Teresa, I think Brenda has initiated the internal procedure for the purchase of several of these entities [those that are not already 100% Enron owned.] We have received the request from accounting to dissolve the entities on an expedited basis prior to the quarter close. If there are valid reasons for not doing so, we will simply need to communicate with the affected groups.

Needless to say, we need to hold off on filing until after we effect the purchases, and paid LJM for the member interests.



-----Original Message-----
From: Callahan, Teresa 
Sent: Friday, September 21, 2001 3:15 PM
To: Trevino, Maricela
Cc: Essig, Carol; Abrams, Clement; Ephross, Joel
Subject: RE: Raptor
Importance: High


Maricela:  The procedure for dissolving entities is that you notify us - which you have done - we are required to send a notice of intent to dissolve to the business, legal, tax and accounting groups and give them time to respond - in the event someone has a reason that entities can not be dissolved (which appears to be unlikely) we normally give them 10 days to respond - but we can make that shorter if necessary.  If we do not receive any objections to the dissolutions then Corp. Legal prepares the appropriate documentation (which I will ask to have expedited) - Clement Abrams reviews and initials - and I circulate documents for signature.  Upon receipt of signed documents I file the Certificates of Cancellation with the Secretary of State of Delaware.  I will send out the Notice of Intent to Dissolve/Cancel this entities today.  If you or Joel have any questions regarding the above - please call me.  Teresa

Carol/Clement:  Just giving you a heads-up that we may need some rush cancellations of the below LLC's prepared.  Carol I will touch base with you on Monday - to give you the information you may need to prepare documentation.  Teresa

-----Original Message-----
From: Trevino, Maricela 
Sent: September 21, 2001 3:02 PM
To: Callahan, Teresa; Bailey, Lillian
Subject: FW: Raptor


Gina advised that I check with you for procedures on dissolving entities.  As Joel indicates below, 6 entities need to be dissolved next week.  What do I need to do for this to take effect.

-----Original Message-----
From: Ephross, Joel 
Sent: Friday, September 21, 2001 2:25 PM
To: Trevino, Maricela; Shackleton, Sara; Cook, Mary; Mckean, George;
Vasconcellos, Brent
Cc: 'mspradling@velaw.com'
Subject: Raptor


Maricela, attached is a draft of one of the Purchase Agreements in conection with the Raptor unwind. Similar agreements are envisioned for each of the other Raptor structures. The plan is to dissolve each Raptor entity [except for the entities involved in Raptor 3, namely Pronghorn I LLC and Porcupine, LLC] the day following the LJM buyout -- in other words, prior to the end of the quarter. [In the case of Raptor 3, since the note is monetized into Hawaii, this will need to remain in place until the take out of the note.] Please prepare the necessary documents for filing with the Secretary of State to dissolve the following entities:

Grizzly I LLC,
Timberwolf, LLC
Roadrunner I LLC
Bobcat, LLC 
Harrier I LLC
Talon, LLC







-----Original Message-----
From: Spradling, Mark [mailto:MSpradling@velaw.com]
Sent: Friday, September 21, 2001 10:48 AM
To: Mckean, George; Ephross, Joel; Vasconcellos, Brent
Cc: Osterberg, Edward; McCulloch, Bruce C.
Subject: Revised Purchase Agreement


Attached are the clean and redlined versions of the Purchase Agreement.









Mark R. Spradling
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas  77002
713-758-2828
713-615-5545 (fax)

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Elkins, including our latest publications on legal topics, please visit our
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