Message-ID: <11337356.1075844904241.JavaMail.evans@thyme> Date: Wed, 17 Jan 2001 01:28:00 -0800 (PST) From: sara.shackleton@enron.com To: angela.davis@enron.com Subject: Re: Enron/Project Cerberus Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Sara Shackleton X-To: Angela Davis X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com ----- Forwarded by Sara Shackleton/HOU/ECT on 01/17/2001 09:27 AM ----- Clint Freeland@ENRON 01/16/2001 02:23 PM To: "Barbour, David" , "Sullivan, Danny" cc: annmarie.tiller@enron.com, bill.bowes@enron.com, brenda.l.funk@enron.com, brent.vasconcellos@enron.com, clint.walden@enron.com, gareth.bahlmann@enron.com, tara.rafter@enron.com, Sara Shackleton/HOU/ECT@ECT Subject: Re: Enron/Project Cerberus All - Just wanted to let you know that Rabobank got their final approval today to become the swap counterparty in the Cerberus financing. We are moving forward on the documentation with a target close of early next week (probably Tuesday). Issues that I am aware of that remain are: 1) For the tax folks, we need to assign EAH's interest in both Aeneas and Psyche to either EES or EBS (an Enron operating subsidiary), then have that entity contribute the Aeneas 0.01% economic interest to Psyche. As I understand it, this will provide the sale for tax purposes that Tammy needs in order to spring the desired gain. I am working with Mark Lindsay to arrange for one of the Enron operating entities to take the A shares. Danny and David, please start putting the necessary assignment documents together to facilitate this. I'll give you the name of the Enron entity when I get it. 2) Due to certain things going on in the default swap market (which Rabo is using as one of the factors in its pricing formula), we have agreed to pay RBC an additional 10bp upfront and raise the spread on the deal to L + 85bp from L + 75bp. David and Danny, please make the necessary adjustments. 3) Rabo has requested that a couple of business points be changed. Those are that they would like to have an assignment over the A share of Aeneas, and they would like the Sales Agency Agreement to be triggered upon and Enron bankruptcy (if it occurs before maturity). David, I agree with you that we should not agree to these requests. We must maintain control of the A share in Aeneas since that is where the EOG stock is housed, and an Enron bankruptcy should not trigger the SAA because Aeneas is a bankruptcy-remote entity which should survive a bankruptcy of Enron. Besides, requiring them to wait until maturity of the deal to trigger the SAA was the business deal we agreed to a long time ago. If there are other issues that I have left out, please let me know. I am in Austin all week, but will be checking in periodically so send me either an e:mail or a voicemail if you need me. Talk to you soon. CF