---------------------- Forwarded by Kay Mann/Corp/Enron on 04/05/2001 11:58 
AM ---------------------------


Stephen Thome@ECT
04/05/2001 11:53 AM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: FW: Delta - HSR Issues  

We can do 50/50.  

I have told Chris we will get him a final draft for signature.

Steve





Kay Mann@ENRON
04/05/2001 10:56 AM
To: Stephen Thome/HOU/ECT@ECT
cc:  
Subject: FW: Delta - HSR Issues

Looks like our exposure is less than $25,000.  Please call me.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/05/2001 10:54 
AM ---------------------------


"Keffer, John" <JKeffer@KSLAW.com> on 04/05/2001 10:50:49 AM
To: "C. Kay Mann (E-mail)" <Kay.Mann@enron.com>
cc:  

Subject: FW: Delta - HSR Issues

 
-----Original Message-----
From: Campbell, Carolyn 
Sent: Wednesday, April 04, 2001 2:40 PM
To: 'kay.mann@enron.com'
Cc: Keffer, John
Subject: Delta - HSR Issues


Kay:
 
I just spoke with Bill Blumenthal (our HSR expert).  He and Paul Hastings'
HSR expert have traded voice mails exchanging information, but have not yet
spoken.  Bill says that Delta is apparently relying on the "ordinary course"
exemption, which may be fine if all the LLC wants to do is hold turbines for
re-sale.  If the LLC works on development of a power plant, the analysis
would be different.  In any event, Bill agrees that the only safe thing to
do is provide now for the possible requirement to file later.
 
Prior to speaking with Bill, I also spoke with Greg Lang.  He agrees that we
should provide now for the possible requirement to file later.  He again
asserted that since this is "Enron's structure," Enron should agree to bear
50% of any filing fee.
 
Steve Thome indicated earlier today that Enron may be willing to bear half
of the filing fee.  Under current regulations, the filing fee will be $45k
if, at the time the put/call is exercised, the assets have a fair market
value of $50-100 million, and the filing fee will be $125k if, at the time
the put/call is exercised, the assets of the LLC have a fair market value of
$100-500 million.  
 
Please let me know whether to advise Greg that Enron will accept
responsibility for half the filing fee.  Thank you.
 
Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com> 
 
 



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