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Periodically, you will be receiving email notices from Mechelle Atwood requesting response to audit findings for which you were identified as the responsible party.
Please complete the required documentation in a timely manner, as closing out the audit issues is critical to wrapping up the audit process for FY2001.
If you have any questions, please contact Mechelle directly at ext.
54554.
Thanks you for your cooperation and prompt attention to this matter.
|
Response to Audit Findings
|
Computer & Online Law Section This is a REMINDER that the November 1, 2001 meeting of the Computer & Online Law Section of the Houston Bar Association is coming up.
The presentation will be given by Thomas D. Carmel, Conoco, on Issues in the Creation of Information Security & Analysis Centers (ISACs) and will be held at the Houston Center Club, 1100 Caroline St., Houston, Texas, beginning at 12:00 Noon.
The price for the program is $25 for members with reservations; $27 for members at the door; and $30 for non-members.
Contact Mark T. Curry at (713) 759-0818 or e-mail him at Mtc@hwallp.com for reservations.
We look forward to seeing you there!
No Show Penalty: If you make a reservation, you are expected to pay if you do not cancel by 2:00 p.m. on the Friday before the seminar.
The Club bills the Section according to the number of reservations and the Section cannot afford to cover costs of those who neither attend nor timely cancel their reservations.
E-Mail Address: In order for us to update our database, if you have not already done so, please provide your e-mail address to Jana Woelfel at jana.woelfel@strasburger.com.
|
Computer & Online Law Section
|
TO: Mark Taylor and Peter Keohane Further to our telephone conversations of last week, please find enclosed a memorandum confirming our analysis.
Please call either myself (403.266.9016) or Keith Chatwin (403.266.9088) if you have any questions.
Regards.
G.F. Erickson October 12, 2001
|
ENRON ONLINE RE: ENHANCED LIMIT ORDER OPTION
|
The following reports have been waiting for your approval for more than 4 days.
Please review.
Owner: Mark L Greenberg Report Name: Greenberg10/8/01 Days In Mgr.
Queue: 6 Owner: Anne C Koehler Report Name: AKoehlerSept01 Days In Mgr.
Queue: 4
|
Expense Reports Awaiting Your Approval
|
Item 1.
Please refer to Section 7, particularly 7(b), of the ISDA form reg= arding transfer of receivables and the following setoff language from our s= chedule.
(g)=09Setoff.
(A) Upon the designation or deemed designation of an Early T= ermination Date the Non-defaulting Party or the non-Affected Party (in eith= er case, "X") may, at its option and in its discretion, setoff, against any= amounts Owed to the Defaulting Party or Affected Party (in either case, "Y= ") in Dollars or any other currency by X or any Affiliate of X under this A= greement or under any other agreement(s), instrument(s) or undertaking(s), = any amounts Owed in Dollars or any other currency by Y to X or any of X's A= ffiliates (irrespective of place of payment or booking office of the obliga= tion) under this Agreement or under any other agreement(s), instrument(s) o= r undertaking(s).
The obligations of Y and X under this Agreement in respe= ct of such amounts shall be deemed satisfied and discharged to the extent o= f any such setoff exercised by X and/or X's Affiliates.
X will give Y noti= ce of any setoff effected under this Section as soon as practicable after t= he setoff is effected provided that failure to give such notice shall not a= ffect the validity of the setoff.
For purposes of this Section, "Owed" sha= ll mean any amounts owed or otherwise accrued and payable (regardless of wh= ether such amounts have been or could be invoiced) as of the Early Terminat= ion Date.
Amounts subject to the setoff permitted in this Section may be converted by= X into any currency in which any obligation Owed is denominated at the rat= e of exchange at which X, acting in a reasonable manner and in good faith, = would be able to purchase the relevant amount of the currency being convert= ed.
If an obligation is unascertained, X may in good faith estimate that o= bligation and setoff in respect of the estimate, subject to the relevant pa= rty accounting to the other when the obligation is ascertained.
Nothing in= this Section shall be effective to create a charge or other security inter= est except as may be provided under applicable law.
This setoff provision = shall be without limitation and in addition to any right of setoff, netting= , offset, combination of accounts, counterclaim, lien or other right to whi= ch X or any of X's Affiliates is at any time otherwise entitled (whether by= operation of law, contract or otherwise).
Each of the parties represents = and acknowledges that the rights set forth in this Section are an integral = part of this Agreement between the parties and that without such rights the= parties would not be willing to enter into Transactions.
Each of the part= ies further acknowledges that it is executing this Agreement on behalf of i= tself as principal and, with respect to this Section, as agent on behalf of= its Affiliates, which Affiliates shall receive the benefits of this Sectio= n and otherwise be bound as if such Affiliates had directly signed this Agr= eement as it relates to this Section.
(B) Notwithstanding any provision to the contrary contained in this Agreeme= nt, the Non-defaulting Party or non-Affected Party, as the case may be, sha= ll not be required to pay to the Defaulting Party or Affected Party any amo= unt under Section 6(e) until the Non-defaulting Party or non-Affected Party= receives confirmation satisfactory to it in its reasonable discretion (whi= ch may include an opinion of its counsel) that all other obligations of any= kind whatsoever (whether pursuant to Specified Indebtedness as defined her= ein or otherwise) of the Defaulting Party or Affected Party to make any pay= ments to the Non-defaulting Party or non-Affected Party or any of its Affil= iates under this Agreement or under any other agreement(s), instrument(s) o= r undertaking(s), which are Owed as of the Early Termination Date hereof ha= ve been fully and finally satisfied.
The following are three areas of questions.
A.
Should a Counterparty effect an assignment of receivables under Section= 7(b) for a financing to Bank, what is Enron's "priority" position (assumin= g Bank has filed a financing statement)?
Is the analysis below correct?
1.
Bank takes receivable assignment under contract subject to Enron setoff= rights because Bank would be held to actual knowledge of the express setof= f right in the contract under which it is taking the receivables.=20 2.
Is there any method by which the Bank can prime Enron (assuming Enron h= as made no public filings) without Enron's written consent?
=20 B.
Assume a master netting agreement is in place.
I believe our assignmen= t provisions protect us and are more prohibitive than the ISDA; however, we= may want to expressly cite assignment of receivables rather than the maste= r agreement and transactions "as security".
Please review and advise of an= y particular language you think should be added.
=20 C. Do you have any suggested language that we might add to the form 7(b) p= rovision via our schedule, or is it necessary?
For example, adding at the= end of 7(b), ";provided, any such assignment shall be made expressly subje= ct [and subordinate] to this Agreement, including, without limitation, all = rights of [ENA] under Section 6 and [reference setoff section]."
Item 2.
Can I get any other comments on the revised draft of master nettin= g agreement?
|
Setoff and ISDA Section 7(b) Transfer Provision; Comments on New Draft of Master Netting
|
Tom, Below is a copy of the Weekly Report from October 8 through October 12, 2001.
Please note a few changes from last weeks report.
The Potential Revenue Generating transaction count as well as the Potential Revenue from those transactions has changed to reflect new Nom Logic Pricing as discussed last week.
An amendment template has been created and will be sent to customers for discussion purposes at the appropriate time in the revisions process.
We will monitor customers who have received this template in the upcoming weekly reports.
Finally, we have included a new table in the report which reflects our Counterparties Current Trading Agreement Status.
This will include a reporting of which companies have ISDA Agreements, ENA Agreements, Counterparty Agreements, or No agreements in place which should give us a more accurate idea of where our hang ups will be in the legal process.
If you have any questions, please let me know.
Thanks
|
Weekly Marketing Report 8-12Oct01.xls
|
The following reports have been waiting for your approval for more than 4 days.
Please review.
Owner: Mark L Greenberg Report Name: Greenberg10/8/01 Days In Mgr.
Queue: 7 Owner: Anne C Koehler Report Name: AKoehlerSept01 Days In Mgr.
Queue: 5
|
Expense Reports Awaiting Your Approval
|
Mark I have an e-mail with an attachment that I cannot forward to you because it is coded in Lotus notes as Personal and Confidential.
It is from Kim Humbarger and the Subject line is: Electronic Signatures on Enron Direct Mass Market Agreements.
I presume you just want me to delete the memo and you will get an original from Kim.
Mark
|
Mail I cannot forward
|
Your review and approval of the following product types in the EOL Data manager is needed (for directions on approval, please see steps for approval at the bottom of this e-mail).
If you have any questions please call me at ext.
39555 or Chris Walker at ext.
37533 ******** DO NOT APPROVE PRODUCT TYPES BETWEEN THE HOURS OF 6AM - 11AM*********** Lawyer: John Viverito (Mark, John already approved Long Description) Product Type(s): US LLDPE Phy US LLDPE Phy Hexene Hou c/LB US LLDPE Phy Butene Hou c/LB US HDPE Phy US HDPE Phy Inject8MI Hou c/LB US HDPE Phy Inject20MI Hou c/LB US HDPE Phy HMW0.04MI Hou c/LB US PPHP Phy US PP-HP Phy 3MFR Hou c/LB US PP-HP Phy 17MFR Hou c/LB US PP-HP Phy Inject20MFRHou c/LB US PP-HP Phy Inject35MFRHou c/LB Trader(s): Alan Engberg GTC: Enron Petrochemicals Company, Inc., a division of Enron Liquids Fuels, Inc.
Description(s):
|
PLEASE APPROVE - 3 PLASTIC PRODUCTS - URGENT
|
I have now had a chance to review the initial language describing the load index that was being discussed in the flurry of e-mails this morning.
My preference would be to keep the language as consistent as possible with the language for the pricing index.
Given that the actual hourly load is also posted in the "Actual/Forecast" table from which we derive the pricing index (under the column "Actual AIS Demand"), I would propose that we simply reference that same table and the appropriate column and use the arithmetic average of the actual load for all hours.
In doing so, the products will be consistent.
I also am not sure that we would then need to have a definition of "Load", as the formula for calculating the "Floating Amount" is made certain without the requirement to define "load".
My proposed wording is as follows: The Floating Amount shall be the arithmetic average of the hourly Alberta Power Pool load for all hours beginning with HE 0100 (12:00 am) and concluding with HE 2400 (12:00 am) in each Delivery Day as published (in final, not forecast, form) by the Power Pool of Alberta in the table entitled "Actual/Forecast" reported for the applicable Delivery Day in the column for "Actual AIS Demand" and in the row(s) for the applicable hours, on the Power Pool of Alberta internet web page currently located at www.powerpool.ab.ca/Market/Reports/ActualForecastReportServlet.
"Delivery Day" means a day during the term of the transaction.
I assume that it is most appropriate to use an average of the daily loads as opposed to, say, the actual load for each hour or a monthly average.
Let me know what your thoughts are regarding this language.
Greg Johnston Senior Counsel Enron Canada Corp.
|
Alberta Power Pool Load Index
|
As you may know, Kathleen Carnahan, our sr. specialist who sits with Ben Jacoby's Asset Development group on 31, will be moving over to Enron South on the 14th of November.
She would like to place a five drawer filing cabinet next to the two cabinets (Stuart's files) near the North Stairwell on 38.
Any problems with this?
|
Filing Cabinet Space
|
All, For the security model, this is a list of privileges that I've come up with.
1.
Financial Read/Write 2.
Financial Read only 3.
Power Read/Write 4.
Power Read only 5.
Gas Read/Write 6.
Gas Read only 7.
IM Read/Write 8.
IM Read only 9. Credit Comments Read/Write 10. Credit Comments Read only 11.
Legal Comments Read/Write 12.
Legal Comments Read only 13.
Confirmation Comments Read/Write 14.
Confirmation Comments Read only 15.
CP Read/Write 16.
Keyword Read/Write Please let me know if there are other privileges to be included.
|
Security Model
|
I had a good visit with her on the issues.
She advised that she is on a task force to add amendments to the revised 9 in Delaware and thought the group might entertain favorably an exception for master netting agreements from the anti-restriction/assignment receivable issue.
She will work on this for us if we want her to.
I think we should--at least it would be a start and an example.
Do you think there would be great risk in applying Delaware law to the master netting agreements rather than New York?
Let's talk.
Call me Monday.
|
UCC Linda Hayman
|
Reminder: The ENW staff meeting will be held on Thursday, October 25, 12:00 pm, in ECS4075.
Assistants, please let me know if your executive will be attending, not attending or participating via teleconference.
Thanks,
|
ENW Staff - Please note location change
|
Attached, please find the 2001 ISDA Cross-Agreement Bridge, blacklined against the last version you received, dated July 26, 2001.
In addition, please find a copy of the Commentary on the Bridge.
As many of you know, various working groups prepared amendments to the ISDA Master Agreements to be effected through the use of a 2001 ISDA Master Agreement Protocol.
In connection with this effort, the Structural Issues Working Group prepared the Cross-Agreement Bridge.
Following meetings of the Strategic Documentation Review Task Force in late July and discussions in August and September, it was felt that the Protocol approach was too complicated, from an operational and logistical perspective, given the nature and the number of the proposed amendments.
Accordingly, it was decided that the four euro annexes would be separated from the Protocol and compiled in their own 2001 Euro Protocol.
The 2001 Euro Protocol is now available on our website and the adherence period ends on November 30, 2001.
Annexes 1 to 9 of the Protocol have been prepared as a Form of Amendment to the ISDA Master Agreements.
The Form of Amendment, and the Commentary, will be published on ISDA's website late this week or early next week.
Work is scheduled to begin on a new Master Agreement and kick-off meetings to discuss the new draft Master Agreement will be held in London later this year.
Details will be announced to the Documentation Committee soon.
As for the Bridge, it was felt that we should publish this on our website as well.
Accordingly, I have attached the drafts for your review.
Please note that the "option to disapply" was deleted in this draft, primarily because the version of the Bridge considered by ISDA's netting counsel in late 2000 did not include such an option.
I would be grateful if you could review the attached documents by Friday, November 2.
I would like to publish these on our website on Monday, November 5.
Please do not hesitate to contact me at 212-332-1203 if you have any questions.
Thank you very much for your consideration.
Kimberly Summe - Marked up version.DOC - Commentary on Cross-Agreement Bridge.DOC
|
ISDA Cross Agreement Bridge and Commentary
|
Mark, Per my voice mail, I would be very grateful if you or someone in your department could give this confirmation letter a quick review before lunch.
The intent of the deal is that we will pay Deseret a fixed price in exchange for a floating price based on the DJ-PV index.
However, if Deseret's plant goes down, then both parties will suspend payments the day following the unit outage, and resume payments once the unit comes back online.
If the index turns out to be greater than our fixed payment, we will pay Deseret 50% of the delta between the index and the fixed price.
Please call or e-mail with your comments.
Thanks so much,
|
Deseret Confirm: Please review
|
Attached are the draft ConfirmLogic documents for Entergy Koch for your review.
Prior to this going to a wider circulation within Enron for comment I would appreciate any comments or suggestions on the structure and format.
There are many definitions in these documents that will need careful review to ensure that the end result is consistent with our practice.
Exhibit A needs to be modified so that the Index name is consistent with what will be input into ConfirmLogic.
There are also some missing variables in certain of the indexes that will need clarification.
Please let me know if you have any questions or comments.
Regards,
|
Entergy Koch ConfirmLogic
|
Your review and approval of the following product types in the EOL Data manager is needed (for directions on approval, please see steps for approval at the bottom of this e-mail).
If you have any questions please call me at ext.
39555 or Chris Walker at ext.
37533 **** DO NOT APPROVE PRODUCT TYPES BETWEEN THE HOURS OF 6AM - 11AM**** Lawyer: Robert Bruce(Mark, Robert already approved Long Description) Product Type(s): Full Truck Load Dry Van Cap (2182) Description(s): A US Physical Full Truckload Dry Van Capacity Transaction with Enron Freight Markets Corp., under which the Seller shall provide and the Buyer shall purchase a fixed quantity of firm freight capacity at the Contract Price, as submitted by Counterparty via the Website.
The total Shipment Price shall be the product of the Contract Price multiplied by the Trip Distance subject to possible adjustment for Accessorial and other charges as specified in the General Terms and Conditions.
The Trip Distance will be the total number of PC Miler Practical Miles of transport between the five-digit zip codes of the Origin Points and Destination Points.
The Payment Date shall be within 30 days of receipt of Seller's invoice and supporting documents.
The term of the Transaction shall correspond to the date(s) set forth in the Product description on the Website.
This transaction provides Full Truckload Dry Van Capacity from an Origin Point within [Los Angeles, CA], the Origin Zone, to a Destination Point within [Columbus, OH], the Destination Zone.
Zip Codes comprising each Origin Zone and Destination Zone are as set forth on the Website.
Pickup or delivery outside the Origin Zone or Destination Zone is subject to Out of Route restrictions and surcharges.
Transit Time for each Shipment will be 80 hours.
Diesel fuel is included in the Contract Price and no surcharge will apply.
Cargo limitations may apply.
The price is quoted in US Dollars per unit of volume, which will be the Contractual Currency.
The unit of measure against which the price is quoted shall be PC Miler Practical Miles of transport and the Contract Quantity shown shall be in number of Shipments per Business Day.
Trader(s): Matthew Arnold GTC:
|
Product Type - Please approve
|
Dear Alumni, ZBT's main focus for this school year is to reconnect with our alumni.
We will be e-mailing you periodically about events you might be interested in attending throughout the school year.
If you know of any other alumni who aren't receiving our e-mails, conatct us and we'll add their names to our e-mail data base.
Thanks,
|
ZBT ALUMNI
|
Tom, Here is a quick update of the Weekly Report User Status Last week we had 5 production users, 4 guest users, and 2 new guest user IDs were submitted.
We are currently 190% of our Goal in terms of Potential Revenue Generating Transactions.
Website Visits CommodityLogic website visits were down slightly on Wednesday Oct 24 and Thursday Oct 25 from the previous Wed and Thurs.
However, Website visits were slightly higher than average on Friday Oct 23.
Marketing Status We had 6 meetings last week with Calpine, Cargill, AEP, El Paso, and Allegheny.
There are currently no meetings scheduled for this week.
Our next meeting is Nov 7 with Bridgeline.
Legal Status No Change Below is a copy of the Report.
Please let me know if you have any questions.
Thanks
|
Weekly Report
|
Hi Mark, I'm fairly flexible on my housing so let me know if there would be a closer place to stay in relationship to our dinner spot.
I'm thinking of staying out by Hobby Airport just off of 45.
I should finish my meeting with Bill Winslade (out in Friendswood) around 5:30 and be ready to meet you for dinner.
I can drive into the city if you would like.
The next morning I will travel to the Petroleum club to meet Bob Ardell for a early lunch and then fly to Dallas for visits.
Thanks,
|
Greetings
|
I have enjoyed my years working with all of you.
Hopefully, our paths will continue to cross in the future.
Since our days may be numbered, below is my personal contact info.
Best of luck in the future.
|
Contact Info
|
Curriculum Review Task Force Report # 11 (December 4, 2001) The draft educational goals were reviewed in a "committee of the whole" discussion at the November faculty meeting.
Several good suggestions were made during the nearly one-hour discussion.
The current secretary of the task force, Ms. Susan Dagit, took extensive notes of this discussion.
In addition, two faculty members provided some written comments after the meeting.
The task force is currently working on the revision of the educational goals based on the suggestions made by the faculty.
The task force has also been planning for a while the work to be done after the educational goals are finalized.
The November 26 meeting was fully devoted to this discussion.
The following steps are envisaged at this time: 1.
To examine carefully the current academic program on the basis of the educational goals.
2.
To keep on the table the curricular initiatives which came out of the Purser-Gans conference and the intensive summer work.
3.
To develop a four-year matrix for a well-planned integrated curriculum based on items 1 and 2 above.
4.
To continue deliberations on calendar, organizational structure, workload and other issues which have a direct bearing on the curriculum.
Full details of these discussions are available in the detailed minutes posted in the public folders.
To access them, please go to Public Folders, All Public Folders, Documents, College, Curriculum Review Task Force.
Raj Ambrose Chair
|
Monmouth College CRTF Report #11
|
Notice No.
MS-80 December 19, 2001 COMMODITY EXCHANGE, INC. SWITCH OF GUARANTEE Please be advised that effective with the open of business, December 18, 2001, Brian Beatty (BEA-7611) will no longer be guaranteed by F.C.
Stone, L.L.C.
However, Mr. Beatty will remain a member guaranteed by Spear, Leeds, & Kellogg.
In connection therewith, notification of any claims against the aforementioned individual arising out of transactions executed on the Exchange up to the close of business on December 17, 2001, must be submitted to the Corporate Secretary's Office within (10) days of this notice.
|
(MS-80) SWITCH OF GUARANTEE
|
Notice No.
MS-81 December 19, 2001 COMMODITY EXCHANGE, INC. SWITCH OF GUARANTEE Please be advised that effective with the open of business, December 18, 2001, John Santoro (TORO-6244) will no longer be guaranteed by Man International, Inc.
However, Mr. Santoro will remain a member guaranteed by Spear, Leeds, & Kellogg.
In connection therewith, notification of any claims against the aforementioned individual arising out of transactions executed on the Exchange up to the close of business on December 17, 2001, must be submitted to the Corporate Secretary's Office within (10) days of this notice.
|
(MS-81) SWITCH OF GUARANTEE
|
Mark - I received your message and agree that this is probably a better way to communicate.
I spoke to Tom this morning.
There is an industry hub meeting next week - with limited attendance.
While continuing to promote the neutrality of the CL hub, Tom would also like to move this industry issue forward by possibly promoting the sale of interests in the CL hub.
I asked whether or not the hub can be separated from the base CL product (e.g., the general infrastructure and individual modules) and Tom responded that it is quite possible to separate the hub (and its support mechanisms - including the data base information) from the CL product.
I suggested that we may want to consider separating the hub from the product (by formation of a different legal entity), but would imagine that we would need tax and other approvals.
Tom would like assistance in the following areas: 1.
General overview of the antitrust arena he would be dealing in.
I provided this consistent with my current understanding of antitrust matters in the e-commerce world (as confirmed by Ken Reisler at SC by previous discussions) 2.
General overview of the vehicles that could be used to form the hub organization (e.g., profit vs. non-profit companies, LLC's vs. other corporate forms, alliance/joint ventures).
While I have some background in a lot of these type of organizations, I do not have any experience with non-profit entities.
Should I get someone at V&E or Sullivan & Cromwell to assist or is there anyone internal you could suggest?
V&E may be a better choice here only because of the probability that all potential owners are located in Houston.
3.
General issues relating to confidentiality of discussions between potential hub owners.
While there is currently an NDA in place with a number of companies in relation to these discussions, Tom really sees only a handful being serious players.
Accordingly, it is possible Tom may want to spearhead conversations with only those few and possible move a project forward on a faster track.
The questions that have been raised are in relation to the manner in which these discussions should take place and how (if at all) they should be documented.
While I suggested that they should be under a secondary NDA and probably based upon some form of LOI or other intention memorandum, I believe we should get a clear indication of how to move forward so that we can ensure confidentiality, neutrality and avoidance of any future claims or concerns (e.g., antitrust concerns).
Is V&E the choice here also or should we talk to Sullivan personnel?
Tom will need some of this information for his meeting on Thursday.
Since I will be out of the office on Tuesday and Wednesday next week, I wanted to get the ball rolling this week.
Thanks.
|
CommodityLogic
|
Here are revised templates for the adoption by ERMT of the Power and Gas Masters.
Note that adopted gas masters should provide for two-way payments.
Please provide any comments to these templates to Steve as soon as possible, particularly with respect to the new paragraphs 3 and 4.
|
ERMT Templates Power and Gas
|
As you both know, we are working on the launch of Phase III of EnronOnline.
Since we will be making changes to the website we are currently reviewing all content online.
This is an opportune time to make any necessary changes.
I have attached the Legal and Privacy section for your review.
If you have any questions, please give me a call.
Thanks,
|
EnronOnline Phase III
|
Mark: I'll call shortly.
(1) We settle daily with Chase (primarily Chase London and secondarily with Chase NY) on the FX side and often on the IR side.
We also have NYMEX settlements.
We ran a report for Sept. 11 which I'll email to you and this report reflects payments owed by ENA to Chase.
We are currently updating the report for Sept. 12 and nearby settlements.
(2) The Chase master (Interest Rate and Currency Exchange Agreement) is old but the amendment (4/5/94) with commodity market disruption language is our standard.
(3) The NYMEX web page of 9/12/01 indicated that the exchange would clear trades from the 9/11/01 NUMEX Access session against 9/10/01 settlement prices.
I haven't checked today.
(4) The Chase master
|
The Chase Manhattan Bank and Morgan Guaranty Trust Company of NY
|
PLEASE NOTE THE NEW CALL-IN PHONE NUMBERS AND NEW ROOM NUMBER IN NEW YORK.
THE AGENDA IS ALSO LISTED.
THANK YOU International Swaps and Derivatives Association North American Energy and Developing Products Committee Video Conference Meeting Friday, November 2, 2001 11:00 a.m. - 12:30 p.m. (New York) 10:00 a.m. - 11:30 a.m. (Houston) Goldman Sachs New York - 32 Old Slip (near South & Front Streets) - 23rd Floor, Room 23A Houston - 1000 Louisiana Street, Suite 550, Room 5G
|
North American Energy and Developing Products Committee Agenda & NEW MEETING DETAILS
|
ENA received a letter 10/30/01 stating that Man would begin margining on a risk-weighted basis rather than using the NYMEX SPAN calculation.
This is prohibited under our futures agreement.
Man has not formally called for additional margin (which they have the right to do) but rather is withholding about $25M based upon a misunderstanding between traders about moving option positions (I'm not entirely clear about the circumstances).
Man has never claimed that the $25M was "additional margin".
ENA faxed a letter this morning to Man demanding the return of margin in excess of the SPAN calculation, basically a response to the letter.
ENA acounting does not have the software to execute SPAN calculations.
A recommendation to purchase the software was made by Sarah Wesner (who then reported to Joe Deffner) to accounting last year.
I understand that John Arnold intends to move most positions (including options) from Man to Paribas.
However, this information changes frequently.
Joe Deffner signed the letter and a copy was delivered to Louise Kitchen.
Let me know if you need further information.
|
Man Financial: margin calculation
|
I am attaching a structure chart showing what we think would be the best alternative for the swapco transaction (if necessary).
This structure would require ESVL Corp. to obtain a FERC Power Marketing Certificate and would be the actual operating entity.
We are also indifferent if instead of the corporation we use another LLC as the operating company below ERMT LLC.
Let me know when you will be available this afternoon to discuss the attached and the required documentation.
It is in Visio format, so if you can't open it, let me know and I can fax it to you if you give me a confidential fax number.
Thanks.
|
swapco structure
|
Steve - in order to draft the contribution agreement for RMT to transfer the ETP partnership interests to swapco, we will need to review the partnership agreements (1) for required consents, etc.
and (2) to schedule the interests in the agreement.
Do you have copies of the appropriate partnership agreements and, if not, do you know from whom we could get them?
Thanks.
|
Swapco Transfers
|
Jeff and Deb, Please use the attached form of Adoption agreement when dealing with Gas Masters; it adds a missing "of" in Section 4 and it Triangularizes the Set Off provision, which we think will ultimately be a positive feature in "selling" the form to a counterparty.
.
.
especially a counterparty who already has a power and/or financial master in place with ENA/EPMI.
Please let me know if you have any questions regarding the attached.
Steve
|
Final Form of Adoption Agreement for Gas
|
Attached please find the documents relating to the Swapco structure.
We are still working on the employee assignments pending our review of form employment agreements tomorrow.
Regards,
|
Swapco Documents
|
Dear Mike and John, Not sure to which of you I should have addressed this email since you are both listed as doing liquid fuels.
If I am wrong and it is neither of you would be really grateful if you could pass this email to the right EGM lawyer ASAP (with a copy to me so I know with whom to follow up).
I am attaching a number of documents.
(i) The first is an internal memo re two new products Enron Japan wants to put on EOL.
The Enron CP will be ENA which is why I need your help before going to Mark.
The memo describes the product generally and how it will work (and sets out the background as to why EJ is pushing this initiative).
This is FYI only.
(ii) & (iii) These are the draft product descriptions and GTCs and we need ENA legal sign off re same.
If you are happy with these then I will pass to Mark Taylor for final approval.
If you have any questions, please let me know.
We are hoping to get this approved by Wednesday Tokyo time so if this needs to be passed on, I would be grateful if you could do this today (your time).
RE product Descriptions - in addition to those changes which were needed to reflect the fact that the products are in yen and KL (and not in USD and Barrels) , we have used upper case for Business Days (because it is defined in the GTCs and the definition is important because it will not refer to Japanese holidays) and I have incorporated a new definition "the relevant Scheduled Trading Date" so that in accordance with what I understand to be standard EOL procedure, the top half of the product description can be the same for both products (despite the fact that the currency exchange will be done 3 days after a different date in the case of the two definitions) and only the bottom half will need to change.
I have actually only made one small change to the GTCs, to provide for kiloliters in the rounding off clause.
I assume that given that NY law will apply, that we don't usually amend the arbitration clause in the case of products likely to be purchased by non-US counter parties.
I am less sure about the events of default clause.
The language seems pretty short and generic so I suspect that we probably don't put CP jurisdiction specific events in but please confirm.
********************* Please leave me a message or send me an email if you want me to call you Monday evening your time.
Thanks very much for your help..
|
EOL - new Product - JPY / KL WTI Swap
|
Thank you for your e-mail and phone call!
We received both and were really sorry not to be here when you called.
I guess we were both at work.
When we were watching this tragedy on TV Tuesday, we couldn't remember exactly when you were coming home, so called your office.
Holly called us back to say that you were due back Wednesday.
That was a relief because we knew you weren't in the air on Tuesday.
It just dawned on me this morning that your e-mail was from you usual address so you could probably receive mail in London at that address as well as send.
Tim called about 10:45 Tuesday morning to say that they weren't allowing anyone to leave his base so he was stuck there for awhile but Sharon was OK and going home.
Either his information was erroneous or the base was opened not long thereafter because he was also allowed to leave and both were home by early afternoon.
I was concerned about how long it would take Sharon to drive home because 20 years ago when I was driving home during a storm and all the government offices were closing, it was a zoo.
It turned out that Sharon drove right along the river and up Rock Creek Park with hardly any traffic since the streets between hers along the river and the rest of the city were already closed so no streets were emptying into hers.
Tim Bunce was in the air on his way to California.
They brought his flight down in Dallas and he was planning to drive home from Dallas.
Someone at my office told me yesterday that her brother was stuck in Houston and was driving back to Cincinnati!
Nick's sixth grade class in Wyoming was told about the situation.
I don't know if they let them watch the TV.
Janet was oblivious--out doing
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I'm in London
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Curriculum Review Task Force (CRTF) Report # 10 (November 5, 2001) October was a very busy and productive month for the Curriculum Review Task Force.
We had intensive three-hour meetings on October 3 and 9 which were followed by routine meetings on October 22 and 29.
On the 18th, three CRTF members (George Arnold, Craig Watson, and Raj Ambrose) participated in a meeting of the Academic Affairs Committee of the Trustees which was devoted entirely to the Curriculum Review.
As explained in my last report, the CRTF obtained unanimous agreement on the five Educational Goals: A.
Critical Thinking, B. Communication, C. Values, Inquiry, and Exploration, D. Variety of Human Experience, and E. Depth of Knowledge and Integration of Learning with an addendum on Wellness/Health Co-curriculum.
The Task Force then used an intensive work session to brain storm on the operational ends of these goals.
Further discussion and some pruning led to 4 or 5 operational ends for each goal.
Two members of the Task Force wrote the descriptive statements for each goal and its operational ends.
These were then reviewed by the full Task Force and with another member contributing the preamble, the draft statement on Educational Goals (copy attached) was ready for presentation to the faculty.
At the request of the CRTF, the Faculty Senate reviewed these educational goals and decided to send them for a ACommittee of the Whole@ discussion at the ensuing faculty meeting.
We would like to point out that the CRTF looked at several models from other schools in preparing the Educational Goals.
Some of these schools are very similar to Monmouth College.
The ten trustees who were present at the Academic Affairs Committee meeting had a preview of the draft educational goals.
The trustees received them very well and made some valuable suggestions.
The CRTF has spent considerable time discussing how these goals can be achieved through a well-planned, four-year, integrated curriculum.
The work-load, calendar, departmental structure, general education models, and available resources are some of the major issues that are being considered in relation to the achievement of these educational goals.
Dr. Tom Sienkewicz brought to our attention that Dr. Gregory Dougherty, who gave the recent Bernice L. Fox Classics Lecture, is a member of the Curriculum Review Task Force at Randolph Macon College which is also in the midst of a major Curricular Review.
As part of this process, they had studied the Educational Programs of about half a dozen colleges which are similar to Randolph Macon and our college happened to be one of them.
We invited Dr. Dougherty to the meeting of our Task Force on October 29 and had a very fruitful discussion with him.
Of particular interest to us is Randolph Macon=s new first year program which uses a three-course sequence of ALearning Communities@ developed and taught by all their faculty taking turns.
We decided to keep in touch.
Raj Ambrose, Chair.
Draft Educational Goals The AEducational Goals@ listed and briefly described below represent consensus of the Curriculum Review Task Force about intended outcomes and experiences of the academic program that should guide review and revision of the Monmouth College curriculum, especially with reference to Areinvesting in pedagogy@ and re-imagining design to enhance student learning.
We are confident that this list summarizes educational goals central to the liberal arts philosophy of higher education.
We also understand that these educational goals affirm and clarify elements of the Mission Statement of the college and those Apurposes@ derived from the Mission that directly address the academic program.
Having spent considerable time articulating these goals, we are keenly aware that agreement about the language we use to describe them is both important for subsequent stages in the review process and achievable only through discussion and mutual compromise.
Our aim then in the ACommittee of the Whole@ discussion upcoming at the November 4th Faculty meeting is to present this statement for your review, explain what we mean by the language we have used, listen to your responses, and, if necessary, make changes.
What will we do if and when we win your agreement to this or a revised version of AEducational Goals@?
1.
We will decide questions we have already begun to discuss: AGiven these goals, how best may we enable students to achieve them in four years of undergraduate education?
Specifically, does our present array and structure of disciplines optimally promote achievement?
Our calendar?
Our workload?
Our general education program?
Our pedagogical approaches in classroom settings?
Our extra-curricular, curricular programming (residence education, internships, off-campus opportunities, etc.)
?
2.
In light of this critique (which in the coming months will itself sponsor more frequent discussions of possible proposals for change in calendar, workload, General Education, etc.
), we will attempt to map and model then four years of undergraduate education ideally designed to achieve our educational goals.
In this phase of the process especially, we will involve faculty as researchers, resources, and planners to a) understand our student clientele and their typical cognitive development; b) revise our current curriculum; and c) enhance pedagogy and clarify assessment strategies pertinent to our educational goals.
With approval of AEducational Goals@ we imagine spending the next five to seven months on stages 1 and 2, with the understanding that it may be possible to pass new initiatives and proposals for revision incrementally along the way.
Furthermore, given the scope of our Areview,@ it may well be necessary to imagine a multi-year schedule of planning and phased implementation that extends well beyond the term of the current task force=s assignment.
It should be noted that competencies like critical thinking and rhetoric, though presented conceptually as separate entities under different goals, will actually be interwoven throughout the curriculum and work interactively with other competencies and goals.
A.
Critical Thinking Critical thinking is an acquired intellectual process through which students are able to analyze carefully and critically all ideas and information by distinguishing fact from fallacy, questioning assumptions, synthesizing knowledge, and arriving at logical conclusions.
This competency is demonstrated by the ability of students to: 1. understand the logic, validity and relevance of their own arguments and the information and ideas they observe and work with; 2. pose and solve complex problems and make informed decisions; 3. understand and apply the scientific method where the concerned discipline requires such an approach; and, 4. work with numerical data and apply quantitative reasoning in processing such data.
B. Communication Communication is a foundational competency which the students absolutely need and continue to learn across the curriculum with a conscious effort to improve their reading, writing, speaking, listening and information literacy skills.
This competency is demonstrated by the ability of students to: 1. use effectively and grammatically a broad English vocabulary in speaking and writing through accomplished rhetorical strategies; 2. access, evaluate, select, interpret, and incorporate information and media sources in their studies and to be productive in the modern technological world; 3. have a basic understanding of another language (besides English) and its cultural background; and, 4. interact with others with empathy and understanding and collaborate effectively in group settings.
C. Values, Inquiry, and Exploration It is the ability of students to explore the nature and scope of the human condition through specific modes of inquiry and to develop a system of values that would help them make real choices and assume responsibility for their actions.
This competency is demonstrated by the ability of students to: 1. address thoughtfully the basic question, Awho am I?
@ and develop a clear Aknowledge of the self@ and understand how it motivates all their actions; 2. understand and explore the concept that religion is basically a system of beliefs and activities that responds to the transforming power of the sacred or ultimate as perceived by a particular community of people.
3. develop a Acode of conduct@ or Arules for living@ based on the highest ethical ideals so that they can think and act through principled moral reasoning; 4. learn the values of social responsibility and the importance of being an honest and true citizen; and, 5. observe, appreciate and experience the beauty and art in the creation of this moral universe.
D. Variety of Human Experience Students today are constantly reminded that they indeed live in a global society.
It is critical that they understand that there are many ways of being human and that the world is rich with a variety of cultural perspectives.
In order to prepare students for their future careers and personal lives in this environment, students should be able to: 1. develop global awareness; 2. have a basic understanding of another language (besides English) and its cultural background; 3. understand that there is a variety of cultural perspectives that exists in this world and develop the analytical skill to interpret these perspectives; and, 4. establish a historical sense and perspective that help them comprehend past events and frame in a broader perspective different worldwide events that influence their daily lives.
E. Depth of Knowledge and Integration of Learning An important component of liberal education is to study in depth a discipline or group of disciplines and see the connections within the discipline and with other areas of study, thereby leading to a collaborative and integrated learning experience.
The students thus develop: 1. an intellectual depth to grasp major concepts, understand the limits of a discipline and its linkages, and the ability to use such knowledge in their field of work; 2. an appreciation and understanding of interdisciplinary studies; 3. laboratory expertise and field experience in their chosen fields; and, 4. the competence to pursue scholarly research as a culminating experience in their field of study.
Addendum: Wellness/Health Co-curriculum It is important that we offer learning environments for our students that reflect recent research findings that explore the connections between our physical and mental capacities.
Therefore we should provide our students with learning opportunities that integrate the philosophies of sound mind and sound body.
Students would learn about and participate in activities that will improve their health and overall quality of life.
This goal is demonstrated by the ability of students to: 1. participate in physical fitness activities; 2. develop an ability to establish wellness of mind; and, 3. understand the importance of a healthy environment for healthy living.
Note: After considerable discussion, it was decided, at least for now, to keep AHaving a basic understanding of another language ...@ under both B3, ACommunication@ and D2, AVariety of Human Experience@.
|
Curricular Review Task Force Report #10 & Draft Educational Goals
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Your review and approval of the following product type in the EOL Data mana= ger is needed (for directions on approval, please see steps for approval at= the bottom of this e-mail).
Please do not approve before 11 A.M. CAN Gas Phy Fwd Firm East Spd < or =3D 1Mo=09(2193) Can Gas Phy Spd Dawn vs Niagara Nov01 USD/MM A Canadian Gas Spread Transaction which is entered into as two physical Tra= nsactions with Enron North America Corp. under which either (A) for the cas= e in which Counterparty submits an offer to buy the Spread from Enron, Coun= terparty shall sell the First Transaction and buy the Second Transaction wh= ile Enron shall buy the First Transaction and sell the Second Transaction, = each in respect to a quantity of natural gas equal to the Daily Contract Qu= antity at the Contract Price on a firm basis; or (B) for the case in which = Counterparty submits an offer to sell the Spread to Enron, Counterparty sha= ll buy the First Transaction and sell the Second Transaction while Enron sh= all sell the First Transaction and buy the Second Transaction, each in resp= ect to a quantity of natural gas equal to the Daily Contract Quantity at th= e Contract Price on a firm basis.
The Contract Price for the First Transact= ion will be the midpoint of the bid and offer price(s) on the Website for t= he first product listed in the short description at the time of the Transac= tion if both the bid and offer prices are then available or the available p= rice if only one of such prices is then available.
The Contract Price for = the Second Transaction will be the Contract Price for the First Transaction= , modified by the price submitted by the Counterparty on the Website.
The transaction is from the Effective Date to the Termination Date.
The Eff= ective Date is 01 Nov 2001.
The Termination Date is 30 Nov 2001.
The First Transaction is for delivery at Union Gas - Dawn, Ontario.
The Se= cond Transaction is for delivery to Transcanada Pipelines at Niagara.
The price is quoted in US Dollars per unit of volume, which will be the Con= tractual Currency.
The unit of measure against which the price is quoted shall be millions of = British thermal units and the quantity shown shall be in millions of BTUs p= er day.
=20 STEPS FOR APPROVAL: click the =09START button=20 select =09PROGRAMS select =09TEST APPLICATIONS select=09ENRONONLINE CLUSTER(PROD) =09PROCEED WITH USUAL LOGIN/PASSWORD=20 click the=09Enron Online Production Cluster "START" button =20 select=09EnronOnLine (this is the EOL Datamanager) =09PROCEED WITH EOL LOGIN/PASSWORD click on the "+" for EnronOnLine click on the "+" for Product Types click on the "+" for "Awaiting Approval" (OR "Partially Approved") select the product requiring review as stated in e-mail above Right "mouse" click on "properties" to view product set-up=20 TO APPROVE: Right mouse click on "Approved" CW 3-7533
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Product Type approval - (CAN Gas Phy Fwd Firm East Spd < or = 1Mo)
|
Attached is a power point I used for next Tuesday's PLI presentation.
In addition to my own input, I borrowed from Ken's outline and Mark's powerpoint from last year - and so I thought I'd give us all credit on page 1.
Please feel free to make any changes or additions as you feel appropriate.
I will be out of the office on Friday and Monday, and so if you wish to discuss the presentation with me beforehand, it will be best if we speak by Thursday.
Bill.
- PLI 2001 Energy.ppt
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PLI Conference - Powerpoint
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Mary, I have been working on a clearing initiative for EnronOnline in the past two months.
Under the current structure Enron would give its counterparties an option to clear the transactions though VMAC at a fee on a trade to trade basis, so that the trades are guaranteed by a credit wrap up supplied by a third party insurance company (FSA).
Please see the appended document for a description of the clearing solution.
I am aware from information from the credit group and the global finance group about the "master netting initiative" that you are leading.
I would like to seat with you to discuss where our initiatives might overlap each other and where they might complement each other.
Appended are the documents that describe the initiative at a high level.
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Clearing initiative
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Mark, I have attached a document which contains the long descriptions for Canadian Daily Nat Gas options.
The trader will be using Options Manager on these products and because he has to choose an exercise date, he will choose a middle of the month business day.
However, there will be an option per day during the term.
Please review the descriptions the trader put together and let me know your thoughts.
Kevin Meredith
|
Canada Gas options
|
Hello: I am working with a group of lawyers organized by the Bar Association of the City of New York to help identify emergency funding sources for small businesses affected by the World Trade Center attack.
The idea is to help them secure short term loans and/or grants so that they can stay in business during this difficult period.
I am able to investigate the various sources of government funding (SBA, FEMA) but need your help with finding sources of private money such as foundations, corporate funds, the September 11th Fund (?).
My goal is to compile a list of available resources for use during counseling sessions with business owners.
There are teams of other lawyers from various firms who have agreed to represent small business owners, on a pro bono basis, in their effort to complete paperwork and deal with a staggering array of other legal matters including insurance, tax, real estate, employment and immigration issues.
You all share the dubious distinction of being in my rolodex and being perceived (by me at least) as having the right kind of contacts to help me find people and organizations to call.
My thought is that you or your colleagues and friends may be affiliated with a foundation, firm or corporation that has somehow raised money or made money available for this purpose.
Feel free to call me with information at 646-428-1814 or email me.
Also feel free to pass this message on to any others who could help.
Thanks, Bill McGovern.
|
Any ideas??
|
Mark, You have been in mind for days, longer in fact.
Every time I read about Enron I think of you, and life has been scattered so I have not been able to write.
Since the news now seems to be that your company is being bought by another, it must be chaotic for you.
Let me know how you are and what is happening.
No doubt you will survive the mess, but hope it is not taking too much out of you.
We are slowly getting back to normal, and every trip out of NY it great as I am very tired of police check points and ID's.
Our building is livable now for about a month, but still behind a barricade.
My mother has been in and out of hospital, and so that has kept me stressed.
I sold a house in KW in late Sept, so came down then for the closing.
Hated going back to NY as we were still living in a hotel then....
I am in KW now, much enjoying being able to work here but missing Don.
Back to NY next week, then here again end of month.
Planning a new addition on the house, which is trying.
The little house next door is coming up for rent as of Dec 1, in case you are interested, and I have decided to only rent it to a single guy...Maybe you need a little winter getaway??
All best, Hal
|
How are you ?
|
Mark All work on the application for a power marketing certificate has stopped and we have not asked that changes be made to reflect the merger agreement with Dynegy.
This would involve a considerable amount of work and a further analysis as to market power being prepared.
If and when it is required we can instruct that the work be performed.
I have advised our gas pipelines regulatory compliance group (Frazier King) as to the filing which may need to be made in the event that the application is made by ERMT Corp.
There is no further action required on this, provided that ERMT Corp. remains the name of the entity.
If you are considering a name change please advise as soon as is practicable in order that this can be addressed.
The share transfer forms transferring the shares in Clinton to Enron Corp. have been executed, effective 30 October 2001.
These need to be initialed and transfer accepted by the President of Enron Corp.
I am sending these to you to initial.
Marcus
|
ERMT Corp. and Clinton Update
|
In order to complete our files, please send copies of signatures to the following documents: 1.
Certificate of Amendment to Certificate of Formation of ERMT LLC (regarding name change to NETCO Holdings LLC) 2.
Certificate of Amendment To Certificate of Incorporation of ESVL Corp. (regarding name change to ERMT Corp.) 3.
Amended and Restated Certificate of Incorporation of ERMT Corp. (regarding name change to The New Energy Trading Company) 4.
Written Consent of the Sole Stockholder of ERMT Corp. (dated 11/8/01) 5.
Unanimous Written Consent of the Board of Directors of ERMT Corp. (dated 11/8/01) 6.
Unanimous Written Consent of the Board of Directors of Enron North America Corp. (dated 11/5/01 regarding contribution to RMT) 7.
Unanimous Written Consent of the Board of Directors of Risk Management & Trading Corp. (dated 11/5/01 regarding contribution to ERMT LLC) 8.
Unanimous Written Consent of the Board of Directors of ERMT LLC.
(dated 11/5/01 regarding contribution to ERMT Corp.) 9.
Cross Receipt (of ERMT and RMT regarding $250,000,000) 10.
Unanimous Written Consent of the Board of Directors of ERMT Corp. (dated 11/6/01 authorizing certain agreements) 11.
Unanimous Written Consent of the Board of Control of ERMT LLC (dated 11/6/01 regarding issuance of 20 Units) 12.
Acknowledgment of Receipt of ENA 13.
Unanimous Written Consent of the Board of Control of ERMT LLC (dated 11/7/01 regarding issuance of Class B Unit) 14.
Cross Receipt (of ERMT LLC and GSS Contract Services -- I will hold
|
Swapco -- Outstanding Items
|
(1) Met with Alan A. and Barbara G about disruption (physical and financial) at Alan's request.
Explained financial position and updated him on what we've discovered.
(2) NYMEX did not operate today at all on new system.
Say they will try for tomorrow.
(3) Am told that Platts published some indices today including crude.
Will publish MTBE (and other products) tomorrow irrespective of whether NYMEX publishes.
Will also publish methodology.
(4) Emailed ISDA Gen.
Counsel Kinberly Summe about including us in industry correspondence/conference calls about "Best Practices" statements.
(5) Thus far, disrupted indices seem to include only the following dailies: NYMEX daily OPIS Platts spreads (common pricing issue) (6) Looks like MDE will occur if NYMEX fails to publish tomorrow.
We should identify affected counterparties.
Traders may want to negotiate anyway.
Seems like they are hoping for unified industry stance just for ease and solidarity.
I'll talk to Kim Theriot in the morning.
|
quick update
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Attached is an electronic version of the Merger Agreement that we executed = with Dynegy.
As is typical with these types of transactions, there are lim= itations imposed on Enron's operations between signing and closing of the M= erger Agreement.
Please help ensure that each transaction entered into by = Enron and its subsidiaries complies with the agreement, and particularly Se= ction 7.1 of the agreement relating to conduct of business.
Peter del Vecc= hio (at ext.
39875) and Joe Henry (at ext.
51549) are available to help add= ress specific questions regarding our interim operations.
Rob Walls, John = Ale, Mark Haedicke and myself are also available, and we will help determin= e if we need Dynegy's consent for any particular proposed transaction.
We = are in the process of summarizing the interim covenants, as well as establi= shing certain procedures to ensure our compliance.
I anticipate distributi= ng these items on Thursday.
We are also having prepared a memorandum regar= ding certain anti-trust and other issues that we need to consider in any in= volvement we have with Dynegy regarding our respective operations.
We curr= ently plan on having various presentations regarding the anti-trust matters= .
Please pass the merger agreement and the subsequent materials on to othe= rs in your group as you think appropriate.
Thank you for your help and und= erstanding in this matter.
Lance.
=20 Merger Agreement for Project Gipper.DOC=20
|
Merger Agreement
|
Your review and approval of the following product type in the EOL Data manager is needed (for directions on approval, please see steps for approval at the bottom of this e-mail).
Please do not approve before 11 A.M.
US Gas Phy Fwd Firm < or = 1Mo (INTERNAL ONLY) (2200) US Gas Phy ANG Kingsgate USD/MM A US Gas Transaction with Enron North America Corp., under which Seller shall sell and Buyer shall purchase a quantity of natural gas equal to the Daily Contract Quantity at the Contract Price on a firm basis.
The Contract Price shall be as submitted by Counterparty via the Website.
The Period of Delivery shall be from the Effective Date through the Termination Date.
The term of the Transaction shall correspond to the date(s) set forth in the Product description on the Website.
The transaction is for delivery at the interconnect between TransCanada PipeLines Limited ("TCPL") and PG&E Gas Transmission, Northwest ("PG&E") at Alberta Natural Gas Kingsgate, British Columbia ("Kingsgate"), on the Canadian side of the international border.
The price is quoted in US Dollars per unit of volume, which will be the Contractual Currency.The unit of measure against which the price is quoted shall be millions of British thermal units and the quantity shown shall be in millions of BTUs per day.
STEPS FOR APPROVAL: click the START button select PROGRAMS select TEST APPLICATIONS select ENRONONLINE CLUSTER(PROD) PROCEED WITH USUAL LOGIN/PASSWORD click the Enron Online Production Cluster "START" button select EnronOnLine (this is the EOL Datamanager) PROCEED WITH EOL LOGIN/PASSWORD click on the "+" for EnronOnLine click on the "+" for Product Types click on the "+" for "Awaiting Approval" (OR "Partially Approved") select the product requiring review as stated in e-mail above Right "mouse" click on "properties" to view product set-up TO APPROVE: Right mouse click on "Approved" Regards,
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Product type approval - US Gas Phy Fwd Firm < or = 1Mo (INTERNAL ONLY)
|
To All - Attached is an updated version of the Intercontinental Exchange Participant Agreement - complete with schedules for transaction costs in various commodities.
This form is a new version of the existing Participant Agreement Enron currently has in place and is anticipated to be effective on December 1, 2001.
While I have been reviewing the legal terms and conditions, I need some assistance from you - the business personnel - on the pricing stated in the applicable schedules.
These price schedules have all been updated from the existing contracts.
At your convenience, please review the schedule applicable to your particular commodity or forward it to the appropriate person for review.
Please let me know if the pricing is acceptable.
Granted, since this is a form agreement we may not have much power to change any pricing, but I at least want each of you to be aware of the changes.
Thanks.
|
Intercontinental Exchange
|
Mark, I can use your advise on a few new projects that I am working on.
1.
The weather desk is trying to roll out a HDD Swap for Calgary by Monday= .
Most of the anticipated buyers of the product will be Canadian counterpa= rties ECC has masters with.
The desk originally thought that we need to cr= eate a GTC for Enron Canada using the ENA weather GTC.
Because if the time= issues involved in creating a new GTC (fixing all the things that are wron= g with the ENA form) I looked for a new way to deal with this issue.
I thi= nk I found it in section 3(d) of the ETA which provides that the Enron coun= terparty to a particular transaction will be the Enron Entity they have a m= aster with that covers that type of transaction.
I believe this provision = was a stroke of genius designed for just this type of scenario.
I can prep= are the long description to specify the Enron entity as "the applicable Enr= on entity" and if there is a master then the Enron Entity is the one with t= he master pursuant to Section 3(d) of the ETA and if there is no master the= ETA says the GTC applies and the GTC specifies that ENA is the counterpart= y.
Do you think this works?
2.
I was contacted by someone at McKinsey & Company yesterday who is worki= ng with the weather desk to develop a Bermuda Transformer Commercial Struct= ure to partner up with the Insurance market to provide some capital to our = weather trading desk.
I have been told that conceptually it will be a Jedi= type arrangement.
I have been asked to help them think through the issues= and coordinate with the other attorneys who work on these types of issues.= I do not want to get too deep into the structuring of this investment veh= icle myself without the appropriate legal group involved.
Would this be so= mething Jordan Mintz's group would handle or would this be something that L= ance Schuler's group would develop?
I thought I might want to talk to Juli= a Murrey (or Cristina Mordant or Carol St. Clair) to see what issues croppe= d up in the development of Jedi I and Jedi II (or maybe I should just talk = to whatever lawyer is currently handling these structures).
What are your = thoughts on how to move forward?
3.
The other rush deal is a financing deal out of Jordan's group.
The dea= l I helped look at that was a physical forward using ISDA type language is = now a financial deal (a series of Total Return Swaps) that needs to close n= ext Friday.
I will go to a meeting in the morning to try and get more info= rmation on the structure.
Angela Davis who has worked on the Total Return = swap deals has offered to help me pilot this through.
Sara thought I shoul= d check with you to make sure you don't have a problem with me taking on on= e of these deals.
I am going to try and make sure they have Danny Sullivan= from A&K working on the deal since he is the most knowledgeable lawyer on = this type of structure.
=20 I hope all goes well with your return flight plans.
Brent
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New Project Direction
|
ATTORNEY CLIENT COMMUNICATION ATTORNEY WORK PRODUCT CONFIDENTIAL COMMUNICATION Brian/Craig - I spoke to Helaine Fine of Risk Metrics.
She indicated that RM is looking at the min.
license fee number of $96K as the value to reimburse RM for the development costs of the CreditStream product.
I pointed out that we would be entitled to the $4800 revenue share from the one subscriber (as we discussed).
She acknowledged that this was provided for under the agreement and realized that we had not provided for any consideration if RM had to reimburse all subscription fees to subscribers.
I also pointed out that we had no use for the CreditStream name and trademark application and no real value associated with it either, but that we would be willing to assign this to RM if they saw any use or value.
My thought on that is to simply recoup our legal costs in pursuing the application to this point - probably around $1,500 to $2,000.
Helaine was going to speak to Alan about all of the above and get back to me.
No mention was made of the Credit Manager product and I believe we should leave it that way for now.
I'll keep you updated.
Mark
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Risk Metrics
|
Although this is definitely not the best way to announce it, today is my last day at Enron Canada Corp. and I wanted to let you know that it has been a real pleasure working with you over the last couple of years.
I apologize for letting you know by e-mail instead of giving you a call.
Unfortunately, the mechanics of my employment change required me to avoid phoning you all earlier.
Just so you know, I am returning to my old job in the world of private practice at Bennett Jones LLP here in Calgary.
I do not have my new e-mail address or phone number yet but you can reach me at the main switchboard at (403) 298-3100 starting December 3, 2001.
My mugshot, direct line and e-mail address should be appearing on the Bennett Jones website (www.bennettjones.ca) within the next month.
In the meantime, I will be taking a couple of weeks to spend with my wife and 3 month old son Jimmy.
I wish nothing but the best for you and if you ever find yourself in the Great White North of Calgary, please give me a call.
All the best,
|
Personal News
|
Mark, Today is the end of the extension for the 10Q report.
It has been completed.
I am hoping that by the beginning of next month your schedule will free up to for us to get together.
Call me when you have the time Rob
|
10Q Report:
|
We have received an executed Amendment Agreement dated as of September 19, 2001 between The Chase Manhattan Bank and Enron North America Corp.
The amendment (i) amends the definition of "Specified Swap" to include foreign exchange spot or foreign exchange forward transactions or currency option transactions; (ii) to specify that The Chase Manhattan Bank is a Multibranch Party and may act through any Office specified in a confirmation; and (ii) to add a "Scope of the Agreement" provision which states that if the parties enter into a "Specified Swap" (as defined in the master agreement) such "Specified Swap" shall be subject to, governed by and construed in accordance with the terms of the agreement unless the confirmation relating thereto specifically states to the contrary.
In addition, we have received an executed Amendment Agreement dated as of November 8, 2001 between The Chase Manhattan Bank and Enron North America Corp.
The amendment replaces the definitions of "Settlement Amount" and "Loss" as set forth in the master agreement.
Copies will be distributed.
|
The Chase Manhattan Bank
|
Cleaning out my mailbox, and I find this message from John Perschke reporting on homecoming, and requesting I sent you a note.
Sorry to delay; things have been just exquisitely busy here at work the past few months.
So I'll send a quick note, and more when I hear back from you (the email address looks suspicious, so I'll verify it first).
Big project is just wrapping up, so I'll have more spare minutes soon, I hope.
Hope all is well with you.
Still in Houston?
|
greetings
|
I was informed by Steve Douglas this morning that for tax reasons we need t= o assign a number of weather transactions ENA entered into with XL Trading = Partners Ltd. from ENA to Chiricahua III LLC and Chiricahua V LLC.
These t= wo entities are ultimately wholly owned subsidiaries of ENA.
It is intende= d that these entities will also enter into a few weather transactions direc= tly with XL Trading Partners Ltd. All of these transactions must have a te= rm that ends no later than midnight December 31 2001.
My understanding is t= hat some time after these transactions are assigned or entered into the Chi= ricahua entities will be liquidated sometime during the month of December a= nd the weather transactions will be transferred to the parent entity which = will subsequently be liquidated and moved to its parent and so on until the= transactions end up at ENA.
I would ask Bret or Steve to clarify the proc= ess to the extent that I have left anything out or misstated the proposal i= n broad terms.
If anyone needs a detailed explanation of the process pleas= e call Bret at ext.
54390.
I would ask that everyone review the attached documentation in light of the= proposal above to give their views from a credit, Dynegy merger agreement,= legal, operational, commercial, corporate governance, and guarantor perspe= ctive.
I am proposing the following draft documents for the assignment of the ENA = trades to Chiricahua III and V entities.
=20 =20 I am proposing the following blacklined draft master agreements to be enter= ed into between Chiricahua III and V and XL Trading Partners Inc.
These ar= e based on the executed ENA/XL Trading master.
Please note that Chiricahua= and XL Trading would be providing parent guaranties in the form previously= agreed upon by ENA and XL Trading.
Deb, please note the documents to be d= elivered section for the Chiricahua entities.
Will we need some new resolu= tions passed?
=20 I am attaching final drafts of the confirmations that were entered into bet= ween the parties.
The first six will be assigned to Chiricahua III and the= second six will be assigned to Chiricahua V. Rebecca, please note that I = will need copies of the executed confirmations for these transactions or th= e document that we sent to XL Trading if they have not yet signed the docum= ent by tomorrow midday if at all possible so I can attach them as exhibits.
Chiricahua III =20 Chiricahua V =20 Please let me know if you have any questions or comments on the documentati= on.
If you have any comments or questions relating to the tax purpose or p= rocess of this series of transactions please call Bret Well at ext.
54390.
Regards,
|
Chiricahua Assignments
|
Enron Kids No donation is too small!
Please contact Stephanie Truss, 5-3861, or Martha Keesler, 5-2423, to make a cash donation.
The deadline for making your cash donation is Thursday, December 6, 2001.
EWS Legal Gordon Elementary School Adoption
|
Adopt a Kid - Reminder
|
Nov. 26, 2001, 11:30PM Sizable staff of 245 lawyers in merger limbo By MARY FLOOD Copyright 2001 Houston Chronicle Whether troubled Enron Corp. merges, falls or stays the course, it is likely to deeply affect one of Houston's largest law offices: the one within the embattled company.
"We've always regarded them as one of the big law firms in Houston," said Howard Ayers, managing partner of Andrews & Kurth, one of the city's largest firms with about 240 lawyers in Houston alone.
Enron has about 245 lawyers worldwide, company spokesman Vance Meyer said.
That's a large legal stable even for a company with more than 25,000 employees.
With about 145 lawyers in Houston, if it were a private firm it would have been the city's sixth-largest, according to the Chronicle 100 survey released in May.
Energy trader Enron's internal law office has burgeoned along with the huge trading firm, now set to merge with a smaller but stronger local competitor, Dynegy.
As Enron's stock plummeted further, Dynegy last week denied rumors it might drop out and leave Enron to face a possible bankruptcy.
Whatever the company's fate, there are rough waters ahead for Enron lawyers.
Although most lawyers interviewed said they hope everybody remains employed and that it is premature to discuss the fate of Enron's legal staff, speculation in the legal community runs the gamut from rumors that dozens of lawyers could be laid off as early as this week to the idea that Enron will hold on tightly to its talent.
"My guess is they'll need their lawyers while they get things in a more steady state.
There's a lot of legal work to go through," said Joel Swanson, a senior partner at Baker & Botts, a Houston law firm with about 265 lawyers here.
Not only does Enron have a large cadre of lawyers inside its company, but it also has hired just about every large firm in Houston over the last few years.
Several of the biggest Houston firms are working on the merger for either Enron or Dynegy, and others are standing by wondering which outside firms will get the biggest pieces of legal work when the new company is created.
Enron's legal department has siphoned talent from Houston's top law firms over the years.
Heads of law firms said they have seen plenty of promising lawyers lured away by Enron's competitive pay combined with stock options, which were a lucrative draw until recently, as shares have lost 95 percent of their value.
"Enron has one of the premier legal departments in the country," said Jeff Love, managing partner of Locke Liddell & Sapp, a Houston-based firm with about 175 of its lawyers here.
Enron has hired a lot of what are called "laterals," or lawyers who have had a couple years training, often at a big firm.
Although jobs in corporate counsel offices are generally considered easier than big-firm life, that's not the reputation of Enron's legal eagles.
As with the company itself, the general counsel's office has been known as innovative and hard driving.
"I don't think anybody lateraled into Enron with the expectation of an ordinary life," Ayers said.
In the Houston market, where big-firm first-year lawyers start at around $110,000 a year, the advantages of going to an expanding company like Enron were the stock options and the opportunity to grow with the company.
If heavily anticipated layoffs occur at Enron, top Houston lawyers expect casualties to land on their feet.
Looming recessions are not always bad for job-hunting lawyers.
Bankruptcy, litigation and mergers all can boom in rough times.
Several Houston-based law firms said they have recruited a slightly larger starting class of lawyers for 2002, meaning they don't expect to scale back their business in the immediate future.
Should the merger succeed, Enron's 245 lawyers will join Dynegy's 43.
"The question of how you integrate the two staffs, as with a lot of things associated with the merger, won't be worked out for some time," Dynegy spokesman Steve Stengel said.
|
Sizable staff of 245 lawyers in merger limbo
|
Hello - I was searching your website for capabilities on emissions trading.
I understand you conduct and enhance market information as well as establish custom solutions that enable environmental compliance.
I was wondering if you an provide some information on your services, and what the current trends are for SOx and NOx emissions trading.
How does Enron participate ?
Most importantly, I was wondering if you have available data on cost savings for Enron itself as well as others in the industry.
Thank you for your help - I look forward to your reponse.
Sincerely,
|
Emissions Trading Inquiry
|
Mike: This experience has to be gut-wrenching for you.
It is truly incredible.
If we can assist you in any way, please let me know.
David T. Crary, Ph.D.
Professor, Department of Finance Assoc.
Dean for Executive Education E. J. Ourso College of Business Admin.
Louisiana State University Baton Rouge, LA 70803 225/578-6354 (v) 225/578-6983 (f)
|
Job
|
Mary, we are under a good deal of commercial pressure to execute the power = swap with Ontario Power Generation by the end of 3rd quarter.
I understand= the swap is for 3 years after Ontario Market Opening, with Enron as fixed = price payor (Cdn.
$50) and OPG as floating price payor.
I also understand = that OPG has provided their comments on the documentation, and would apprec= iate if we made it a top priority to review and respond to their comments a= s soon as possible.
I understand that there may be a significant number of= matters ongoing for quarter end, as well as because of the recent events.
= However, the draft ISDA has been outstanding for a considerable period and= , as mentioned, we have commercial pressure to execute the transaction.
If= it would expedite matters, perhaps we could document under an Omnibus GTC = (although OPG will likely have similar comments which will need to be addre= ssed) or we could assign another lawyer to completing the documentation, in= cluding Chris Gaffney.
Please let me know.
Regards, Peter
|
Ontario Power Generation Swap
|
Does anyone have a copy (or know where we can obtain one) of an executed Corporate Services Agreement between ENA and Enron Canada Corp. dated sometime last year?
Please let me know as soon as possible.
Thanks, Deb
|
Corporate Services Agreement
|
Attached for your review and comments is a revised Confirmation for the EES Weather (snowfall cap option) product.
I have also attached a blackline against the last draft distributed, as well as a copy of the last Terms and Conditions distributed (unchanged from prior draft) and the Credit Support Annex (also unchanged from prior draft).
Unless informed otherwise, this product is scheduled for release no later than tomorrow so kindly send any comments to my attention ASAP, or let me know if you require additional review time.
Please note also that the foregoing is not intended to imply that other procedures and approvals (eg.
RAC Approval), if any, required for the introduction of new products by EES' / EWS' policies have been completed.
Thanks,
|
Revised Weather Products
|
Bob, We have updated our EBS Master Agreement, so made some conforming changes to the EOL (with Credit) and EOL (without Credit) GTCs.
Please find them attached.
I have also revised the product descriptions that I have to make sure that the language was consistent (although I was given a number of versions to work from).
Let me know if you have questions about any of these changes or if you have any questions about additional changes to EBS info on EOL that may be required.
All the Best!
Cynthia
|
EBS Master Agreement
|
Hi, I need your help.
I would like you guys to prioritize the "first 10" and the "second 10" firms that we would like to change our existing trading agreements with to allow all of us to use ConfirmLogic.
I would like this process to go forward even if the counterparty has not yet signed up for the module.
To my mind, the legal change simply gives us both the option (and perhaps the preference, but not the obligation) to use the module to serve as a legal confirmation.
Please let me know if there is anything I can do to help speed up the process.
As I understand it, only Sempra currently has proposed changes in front of them.
I would like us to have proposed changes in front of the top 20 clients by September 20.
Many thanks, Tom
|
Contract Amendments for ConfirmLogic
|
The Net Works/Financial Trading Group's Quarterly Legal Review with Mark Haedicke will be on Friday, October 26, from 9:00 to 11:00 a.m. in EB38C2.
Please plan to attend.
Thank you.
|
Net Works/Financial Trading Group Quarterly Legal Review
|
Hi Mark, Attached is a Service Level Agreement for our deal with Global View Software.
Forthcoming will be two attachments - one that gives EOL contact names and numbers and one that outlines the hardware in detail.
I assume that neither will have any bearing on the SLA.
We would like to see it turned around in a week or so if at all possible.
Global View actually has the hardware and we are in the middle of some user acceptance testing.
Please give me a call if any questions.
Thanks,
|
SLA for Global View Software
|
you will check in with CO and they will reissue your tkt at the airport.
If you have any questions, please let me know.
Thanks,
|
TAYLOR/MARK E 18OCT IAH to MLI - plz note changes
|
This email is to update you on the status of the 2001 ISDA Master Agreement Protocol (the "Protocol").
As part of the Protocol, there were four annexes that addressed the disappearance of the 12 national currency units on January 1, 2002 and the introduction of the euro.
These four annexes have been separated from the Protocol and published on our website on September 24 as the 2001 Euro Protocol.
The adherence period for the 2001 Euro Protocol is September 24 to November 30, 2001.
It was important to move forward with the 2001 Euro Protocol, given the specific nature of the timing of the introduction of the euro.
With respect to Annexes 1 through 8, we propose drafting a new ISDA Master Agreement rather than moving forward with a Protocol.
The continuing debate on the details of Annexes 1 to 8, the relevance of the Protocol for these provisions and the interest in moving forward with a new ISDA Master Agreement are some of the reasons for this recommendation.
An extraordinary amount of effort has gone into preparing the Protocol and will provide a strong basis for proceeding with a new ISDA Master Agreement.
Please let me know what your thoughts are on this suggested approach.
With respect to Annex 9, the Force Majeure Annex, we propose posting a Form of Amendment and the Force Majeure provisions (as well as the Commentary) on our website.
This would allow firms to incorporate such language into their Master Agreements on the basis of bilateral negotiation.
Any views you may have in light of the events of September 11 would be welcome.
Lastly, with respect to Annex 10, the Tax Protocol, our Tax Committee will be contacted on Tuesday to determine how to proceed with respect to those issues.
Any views on this issue would also be welcome.
|
2001 ISDA Master Agreement Protocol
|
We have extended the deadline for submission of written materials for the SWAPs.....program to Friday, October 12th.
We would appreciate your letting us know whether any of the materials you will be submitting will require copyright permission so that we may assist you with that process.
We ask that you send us your biographical information as soon as possible.
Thank you in advance for your efforts to make the SWAPs program a success.
|
SWAPs & Other Derivatives in 2001
|
The Natural Gas Trading audit, executed by Andersen, has been completed.
The attached Final Report has been reviewed with key process owners and issues were discussed with appropriate personnel, both during the audit and at the Closing Meeting.
Final Reports will also be reviewed in detail with Wes and Sally on a periodic basis.
EAS will follow up with you regarding implementation of corrective actions for High Priority Items If you have any questions, please contact me at ext.
5-4554.
Thank you.
Mechelle Atwood Director, Enron Assurance Services Enron Wholesale Services
|
Natural Gas Trading Audit Report
|
FYI.
Good idea.
But, I think we may have some exposure to manage if there are follow-up articles.
If the 200 lot product is not offered universally to all EOL customers, it's a change from the way we have positioned EnronOnline.
There may a legal issue with it as well.
It will be helpful for me to know how offering the product selectively benefits Enron.
Kal UK: Enron ups online metals transaction sizes.
09/27/2001 Reuters English News Service (C) Reuters Limited 2001.
LONDON, Sept 27 (Reuters) - Commodities trader Enron has amended its internet trading platform EnronOnline (www.enrononline.com) to allow some users to increase the size of metals transactions.
For selected clients, Enron is now making markets in three months copper and aluminium for maximum 200-lot transactions, compared with the standard 20-lot markets on the system.
For the larger-volume deals Enron is quoting a wider $4 bid-ask spread rather than the standard $2 spread.
Joe Gold, president of Enron Metals, said, "The 200-lot market was developed because a number of people asked us to put something of a larger size on there."
He said the 200-lot market was open to a restricted number of users, but was not focused on any one particular section of the market.
"People who like large lots tend to be big producers, some of the funds, and so on.
They're people who have a commercial relationship with us already," he said.
Traders said the increased transaction size could give Enron an added edge when competing for fund business.
"It's a big step up in liquidity.
If I was them my first call would be to the top 10 fund managers to say 'why don't you stop messing around with phone calls and come to the screen where you can trade 200 lots at the click of a button?'"
said one.
"Even if they don't manage to get these guys' business, they've raised the bar.
Their other clients may have to conform to the Enron model, offering 200-lot deals and maybe a $3 spread if they want to beat Enron."
U.S.-based Enron Corp became a major player in the metals trade in May last year when it acquired MG plc, a leading independent international metals dealing firm in London which had previously absorbed fellow LME ring-dealers Rudolf Wolff & Co and Billiton Metals Ltd.
In July last year the company announced the first physical metals transaction on EnronOnline.
The system differs from the screen trading systems operated by the London Metal Exchange (LME) and UK-based metals and energy broker Spectron in that the trading platform is open to a broad range of users but Enron is the sole counter-party in each transaction.
Both the LME's LME Select and the Spectron trading platform enable trading between individual users, but limit membership to Category 1 (ring dealing) and Category 2 (associate broker clearing) members of the LME.
Folder Name: Rahil Jafry Relevance Score on Scale of 100: 89
|
UK: Enron ups online metals transaction sizes.
|
Please find attached a revised draft of the Request for No-Action Letter.
We have also attached a redline showing the revisions made to the previous draft.
Sincerely,
|
EES Draft Request for No-Action Letter
|
After discussions with Elizabeth Sager and Leslie Hansen, we have developed a few additions to the EOL Paperless Confirm Amendment form to clarify that (1) neither party shall (not just that neither party is required to) send paper confirms, and (2) the transaction's records on EOL control over any conflicting terms in the underlying Governing Agreement.
I have attached a draft below of a Consent and Agreement for Idacorp with the proposed changes in italics (see Para.
1(a)(i) and 3).
We made this last change in anticipation of revised EOL power product definitions, which new definitions will conflict with important terms (such as the force majeure clause) in the Power Master.
If you don't want any of these proposed changes to be made to the form as a whole, and would prefer that they be handled in the Power Annex so as to apply only to Power, please let me know.
Janet
|
Suggested revisions to EOL Paperless Confirm Amendment text
|
Mark: I'm getting calls from different people with AA requesting copies of all "legally approved" confirmation templates.
I've had requests today from two different people with respect to power and rate/FX.
Do we have a formal process for approving templates?
Where are the templates kept and how does legal know if they have been changed?
Have similar requests been made for other products?
There does not seem to be any sort of AA uniform deadline for submitting the templates.
I've asked AA to advise you so that we can all be consistent in our responses.
Thanks.
Sara
|
confirmation templates
|
I have asked the tax guys to talk to you directly since I am in South America this week.
If you have not heard from them, you might try calling Stephen Douglas or Jeff Blumenthal.
They are the tax experts for EnronOnline.
|
Singapore domain name
|
Robin: We use two firms for U.S. derivatives advice - both in New York and both highly recommended: David Mitchell of Cadwalader, Wickersham & Taft (212)504-6285 Ken Raisler of Sullivan & Cromwell (212)558-4675 David we use for contract issues - what should our forms look like under various conditions, etc.
and Ken, who is a former General Counsel of the CFTC, we use for policy questions, political (lobbying) and e-commerce issues.
Please feel free to use my name when contacting either of them.
If neither of these is exactly what you are looking for, let me know and I can put you in touch with others.
Mark
|
Derivatives Counsel
|
Hey Amanda!
Yao just gave me your e-mail address.
He had told me you were at UVA a couple of months ago.
How do you like law school so far?
I have to admit I pretty much hated every minute of it.
Now that I think about it, I can't say that being a lawyer had been all that much fun either.
Oh well, the pay is pretty good.
I found this picture of my boat on the internet site of the charter company that rents it out for me when I'm not sailing (which is most of the time).
When are we going sailing again?
Got any good vacation weeks coming up?
The Caribbean sure sounds good right about now......
|
Hi!
|
Sorry I missed you earlier - please blame Louise who refused to let me leave the meeting I was in with her to call.
I tried to call you in London just now but there was no answer.
If you are still around, please feel free to try me again but if that doesn't work I will be in all next week and am happy to set up a time that works for you.
Mark
|
Conference call
|
The Houston desk has asked me to prepare a form of confirm for a credit derivative based on the bankruptcy of a Canadian reference entity.
Before I talk to Canadian counsel about the bankruptcy laws there I thought I should check with you guys and make sure you haven't done this already - any issues you know of?
Thanks, Mark
|
Bankruptcy Swaps with Canadian Reference Entities
|
This is the North America version.
There are a number of variations for different jurisdictions.
You can see them all on the website by going to enrononline.com and then going to the "How to Register" page.
There is a drop-down that lists all of the available PA's.
|
PA and ETA
|
Justin - David Samuels and Rahil Jafrey have come up with an idea for an incentive to get people to use EnronOnline.
They want to set up a sports fantasy league system on the website allowing users to accumulate points and then awarding prizes to the winners.
The first proposal relates to European football (I think) and they would like to meet to discuss the idea at 10:00 a.m. Houston time Tuesday.
Any chance you might be available to listen in?
|
EnronOnline
|
Steve: Here is the most recent draft of the swap agreement.
The marked copy (the second attachment) shows the changes with the exception of the payee tax rep which has been deleted in the clean version.
Mark
|
Enron Re/European Finance Re Swap
|
One day, while walking down the street, a highly successful lawyer was tragically hit by a bus and killed.
His soul arrived up in Heaven, where he was met at the Pearly Gates by St. Peter himself.
"Welcome to Heaven," said St. Peter.
"Before you get settled in, though, it seems we have a problem.
You see, we've never once had a lawyer make it this far and we're not really sure what to do with you."
"No problem-just let me in," said the lawyer "Well, I'd like to, but I have higher orders.
What we're going to do is let you have a day in Hell and a day in Heaven, and then you can choose whichever one you want to spend an eternity in."
"Actually, I think I've made up my mind...I prefer to stay in Heaven," said the lawyer "Sorry, we have rules," said St. Peter, and with that, he put the lawyer in an elevator and it went down-down-down to Hell.
The doors opened and the lawyer found himself stepping out onto the putting green on a beautiful golf course.
In the distance was a country club, and standing in front of him were all of his friends and fellow lawyers with whom he had worked.
They were all dressed in black tie and evening gowns and cheering for him.
They ran up and kissed him on both cheeks and they talked about old times.
They played an excellent round of golf, and that night went to the country club where he enjoyed an excellent steak and lobster dinner.
The lawyer even got to meet the Devil, who was actually a woman and very good looking.
He had a great time telling jokes and dancing.
In fact, the lawyer was having such a good time, that before he knew it, it was time to leave.
Everybody shook his hand, thanked him for coming and waved goodbye as he got on the elevator.
The elevator went up-up-up and opened back at the Pearly Gates, where he found St. Peter waiting for him.
"Now it's time to spend a day in Heaven," he said.
So the lawyer spent the next 24 hours lounging around on clouds and playing the harp and singing.
He had a great time, and before he knew it, his 24 hours were up.
St. Peter came and got him.
"So, you've spent a day in Hell and you've spent a day in Heaven.
Now you must choose your eternity," he said.
The lawyer paused for a second, and then replied, "Well, I never thought I'd say this.
I mean, Heaven has been really great and all, but I think I had a better time in Hell."
So St. Peter escorted him to the elevator and again he went down-down-down, back to Hell.
When the doors of the elevator opened, the lawyer found himself standing in a desolate wasteland covered in garbage and filth.
He saw his friends and fellow lawyers were dressed in rags and were picking up the garbage and putting it in sacks.
The Devil appeared before the lawyer.
She now had horns sticking out of her head, fire spit out her ears and nose and she had a very evil laugh The lawyer stammered: "I don't understand.
Yesterday, I was here and there was a golf course and a country club and we ate lobster and danced and had a great time.
Now all there is a wasteland of garbage and all of my friends and fellow lawyers look overworked and miserable."
The Devil looked at the lawyer and smiled.
"Yesterday we were recruiting you; today you're ours."
|
Life in the Law Firm
|
If you didn't believe us before, I'm sure it is by now painfully clear that negotiating master swap agreements is a very lengthy process.
My impression is that the commercial team in Portland is anxious to begin trading financially.
If this is correct, it would be possible, at least from a legal point of view, to begin trading now under the existing documents.
In each case where a master agreement is already in place, trades entered into before the amendments we want will certainly be binding on both parties.
Our only issues with trading under these agreements are where we need more restrictive credit provisions and that resumption of trading before an amendment is signed reduces to some extent our negotiating leverage.
As to the credit issue, only the credit group can decide whether or not to permit trading under the existing terms.
As for the negotiating leverage, if the commercial people want to resume trading immediately, my suggestion would be to let them go ahead.
If it turns out that additional leverage is needed, we can always stop trading.
Where no master swap agreement exists, we have documentation available to enable trading on a limited basis until the master is signed.
The so-called "omnibus" confirmation will work for any normal commodity derivative transaction and can be customized to include necessary credit provisions - even where multiple trades exist with the same counterparty.
Tana has unsuccessfully tried to get you access to our Lotus Notes database so you could determine the status of any negotiation on an up-to-the-minute basis.
She will be sending a monthly report of our progress until you get the necessary software to access the database.
Of course, if any issues come up in the meantime, please continue to feel free to call.
|
Financial Trading Documentation
|
Please revise my entry in the Web Directory to show my new e-mail address - Mark.Taylor@enron.com - and my Greek affiliation as Zeta Beta Tau.
?
Thanks!
|
Web Alumni Directory Correction
|
Thanks for your note.
It is kind of exciting.
I think this attachment is probably the treaty you want.
I'm sorry it didn't "save" better but I think you can probably print it out legibly.
I have a copy printed from Westlaw.
Let me know if you want me to fax it.
|
Treaty
|
Dave: Here is the agreement I received from London which I have revised to apply to the Chicago situation.
Let's consider this a rough draft at present.
It does identify some interesting issues regarding how this will work.
let's get together and go through it and see what we need and what we don't.
Let me know what time works for you.
Mark
|
Back to Back Agreement
|
It's that time again.
We need to prepare our group and individual goals for 1999.
Please give these some thought and give me your suggestions for our group's goals by the end of the week.
Thanks,
|
1999 Goals
|
Michele: Just to let you know that I have approved the following for Carol: 1.
In addition to the 6 weeks that Enron allows for leave, Carol will add to that period by using any remaining vacation time that she has for 2000 (I believe an additional 10-12 days).
2.
After that time is used up, Carol will be on an unpaid leave of absence until December 31, 2000.
Please let me know if there is anything else you need.
Mark
|
Carol St. Clair
|
Tana and I were unable to find anything useful here.
David Mitchell thought he might find something for us in his files and will send it to us but as he remembers it, we never got very far with the details.
He probably just advised that if we ever did set up a CTA that it should be completely separate - both in legal entity and staff - from our trading activities and should be Chinese Wall fenced as well.
I'll send over whatever we receive from him and warned him that you might be calling.
|
CWT memo re: CTA
|
Current Plan: Days away: Sept. 21 through Oct. 3 (assuming you work on the day we leave and go back to work the day after we return) 9 work days Wed. Sept. 20 - Leave Houston around 6:00 pm Thur.
Sept. 21 - Arrv.
London early a.m., transfer to flight to Nice - Arrv.
Nice around noon?
rent car & drive to first hotel (less than 1 hour away); collapse Fri. Sept. 22 - Stay in same hotel, visit Monaco, Nice?
Sat.
Sept. 23 - Drive to St. Tropez - through Nice , Cannes & other coastal towns, check-in mid afternoon Sun.
Sept. 24 - St. Tropez Mon.
Sept. 25 - St. Tropez Tue.
Sept. 26 - Drive to Nice, return car, fly to Paris Wed. Sept. 27 - Paris Thur.
Sept. 28 - Paris (Versailles or Fontainbleu - half day side trip) Fri. Sept. 29 - Paris (Giverny - Monet's gardens - 3/4 day side trip) Sat.
Sept. 30 - Paris Sun.
Oct. 1 - Paris to London in afternoon - probably by Eurostar train - (arrv.
London late afternoon) Mon.
Oct. 2 - London (meetings for CLH) Tues. Oct. 3 - Fly London to Houston (lv.
around noon, arrv.
around 4:30pm)
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Vacation Dates
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As I mentioned in my voice-mail, this needs to go somewhere that users might actually see it - e.g.
a news ticker story.
Simply adding it to the Legal & Privacy Statement, while helpful, is not sufficient.
EnronOnline will assist users, upon request, in arranging for direct access connection (such as a "T1" line or other means of direct access) to EnronOnline, as an alternative to internet access.
Direct access connections might enable users to access EnronOnline more quickly than is currently possible through internet access.
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Direct Access Disclaimer Language
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Paul: Here is the FSA letter with my comments inserted in red.
I have tried to make it a bit stronger by deleting references to our positions being merely "arguable."
The language I deleted in the first part of 3.4 I thought was unnecessary and just point out doors that may remain open for the SFA.
The language added in 3.5 was an attempt to show how much EEFT does vs. EnronOnline.
Is there a reason we are referring to Net Works rather than EnronOnline LLC?
It is also a Delaware limited liability company.
Are we afraid it may have a I also wonder if the discussion of EPOL's involvement in 2.2 and 4.2 is really needed since the ETA is entered into on EEFT's behalf.
If this has not yet been raised by the SFA, it doesn't seem necessary to flag it for them.
My position would be that EEFT is a party to that agreement whenever it is necessary in connection with an investment.
Mark
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FSA Letter
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Louise - These are excerpts from the most recent version of the PPM I thoug= ht=20 you might want to see.
The document itself is attached.
It strikes me tha= t=20 there are some remaining inaccuracies here but I don't know how strongly yo= u=20 feel about them.
PPM Page 12 The unique technology behind EnronOnline is primarily based on the=20 proprietary price manager software that Enron has developed to allow=20 real-time price updates to be displayed.
The price manager is a system tha= t=20 allows traders to manipulate the prices displayed based on activity on the= =20 site and in the marketplace.
The system can be set up to increase or=20 decrease posted bid/offers by a certain dollar amount in response to market= =20 movement or to a sale or purchase of a specific product.
The system also h= as=20 capability to link several products and adjust prices with the movement of= =20 any other product.
Traders continually monitor these movements and can=20 override or change a price at any time and the site will be automatically= =20 updated, thereby providing a liquid market at all times for the customers.
= =20 Finally, the system is also capable of customizing some trades by combining= =20 the appropriate underlying transactions.
PPM Page 22 Louise Kitchen Managing Director - EnronOnline ENW Louise Kitchen is President and COO of EnronOnline and has managed the=20 business since the initiation of the project in November 1999.
Louise was= =20 responsible for the development and launch of EnronOnline and remains=20 responsible for the ongoing operation of the business.
Louise ran Enron=01= ,s=20 retail operation in the U.K. from 1997 to 1999, where she introduced=20 electricity sales as an incremental offering to natural gas, which led to a= =20 ten-fold increase in the customer base.
She joined Enron in the spring of= =20 1994, with responsibility for building a gas trading business for Enron in= =20 Europe.
Prior to joining Enron, Louise was employed by PowerGen, where she= =20 worked in electricity trading before taking responsibility for PowerGen=01,= s gas=20 trading activities.
Louise received her Bachelor of Arts in Economics and= =20 French at Kingston University.=20 PPM Page 25 The EnronOnline system is capable of handling over 3,000 price changes each= =20 minute, which is necessary to keep up with a volatile marketplace and to ke= ep=20 the best price available at all times.
Also built into this system are=20 checks and balances from risk control policies that monitor all positions a= nd=20 manage risk.
=20 [and very similar to the excerpt from page 12 above] The unique technology behind EnronOnline is primarily based on the=20 proprietary price manager software that Enron has developed to allow=20 real-time price updates to be displayed.
The price manager is a system tha= t=20 allows traders to manipulate the prices displayed based on activity on the= =20 site and in the marketplace.
The system can be set up to increase or=20 decrease posted bid/offers by a certain dollar amount in response to market= =20 movement or to a sale or purchase of a specific product.
The system also h= as=20 capability to link several products and adjust prices with the movement of= =20 any other product.
Traders continually monitor these movements and can=20 override or change a price at any time.
The site is automatically updated,= =20 thereby providing a liquid market at all times for the customers.
Finally,= =20 the system is also capable of customizing some trades by combining the=20 appropriate underlying transactions to satisfy the request of the purchaser= .
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Net Works PPM Issues
|
I have received a bill from LeBoeuf for work done in June on the ACE insurance matter for a bit over $36,000.
This included around 23 hours by PB Wright ($12,000) and 38 hours by SD Avitabile ($13,000).
Does that sound right to you?
I have to allocate this to the business units - should it all go to East Power Trading?
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LeBoeuf bill
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Justin: Do you know whether we have acquired any companies with CFTC registrations of any kind (e.g.
Commodity Trading Advisor or Futures Commission Merchant)?
I was wondering who was responsible for compliance matters if we have.
I hope you're well and all my best to Fran.
Mark
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MG
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I saw this on the internet & thought I'd pass it along.....
Eating fish does contribute to your intelligence, particularly before and just after you're born.
A researcher at the University of Connecticut has found that some fish are high in a certain chemical that's vital to brain and nerve cell growth in fetuses and newborns.
Babies can't make enough docahexanoic -- or DHA -- a fatty acid that helps
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Fish
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It looks like Phase II of our construction project (over where Julia's office used to be) will be finished on the 18th so she will be moving into her new office that weekend.
I now have the plans for Phase III and it turns out your office will be included in the construction area.
Phase III will probably start on the 25th.
That could always slip but I wanted to give you as much notice as possible.
Hope you are all doing well.
Getting any sleep yet?
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Office Build-out
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