Claim in NSM bankruptcy

I am attaching for reference a copy of an e-mail sent to us today by Wilailuk 
Okanurak of Linklaters in Thailand. 

Ms. Okanurak refers to three potential claims--one based on Enron's equity 
position/purchase, one based on the management agreement, and one based on 
litigation/indemnification.? As I understand Ms. Okanurak's e-mail, she is 
asking Milbank for assistance with the third of the three claims; and we will 
provide it.? If you want us to assist Ms. Okanurak in any other respect, 
please let us know.

With respect to the litigation/indemnification claim, Sabina Bhallah in our 
Los Angeles office has spoken with Ms. Okanurak by telephone tonight and is 
faxing her (1) a copy of the 3/2/98 Purchase Agreement between NSM and the 
four Initial Purchasers, on which any contractual indemnity claim by Enron or 
any of its affiliates would be based, and (2) copies of the complaints in all 
of the U.S. litigations, including the two in CA that name ECT Securities, 
i.e., the litigations against which Enron asserts a claim for 
indemnification.? In addition, I will draft a narrative description of the 
litigation/indemnification claim for use by Ms. Okanurak.? I will send you 
all a draft as soon as I have it.

Everyone needs to think very carefully about what entity asserts each claim 
and against what entity.? (There are at least three "NSM's--the publicly 
owned Thai company, its wholly owned, Cayman Islands subsidiary, and the 
Cayman Islands company's wholly owned Delaware subsidiary.)? The 
litigation/indemnification claim is owned by ECT Securities Corp. or whatever 
entity has succeeded ECT Securities Corp.? ECT Securities Corp. is the party 
to all of the relevant documents; but plaintiffs at least believe that that 
entity has been succeeded by something called ECT Securities Limited 
Partnership.? Lisa and Richard will need to tell me the precise corporate 
history here.

Similarly, it looks to me like the owner of the equity claim is ECT Thailand 
Investments, Inc.--that entity at least is the party to the Shareholders 
Agreement with NSM.

I don't know who owns the claim under the management agreement, because, 
frankly, I don't understand that claim. 

Finally, some questions: 

Why isn't some Enron entity making a straight collection claim under the C 
notes, or did Enron sell those to Oaktree along with the Bs?

Similarly, shouldn't the appropriate Enron entity assert a fraud claim in 
connection with its purchase of the B and C notes to parallel the equity 
claim referred to by Ms. Okanurak, which I assume is basically a fraud claim 
in connection with Enron's purchase of equity from NSM and some of its 
principal shareholders.

I am in deposition in NY tomorrow but will call my voicemail hourly.? Sabina 
will be in deposition in LA and will also call her voicemail hourly.? Sabina 
can leave the deposition, if anyone needs her support.? My number is 
213-892-4478; I don't recall Sabina's direct line, but you can reach her 
through our main number: 213-892-4000.

Steve Howard 
Milbank, Tweed, Hadley & McCloy LLP 
showard@milbank.com 
213-892-4478; 213-892-4748 (fax) 



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