process which to date is running smoothly).? As such, we should revert to the original idea of payments to Psyche by Heracles being irrevocably assigned to RBC, who will then assign them to? Rabo as a part of our deal with them.? We note that as currently drafted, the payments by Heracles to Psyche would still take place.? It would obviously be preferable if Heracles could be directed to make payments directly to RBC.? Alternatively, EAH would need to sign a direction on day one (as Member of Psyche) that all payments received from Heracles should be paid to RBC.? We understand that EAH would give a charge over the Member Interest of Psyche in favour of RBC. 2.????? The Sales Agency Agreement should lapse, as it currently allows. 3.????? In its place, either a version of the old clause 6.07 should be reinserted into the Aeneas LLC agreement, or a new Sales Agency Agreement would be struck with Rabo, in either event stipulating a mandatory sale of the EOG shares (under Rule 144) in the event of either a failed auction, or a valid auction with Rabo as winning bidder.? There would be no other trigger events (ie no necessity for Enron to be downgraded). 4.????? Rabo will negotiate directly with ENA/Enron on the EOG market swap, and ISDA. 5.????? Rabo and RBC will negotiate as between themselves on the TRS and ISDA. At present, we are all shooting for execution on Jan 15th.? Kind regards David Bermingham -----Original Message----- From: Sullivan, Danny [mailto:dannysullivan@akllp.com] Sent: Thursday, December 14, 2000 6:16 AM To: annmarie.tiller@enron.com; astidd@gssnyc.com; Barbour, David; bill.bowes@enron.com; brenda.l.funk@enron.com; brent.vasconcellos@enron.com; brian.steinbrueck@enron.com; carol.st.clair@enron.com; clint.freeland@enron.com; clint.walden@enron.com; damon@rlf.com; david.bermingham@rbcds.com; david.mccluskey@royalusa.com; emily.jelich@royalbank.com; gareth.bahlmann@enron.com; gina.karathanos@enron.com; jlawler@wilmingtontrust.com; john.bruen@rbcds.com; kenton@rlf.com; kevin.d.jordan@enron.com; lkao@mayerbrown.com; Lowe, Deborah; McFarling, Muriel; mniebruegge@mayerbrown.com; Popplewell, Tom; Robert Eickenroht; ryan.siurek@enron.com; Sargent, Pat; Sullivan, Danny; tamullen@prickett.com; tara.rafter@enron.com; tellwood@mayerbrown.com Subject: Re: Cerberus Attached are first drafts of the following documents to be used in connection with the insertion of an insurance company into the transaction: (1) Assignment and Waiver Agreement, (2) Swap Confirmation between the Agent and the Insurance Company (blacklined against the current Cerberus Swap Confirmation) and (3) Instrument of Assignment whereby Aeneas will assign the balance of its note to RBC (blacklined against the Assignment executed on November 30, 2000). ? With regard to the Swap schedule to be entered into between the Agent and the Insurance Company, it would be helpful to know whether RBC and the Insurance Company have entered into any recent Swap transactions so we can follow the general provisions. ? I believe that RBC was going to produce a draft Swap confirmation for the Swap to be entered into between ENA and the Insurance Company, but please could RBC confirm.? It also would be helpful to see an example of a Swap schedule which may have been entered into between Enron and the Insurance Company in a different transaction (if one exists). ? With regard to the Sales Agency Agreement, it would be our preference still to have RBC as the party to the Sales Agency Agreement, but agreeing to act at the direction of the Insurance Company in certain circumstances. ? I will be in our Houston office for most of Thursday in Conference Room 42 Main at 713-220-4242, returning to Dallas Thursday evening when I will be contactable at 214-659-4645. ? Danny Sullivan