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Hi there,.
It has been to long since we were in touch and you have been on my mind with all the bad news from Enron.
How does this affect you and I guess I'm just wondering how you are doing.
Write when you can and let me know what is happening.
Things are fine here just getting settled in and beginning a new life in Nebraska.
It really isn't too bad and in fact it is nice living close to my parents.
They are a big help with the girls and I can do things for them that they are unable or too tired to do anymore.
We are living at 97th and Fort who would have thought that I would buy a house in this neighborhood and be sending my daughters to the elementary school I attended!
This is fine for now and hopefully we will get out of debt someday (after the fall of the golf shop) and feel like we have more choices.
The Lord works in mysterious ways and remember that through all of this, things will be okay.
We will be here for Christmas so if you guys are in town be sure to call (402)571-3687.
Here is our address 9726 Ogden , Omaha, 68134.
Susan
| Susan |
The notice announcing the public conference on El Paso's Full Requirements capacity allocation was issued and is attached.
The conference will be held on April 16 at 10:00 a.m.
The notice contains a reference to the Staff's proposal and a description of such.
The only "discussion paper" available is the power point presentation made at the March 13th open Commission meeting, which I am also attaching.
To note, during the discussion at that meeting it was indicated that this may be a Commissioner-level conference.
(See attached file: rp00-336_tech.conf.pdf)(See attached file: G-1March13.ppt)
| El Paso FR conf. scheduled |
Attached is a table containing estimates of levelized rates for the Sun Devil project for several combinations of equity capitalization and capital recovery periods.
Other assumptions underlying the rate calculations are also shown.
If you have any questions or need any additional studies please advise.
| Levelized Sun Devil Rates |
** Proprietary ** Kevin: You wound me.
I was the person that called you by error, I was trying to call Michelle and dialed your number by mistake.
So by the time I was saying who I was you had already hung up, ouch!
Sorry for the boo boo.
Hey how's is everything going?
Sometimes I hate bid week, it's too busy I don't have enough time to check in with people.
Did Michelle tell you we picked up some more transport from her on TW and may no longer be looking for more.
How's the Sun Devil project going anyway?
I haven't heard any word lately.
Hope all is well with you, take care,
| wrong number |
In preparation to present offers to APS, Duke, and Panda, the following tasks need to be completed- James, Teb, Blair to calculate rates for $911 MM facilities according to the following guidelines- - Rate matrix based on contract terms of 15/20/25/30 years - Project depreciation consistent with contract term - Segmented rates (max rate) - Levelized - Volume allocations: SJ-780k/d; Cal Border-330k/d; Phoenix;500k/d - Incremental O&M costs charged to new shippers prior to next rate case; O&M costs re-allocated based on expected outcome following next rate case.
- Incremental fuel retention charged to new shippers prior to next rate case; fuel costs re-allocated based on expected outcome following next rate case.
- Determine rate sensitivity (for 15/20/25/30 year terms) assuming +/- $25 MM change in cost of new facilities - Determine rate sensitivity (for 15/20/25/30 year terms) assuming +/- $2 MM change in O+M re-allocated based on expected outcome following next rate case.
Kevin to provide capital structure and cost of debt, cost of equity (in light of recent circumstances) in support of new rate analyses.
Eric, Kevin, Lorraine and Michelle to outline commercial transaction structures for APS, Duke, and Panda.
Eric to schedule meeting to discuss rate indexation.
Eric to schedule next team meeting asap (target=Nov 1).
| Sun Devil |
Hi Kevin, Here all the people who have tried our online applications and subscribe to it.
Please let me know when you have time to do another trial.
It appears a lot of people at Enron have an interest in the information we provide.
| Henwood's Online Applications |
Kevin, I talked with Larry Black with Southwest Gas Corp. today.
I had called him to inquire about the possibility to getting more market in the Las Vegas area.
He said that they have for quite sometime tried to come up with a way to expand their system to add new customs but could never justify it.
Larry said he would welcome the opportunity to explore a way to expand their system into Las Vegas.
Do you think that there is a way we could compete with Kern River in Las Vega or find a way to take advantage of the capacity Kern River has available from Las Vegas into Kern Mojave Pipeline?
Larry said that he met with you and Lorraine Lindberg about 10 days ago to talk about the Sun Devil Project and he thinks that Steve Harris and Lorraine will be meeting in Las Vegas with SWG in the near future.
If we or they come up with any ideas, maybe it could be discussed then.
Steve
| SW Pipeline Corp. |
This email is to let you know that the October 2001 version of NEWGen is available for download on www.rdionline.com.
If you do not want to receive this email please reply with unsubscribe me as the subject line.
Thank You,
| NEWGen October Release |
Karen, I have reviewed the redline document that Debra Perlingiere spent time on.
It is not a finished product and needs a great deal of work.
I will continue to work on it.
Apparently the redlining must have been confusing and I need to start fresh.
I will try to get the redline to you as soon as possible.
If we need to put something in place before the contract is executed, maybe we can document the transaction under the existing GISB contract currently in place between the parties and agree that the transaction will be rolled up under the new master once the Master is executed.
| Wisconsin Public Service Corp. proposal |
Forwarded for your information.
I recall talking with Gregg about this and that we did not intend to use the GISB for anything more than one month.
I think we agreed to let it sit.
| TPC SPECIAL PROVISIONS |
Barbara, Tom Martin called and said it was his understanding that he could buy gas at any EOL point such as Exxon Katy, Waha or Carthage for any term and that he could resell such gas into HPL.
I explained to him that the EOL carve out was for transactions of less than one month.
He asked if you could call him if his understanding was incorrect and then he asked if you wouldn't mind just calling him to discuss the matter.
| Non Compete |
A woman goes to her boyfriend's parents' house for dinner.
This is to be her first time meeting the family and she is very nervous.
They all sit down and begin eating a fine meal.
The woman is beginning to feel a little discomfort, thanks to her nervousness and the broccoli casserole.
The gas pains are almost making her eyes water.
Left with no other choice, she decides to relieve herself a bit and lets out a dainty fart.
It wasn't loud, but everyone at the table heard the poof.
Before she even had a chance to be embarrassed, her boyfriend's father looked over at the dog that had been snoozing at the woman's feet and said in a rather stern voice, "Skippy!"
The woman thought, "This is great!"
and a big smile came across her face.
A couple of minutes later, she was beginning to feel the pain again.
This time, she didn't even hesitate.
She let a much louder and longer fart rip.
The father again looked and the dog and yelled, "Dammit Skippy!"
Once again the woman smiled and thought "Yes!"
A few minutes later the woman had to let another one rip.
This time she didn't even think about it.
She let rip a fart that rivaled a train whistle blowing.
Once again, the father looked at the dog with disgust and yelled, "Dammit Skippy, get away from her before she craps all over you!"
| THE SMELLY SCAPEGOAT |
Charlotte, Please explain what you are referring to when you state that Article 12.7 was omitted by accident.
My copy of the signed agreement has 12.7.
I am attaching the proposed Amendment for your review and comments.
I added the Gas Daily Midpoint Price to be used as a default index when a index was not specified and for online transactions.
Please review and let me have your comments, if okay, please start the execution process and forward 2 to me for signature by ENA.
| PG&E/Enron Agreement Amendment |
Charlotte, Please explain what you are referring to when you state that Article 12.7 was omitted by accident.
My copy of the signed agreement has 12.7.
I am attaching the proposed Amendment for your review and comments.
I added the Gas Daily Midpoint Price to be used as a default index when a index was not specified and for online transactions.
Please review and let me have your comments, if okay, please start the execution process and forward 2 to me for signature by ENA.
| PG&E/Enron Agreement Amendment |
Mike, Attached please find a draft confidentiality agreement which we would propose to use with the financial information required to be provided pursuant to the guaranty.
If acceptable, please print and start execution, we will sign when we receive the other documents.
Sorry for the delay, I had requested this from our credit department and forgot to follow thru.
M
| Ormet Confidentiality Agreement |
Dave, I have attached the above sample form for your review.
I have been unable to find any documentation where we act as an agent for the shipper and contractually agree to remarket their unused capacity.
As soon as I find some language, I will forward same to you.
As we discussed, the major concerns that I have concerning the Energy Marketing Services Agreement form that Kaiser provided relates to the duties of the Marketer thereunder.
ENA is in the business of buying and selling natural gas for its own account and as such any services it agreed to provide relating to most of the items under Articles III and IV would be subject to claims of abuse or violation of fiduciary duties.
Specifically, ENA should not agree to perform the items under Article IV, Section A.
Parts 1-8, 11; Article IV, Section B. Parts1-2, 4, 6; Article IV, Sections C, E, and F. Otherwise, ENA sales obligations should be patterned in the manner set forth in the Enfolio Contract which provides safeguards for both parties in the event of a default by either.
Therefore, we need to work from our Enfolio contract and I will get you some agency language for the confirm to address how we would share any transportation savings that we were able to obtain for them during the term of our sales transaction with them.
Please call me after you have had a chance to review the contract.
| Sample Enfolio Contract Form Attached |
Doug, As we discussed, Larry Pardue has requested that I get you to sign an officer's certificate regarding the execution and delivery of the Fuel Supply Agreements.
The document that he forwarded to me does not define the agreements that he wants you to certify as to.
They are vaguely referred to as Transaction Agreements which have been delivered.
As far as I know, he may be wanting a certification as to the Consent documents.
If they get back to me, I will request that they modify the document to reflect the Fuel Supply Agreements only and that you are not aware of any reason why they would not be valid under New York law, that you are not aware of any lawsuit threatened against EPOS as a result of it entering into these Fuel Supply Agreements and that so far as you know, EPOS is not an investment company as such term is defined.
I will let you know what Larry is able to modify.
| Officer's Certificate for EPOS |
Debra, Please prepare another Master.
Deal should be identical to the one we did for your buddy.
That one was between ENA and ECT Merchant Investment Corp.
This one should be with Brazos VPP Limited Partnership, a Texas limited partnership, and ENA.
Check with Teresa regarding the ownership of Brazos.
| Joshua Tree - Balancing Agreement |
Jeff, I had informed them that I was out Monday, however they scheduled the meeting anyway.
I forwarded our standard enfolio to Teresa for this deal.
She wants to delete the $0.15 from 3.2 and 3.4.
I suggested that we delete it in the transaction documents, but I think she will insist that it be taken out of the master.
I had requested that they invite Scott Neal to the meeting to discuss what they viewed as their obligation if the producer did not deliver the production payment volumes.
They had suggested that they use the enfolio default mechanism to calculated the $ damages, but in lieu of paying the $s, they would deliver a volume equal to such $s in a future undefined period.
Later they agreed that because of the financial hedge that was being put into place, they could pay such $ damages at the time of default.
If they need someone from gas trading, can you attend Monday.
I am going to leave Teresa a message requesting that she try to get Scott Neal or his representative to attend and to let you know if your attendance was needed.
| VPP Meeting |
Here is another incident stemming from the A-S 30 inch pipeline rupture of December 4, 2000.
Although the facts are still being developed, this customer was also being supplied off of the A-S line and when it went down, HPL had to activate another pipeline to serve this customer from a different source or direction.
This line may have had some liquids settled in the line or other sediments which became dislodged and ultimately may have caused a failure at Ameripol's boiler.
This resulted in a fire which they claim caused equipment and product damages.
Liquids are not identified in the quality specifications for the gas to be delivered to Ameripol, only not more than 20 grains of sulfur or 7 pounds of water vapor.
Additionally, the contract does contain a waiver of consequential damages.
Gary indicated to me that they told him that about $130,000 of the loss was a result of lost sales due to the inability to produce product.
They have faxed us a written demand or notification which I will forward as soon as I receive it.
| Engineered Carbons/Ameripol Synpol |
Chris, Kim Ward asked me to forward this draft of the proposed Enfolio contract to you so that you could give it to her.
She said that she would send it to the city for its review.
The draft contains certain blanks which the city's counsel needs to provide.
Please call if you have any questions.
| City of Palo Alto, California |
Troy, Please review the attached to see if it conforms with your agreement.
If it does, please forward it to National.
Call me if you have any further questions.
| National Steel Corporation termination agreement |
Chris, I have reviewed the contract forwarded by Susan Spalding and have made my suggested changes which are based on the language required by the Credit Group.
Please review these changes which are noted in the red-line version that is attached.
If you agree with my suggested changes, let me know and I will forward to Susan Spalding for her consideration.
| Smurfit-Stone new contract |
Please review and give me your comments.
I have talked with Brant Reves and he said he is not requiring any credit provisions to be in place up front of this deal.
Note that the GTC gives us the option to request credit support during the term of the deal.
| El Paso Electric confirmation agreement firm gtc terms must be signed. |
These are the Reliant Energy - Entex transactions which need to be signed by Entex and ENA.
All other tickets have either been previously documented or cancelled by other deal tickets.
The below list is all of the Entex Gas Resources Corp. transactions which have been done by Janet which have not been signed.
These are all of the outstanding deal ticket confirmations according to Janet.
Please call if you need any further documentation.
| Janet Wallis' Reliant Entex and Entex Gas Resources transactions prepared for delivery to |
Greg, Please print two of teh attached Enovate LLL.doc and have them signed by enovate and return to Debra for signature by ENA.
This contract is needed to document deals that have been done between enovate and ena.
Please call if you have any questions.
| enovate, L.L.C. |
Dave, Please review both of the attached carefully.
I dated them Friday in case they are okay, please use them.
If you need any changes, I will be in Friday.
| Revised Confirmation Agreements for City of Mesa, Arizona |
Bob, It is my understanding that Deal No.
NK6915.5 (Sitara # 293550) relates to 10,000/d priced at $4.0925; Deal No.
NK6915.3 (Sitara # 284669) relates to 10,000/d priced at $3.915; and Deal No.
NN0666.1 (Sitara # 299995) relates to 10,000/d priced at $4.4925.
Please call if you need further documentation.
| Entex Gas Resources - Transaction No. 1 |
Craig, Attached please find a revised draft of the Ormet Contract.
I have incorporated the language from the Credit Worksheet prepared by Jason Williams.
That language is included in Sections 4.2 and 4.3 of the Contract and in the definitions for Material Adverse Change, Guarantor, Funded Debt, Current Ratio, and Net Worth.
Regarding Amy Baird's memo, I have made the requested changes in Article 3 of the Contract regarding changing "Schedule" and "Scheduled" to "deliver" and "delivered" and "receive" and "received".
I did not add the language requested in (iii) because that language is already included in the definition of "Replacement Price Differential".
I included the language she requested under (iv) as (iii) in Section 3.2 I omitted the last sentence relating to consequential damages of $1,000,000 per occurrence as we discussed and left in the language in Section 8.3 which limits the consequential damages to a maximum of $1,000,000 during the term of the Agreement.
Likewise, I did not delete the language from Section 8.3 providing that the gas is being supplied solely on the express representations and warranties provided in the Agreement and that all other warranties are being waived.
I did delete the language relating to Texas law and sentence starting with "Therefore, the Parties agree that (i) three" because we had agreed to delete the language from Section 4.1 which set forth the method of determining a party's liquidated damages.
I added a sentence at the end of Section 8.5 relating to trial before the court with waiver of right to jury trial.
I deleted the language relating to arbitration in Appendix 1.
As we discussed, I did not make the change to force majeure.
We need to discuss this.
Our obligation should be limited to having firm transportation on one of the pipelines with interruptible transportation on the other.
If the firm transportation is interrupted because of force majeure, our obligation should be limited to using commercially reasonable efforts to cause the volumes to be delivered via the other pipeline if there was available capacity on such other pipeline.
Please review the contract and if you agree that it represents your understanding, you may forward it to the folks at Ormet.
I will be out of the office on Monday, but will be available by phone.
| Ormet Contract Language |
I have reviewed the above proposed confidentiality agreement and have made certain modifications which are in line with the confidentiality agreement presently in effect between ENA and Markwest.
Since the new agreement is to cover Markwest for the period that they are letting Enron review Markwest's financials which are scheduled to be publicly released next week, the term references therein need to only cover the period from the date hereof until such financials are scheduled to be released, which I understand to be next week.
The change to Enron Corp was made because the employees who will receive the information are now employees of Enron Corp.
Please have your attorney contact me if there are any problems with the manner or substance of the changes noted in the document.
| Markwest Conf. Agreement |
Greg, Please get with the Peoples attorney regarding the use of the attached Spot GTC to confirm spot transactions of enovate.
The only change that I would propose would be to change the choice of law from Texas to Illinois.
Please let me know what enovate's preference.
| enovate, L.L.C. |
Don't know what you are talking about.
They gave Sylvia their form with their view of how the world should revolve around their wishes in October 2000.
She sent it up here is late January for Legal's initial review.
I understand it mimics the Utilicorp agreement.
If you have some incite that would lead you to believe that they would sign our Master, please send me a credit worksheet so that I can prepare a Master Firm Purchase/Sale Agreement.
Also please give me a contact so that we can forward the new contract to that person for execution.
| EnergyOne Ventures LP |
Cary, Jeff Hodge asked that I incorporate the agreed to items from their request which was forwarded to Jeff by Gregg Penman on January 18, 2001 into a document.
I have taken the document that Jeff forwarded to Sherry Brinkman on December 7, 2000 and included the acceptable changes that Jeff indicated were acceptable in his email to Gregg Penman on January 18, 2001.
If this is your understanding, please let me know what else needs to be done to finalize the documents.
| Energy USA TPC Corp. |
Mary, I see that Phil Bair from JWorthan has responded to Phil DeMoes concerning the bond term.
No comments were made concerning the legal opinion for the legal counsel for the bond provider.
I was going to suggest that the contract language be modified to provide that the Company had a reasonable amount of time at the end of the lst 5 yr bond term to provide a substitute bond for the remaining term and that if the Company was able to get a replacement bond in place before the expiration of such period, no default would occur.
Can you tell from the letter that Phil Bair is proposing if their are any other issues that either ENRON or the Bond Provider would have concerning the terms of the Bond and the Customer's methods of getting funding thereunder.
****************************************************************************** ****************************************************************************** ****************************************************************************** ********************************************** This was forwarded to me by Phil DeMoes.
Dan, Take a look at this letter prepared by our surety provider on the PEAK pre-pay.
In particular, note the last paragraph.
I'm concerned on the unwind if there is a default.
We plan to meet tomorrow with Joe Deffner and Breese tomorrow morning.
Are you available?
| PEAK 2001A RFP |
Mary, I see that Phil Bair from JWorthan has responded to Phil DeMoes concerning the bond term.
No comments were made concerning the legal opinion for the legal counsel for the bond provider.
I was going to suggest that the contract language be modified to provide that the Company had a reasonable amount of time at the end of the lst 5 yr bond term to provide a substitute bond for the remaining term and that if the Company was able to get a replacement bond in place before the expiration of such period, no default would occur.
Can you tell from the letter that Phil Bair is proposing if their are any other issues that either ENRON or the Bond Provider would have concerning the terms of the Bond and the Customer's methods of getting funding thereunder.
****************************************************************************** ****************************************************************************** ****************************************************************************** ********************************************** This was forwarded to me by Phil DeMoes.
Dan, Take a look at this letter prepared by our surety provider on the PEAK pre-pay.
In particular, note the last paragraph.
I'm concerned on the unwind if there is a default.
We plan to meet tomorrow with Joe Deffner and Breese tomorrow morning.
Are you available?
| PEAK 2001A RFP |
These are general conceptual concepts that need to be addressed.
I have not attempted to redraft the language, only to point out areas where we will need to work on modifications to the Contract language.
1.
Section 5.01 Provision needs to be changed so that Termination Payment is first paid by Company to Customer and if not paid by Company after notice, then the Customer would be entitled to make a draw under the Surety Bond.
2.
Section 5.03 Provision needs to be changed to reflect that the initial bond term shall be __5__ years.
At the end of the initial term, the Company
| PEAK Bid Meeting |
Mark, Jeff is in London and asked me to make the requested changes to the Contract.
I have taken the redline version that he previously provided and added the additional changes.
The changes that I made were in 4.2 (15 days), Art.
5 (deleted "but for no longer period"), and in Arbitration (added language for independent arbitrators based on the amount in controversy), and changed (Texas to New York in the 12th line).
I have also attached a clean copy which accepted all of the redline changes.
If acceptable, please print 2 originals of the clean copy, have them signed, fax me a copy of the signed signature page at 7136463490, and mail the two signed originals to me.
Once I receive the faxed signature page, I will let Jennifer know so that she can have any subsequent transactions entered into pursuant to the terms of this contract.
Please call me at 7138536895 if you have any questions.
| Master Firm Purchase/Sale Agreement |
Gentlemen: Here are the revised documents in both clean and marked form.
I made the requested change in the Term section.
That section defines a Early Termination as any termination prior to the end of 3 contract years.
As such no change was needed to the Buyer's Contract section.
Please call if you need anything further.
Thanks, Dan
| PSEG |
Gentlemen: Here are the revised documents in both clean and marked form.
The marked form is now in black.
I made the requested change in the Term section.
That section defines a Early Termination as any termination prior to the end of 3 contract years.
As such no change was needed to the Buyer's Contract section.
Please call if you need anything further.
Thanks, Dan
| PSEG |
Please add to Miscellaneous Section of Dedicated Reserve Contract between ENA and Hurley.
10.7??
Seller's Representative: Seller does hereby appoint Cutter Oil Company as its agent and third party representative under the Contract (the "Seller's Representative") and does hereby authorize such Seller's Representative to give and receive all notices, to make and witness any tests to be made of the gas and measuring equipment and adjustments to such equipment; to receive statements for gas delivered or to be paid for hereunder; to make and receive any and all pipeline nominations for gas to be delivered hereunder; to receive and receipt for payments made or to be made; to give and receive changes on quantities of gas to be delivered; to furnish Buyer allocations upon which Buyer may make any and all payments due Seller; to adjust any mechanical difference that may arise between Buyer and Seller with respect to measurements, billing and payments made or to be made, the allowance of credits and any undercharge or overcharge with respect to such difference; and to otherwise perform Seller's obligations under the Contract.
No appointment of the Seller's Representative will discharge Seller of its obligations hereunder and Seller shall indemnify, defend and hold harmless Buyer from any claims, damages or losses, including, without limitation, attorney's fees, made as result of any act or omission to act of the Seller's Representative WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.
| Seller's Representative language |
George, I would suggest that the necessary language be added to the Special Conditions block of the Transaction Confirmation.
I would suggest the following language be inserted in each applicable Transaction Confirmation.
"Notwithstanding anything to the contrary otherwise contained in the sentences previously added to the end of Section 13.5, the parties agree that the price to be applicable with regard to any volumes outside of the +/-10% tolerance shall be the Gas Daily "Daily Mid-point" price for the day following the day that the parties discover the existence of volumes outside of the +/-10% tolerance."
| Spinnaker language |
I have red-lined the changes that I feel we need to address for a short term spot deal with the City of Austin.
Please review and let me have your comments.
If you want ENA to do the deal, I need to make a few additional changes for the items ENA cannot do.
| Austin Energy Contract Draft |
THE NEW NEWLYWEDGAME submitted by MeanBabaJean This couple had only been married for two weeks.
The husband, although very much in love, couldn't wait to go out into town and party with his old buddies, so he says to his new wife, "Honey, I'll be right back..."?
"Where are you going Coochy Cooh...?"
asked the wife.?
"I'm going to the bar, Pretty Face.
I'm going to have a beer."?
The wife says to him, "You want a beer my love?"
Then she opens the door to the refrigerator and shows him 25 different kinds of beer brands from 12 different countries: Germany, Holland, Japan, India, etc.?
The husband doesn't know what to do, and the only thing that he can think of saying is, "Yes, Honey Pie...but the bar you know...the frozen glass..."?
He didn't get to finish the sentence, when the wife interrupts him by saying,"You want a frozen glass Puppy Face?"
She takes a mug out of the freezer so frozen that she was getting chills holding it.?
The husband, looking a bit pale, says, "Yes, Tootsie Roll, but at the bar they have those hors d'oeuvres that are really delicious...
I won't be long I'll be right back.
I promise.
OK?"?
"You want hors d'oeuvres Pookie Pooh?"
She opens the oven and takes out 15 dishes of different hors d'oeuvres: chicken wings, pigs in a blanket, mushroom caps, pork strips, etc.?
"But Sweetie, Honey...at the bar...you know...the swearing, the dirty words and all that.
.."?
"You want dirty words Cutie Pie?..HERE, DRINK YOUR F*****G BEER IN YOUR FROZEN F*****G MUG AND EAT YOUR F*****G SNACKS, BECAUSE YOU AREN'T GOING ANYWHERE!
GOT IT A*****E?!!"
Subject: FW: Fw: HER BALLONS A small boy walks into his mother's room and catches her topless.
"Mummy, Mummy, what are those?"
he says pointing to her breasts.
"Well, son,"she says, These are balloons, and when you die, they inflate and float you up to heaven," Incredibly, he appears to believe this explanation and goes off quite satisfied.
Two days later while his mother is making tea, he rushes into the kitchen.
"Mummy, mummy, Aunt Eliza is dying!"
"What do you mean?"
says his mother.
"Well she's out in the garden shed, lying on the floor with both of her balloons out.
Dad's trying to blow themup for her and she keeps yelling, "God, I'm coming!
God, I'm coming!"
| today's joke |
THE GIFT OF LIFE submitted by Amber Tozer On the very first day, God created the cow.
He said to the cow, "Today I have created you!
As a cow, you must go to the field with the farmer all day long.
You will work all day under the sun!
I will give you a life span of 50 years."
The cow objected, "What?
This kind of tough life you want me to live for 50 years?
Let me have 20 years, and the 30 years I'll give back to you."
So God agreed.
On the second day, God created the dog.
God said to the dog, "What you are supposed to do is to sit all day by the door of your house.
Any people that come in, you will have to bark at them!
I'll give a life span of 20 years."
The dog objected, "What?
All day long to sit by the door?
No way!
I give you back my other 10 years of life!"
So God agreed.
On the third day, God created the monkey.
He said to the monkey, "Monkeys have to entertain people.
You've got to make them laugh and do monkey tricks.
I'll give you 20 years life span."
The monkey objected.
"What?
Make them laugh?
Do monkey faces and tricks?
Ten years will do, and the other 10 years I'll give you back."
So God agreed.
On the fourth day, God created man and said to him, "Your job is to sleep, eat, and play.
You will enjoy very much in your life.
All you need to do is to enjoy and do nothing.
This kind of life, I'll give you a 20 year life span."
The man objected.
"What?
Such a good life!
Eat, play, sleep, do nothing?
Enjoy the best and you expect me to live only for 20 years?
No way, man!....Why don't we make a deal?
Since the cow gave you back 30 years, and the dog gave you back 10 years and the monkey gave you back 10 years, I will take them from you!
That makes my life span 70 years, right?"
So God agreed.
AND THAT'S WHY....
In our first 20 years, we eat, sleep, play, enjoy the best and do nothing much.
For the next 30 years, we work all day long, suffer and get to support the family.
For the next 10 years, we entertain our grandchildren by making monkey faces and monkey tricks.
And for the last 10 years, we stay at home, sit by the front door and bark at people!
| Good joke |
Richard Sanders and I talked with Elizabeth (an attorney with AEP).
She was not sure that their was a question that needed to be answered.
Richard opined that the question may have related to the effect on HPL if it lost the Taub lawsuit.
This suit relates to an alleged violation of the surface rights agreement (Collateral Agreement) which was entered into with certain surface owners after the Unit Agreement was signed.
Richard explained that if HPL lost the suit, it would lose its rights to maintain a pipeline and well facilities on the property subject to the lawsuit.
In that event HPL would have to either locate its pipeline around the property or use its condemnation rights to acquire an easement across the property.
Because the Collateral Agreement relates to surface rights, losing those rights would not affect HPL's rights under the Unit Agreement and thus the Taubs would not have the right to drill a well to produce the gas that HPL has in storage.
| Taub lawsuit Project Triple Lux |
Kim, Please review this draft.
I have not modified any language from the Enfolio to that contained in the draft of their form of contract which you forwarded to me last week.
I will read their long form and see if it makes sense to include their language.
Remember, in their short form, they had language for short breaks which was slightly diffent from ours but with a little torture, we could have incorporated their language once we got over the hurdle that we can't agree to let them audit our contracts, which means we could never show them what we got for the default quantity.
| SMUD |
Ed, I am still waiting for you to tell me which Deal Person is the contact for the counterparty.
I need the Deal Person to initial the contract before an officer will sign.
If I send it to Scott Neal or one of the other desk heads, they will want the deal person to initial before they sign.
Therefore, I am still waiting on you to tell me who trades with this counterparty.
I am holding the contract for that person.
If it is someone on the HPL desk, then we have to start over because you requested that the contract be done in ENA's name.
| Mieco, Inc. |
Please generate a GISB for Jared using the attached.
Let's discuss their addendum.
I don't think we will use it.
Let's get a copy of our current interruptible agreement so that we can see what has been previously agreed to.
| GISB contract info |
Chris, The above document is the November 17, 1999 document which has been changed to a 3 month deal with the price change you specified.
I have received the copy of the type of contract that they would like us to use.
I note that we will have to make a lot of changes which is probably not warranted for a 3 month deal.
If you want us to consider using their form for a long term deal, I will start making the necessary changes and send you back a red-lined single transaction contract.
Will the long term deal have the same terms as our last long term deal except for price?
| Smurfit Stone Containerboard 3 month extension attached |
Texas City Facility - The relationship between HPL and Calpine has become and continues to be strained.
Calpine purchased the Texas City Cogeneration Facility from Enron and Dominion Resources in early 1998.
Prior to that time ENA supplied 45,000 MMBtu of gas under a fixed price contract and a Market Price agreement was in place to provide any additional volumes that might be needed in addition to that which Union Carbide Corporation had the contractual right to supply under the historic arrangement, since they were the steam host for the facility.
After Calpine took over, these contracts either expired or were terminated.
At this point HPL became the sole supplier to the facility although the interconnection with the Union Carbide delivery point with the Calpine facility remained active and a new Transaction Agreement was put in place whereby Calpine agreed to certain minimum and maximum quantity obligations and agreed on the prices that would be paid for any short fall in volumes.
Since then, measurement disputes have been alleged and Calpine has shortpaid HPL's invoices even after verbally agreeing that the amounts invoiced were correct.
Additionally, as a result of Calpine's power purchaser's last minute notification to Calpine of reductions in the purchase of power for the next day, which notification is usually after Calpine's next day notification deadline to HPL, Calpine has resorted to the use of creative force majeure situations in an effort to reduce their costs.
These notifications have occurred some thirteen (I think) times and Calpine has provided little explanation to HPL of the nature of these events of force majeure.
When pressed for a more detailed explanation, they merely state that they had to take down various unit(s) to repair or replace leaking valves, etc.
Clear Lake Facility - The relationship between Calpine and HPL is not as strained with regard to deliveries at this facility.
This may be because the contract covering the base volume of gas being delivered by HPL has not changed since it was negotiated by ENA in 1995.
Midcon remains connected to the facility and delivers certain quantities of market priced gas.
Market priced gas is required by the facility when its requirements exceed the base volumes supplied under the 1995 agreement.
Should the power purchase agreement be amended to allow Calpine not to deliver powered or should the power purchaser cancel the power purchase agreement, Calpine has negotiated an amendment allowing for the delivery of the base volumes at alternative delivery points.
Currently, HPL has advised Calpine of an upcoming event of force majeure which will require a cessation of deliveries of gas to the facility which certain regulatory mandated tests are being performed on the A-S pipeline.
It is not known whether the Midcon delivery point has the capacity to handle the entire facility gas requirements or not.
| Calpine Cogeneration Facility(s) relations |
Based on Stacy's comments yesterday, I have changed the last sentence of 11.1.
Her comment was that the last sentence of 11.1 said events of force majeure may inclucde and 11.2 said events of force majeure shall include.
Now they both say shall however I have tied it to the preceding sentence of 11.1.
| GISB appendix doc revised. |
Dave, I have taken your word file that you forwarded to Travis McCullough and merged it into the Amendment that I had previously forwarded.
The only item that needs explanation is your comment concerning Paragraph 11.4.
The signed version of the contract that was provided after signature by Charlotte goes directly from the SDP language to paragraph 11.5.
As such I would like the language inserted that you indicate is already in the contract.
I agree that the language was in the versions prior to the final version.
Please call me at (713)853-6895 if you have any questions.
If not, please have PG&E sign two copies and forward to me.
I will have them signed by ENA and will return a fully executed original for your files.
| Enron OnLine/ENA-PG&E Supplier Agreement |
Ellen, Would you please email me a blank transaction agreement that ena would use to confirm a enron online type transaction.
I need to doctor it and attach to an amendment I am doing with PG&E.
Thank you.
| Transaction Agreement format |
Ruth, Please review to verify that I have included all of your changes.
I believe that the language in the first 3 cover us if the last agmt isn't done, otherwise, the last one covers the trueup of negative values.
Do you concur?
Please let me know if these are okay, and I will get my secretary to deliver to you originals on ENA stationary.
| Sithe Transaction Agreements |
Grant, Bruce called to say the language is okay.
Hunter also confirmed the language.
Please print out the attached confirms and forward them to Crestar.
Hopefully this is the last time.
| Crestar confirmations |
Don't you want to sign up as a contestant on this show?
- Subject: Survivor CBS is showing "Survivor 2" this winter.
In response, Texas is planning "Survivor, Texas Style."
The contestants will start in Dallas, travel through Waco, Austin, San Antonio, down to Houston and Brownsville.
They will proceed up to Del Rio, on to El Paso, then to Midland/Odessa, up to Lubbock and Amarillo.
From there, they proceed to Abilene, and on to Ft. Worth and back to Dallas.
Each will be driving a pink Volvo, with a bumper sticker that reads "I'm gay, I voted for Al Gore, and I'm here to confiscate your guns."
The first one to make it back to Dallas wins.
| Survivor |
I believe that the Crestar deal is almost finalized.
According to my records, Transaction Number NV8176/370753 was partially documeted with a GTC confirm (2000-087crfm.doc attached) dated January 4, 2001.
This covers a firm sale of 21,100 MMBtu by Crestar to ENA for the period November 1, 2000 through October 31, 2001.
The remainder of Transaction Number NV8176/370753 has been documented with two GTC confirms (2001-023crfm.doc and 2001-023acrfm.doc also attached) dated March 22, 2001 (Revised).
2001-023crfm covers the firm sale of 0 - 8,260 MMBtu per day for the period November 1, 2000 through October 31, 2001 and 2001-023acrfm covers the firm sale of 0 -11,740 MMBtu per day, also for the period November 1, 2000 through
| Crestar documents and partial assignment to BP |
Joan, Attached is the Letter Agreement for St. Mary's Production LLC.
According to Charlie, St. Mary's production is being delivered at the same points as is the Hunt Southern Louisiana production.
Therefore, the St. Mary's letter is identical to the Hunt letter which Charlie is sending to Hunt today.
If this is not the case, please let me know and I will modify to fit the terms of the St. Mary's deal.
Otherwise, please print off as many originals as you need and send them to St. Mary's for their execution and return.
Please call if you have any questions.
| St. Mary's Letter Agreement |
Anthony, Why GTC.
We have a new master that is in the system thay was signed within the last 3 weeks.
Put the transaction under the new master.
Any questions, call me!!!
!
| New GTC - Over 6 Months |
Russell, Please review the attached draft of the draft Enfolio Master Firm Purchase/Sale Agreement which has been drafted based on Exxon's comments as necessary changes before they will allow the Mobil plant to schedule gas under the terms of the October 1, 1995 Agreement.
I have merely incorporated the credit language that was used in the October 1, 1995 agreement into this agreement and have attempted to make the other changes that Exxon was requesting.
Question, is the parent company still Mobil Corp. for the purposes of the MAC.
Do you still agree with the prior credit requirements as provided in the October 1, 1995 agreement, and if not, please provide me with your updated requirements as early as possible this morning so that I can incorporate into the agreement prior to presenting it to them for further negotiation later today.
Lee, Please review the attached so that we can discuss which of their changes have been made, which we did not make and the reasons therefor.
The quick points being: sentence at end of 2.3 which takes the place of their items 1-4; $0.15 to $0.05 in 3.2 and 3.4; item (iii) in 4.2 per their request #5 except I changes 30 business days to simply 30 days; I did not give them their request #6 except I did incorporate the last two sentences of their request; I attempted to give them all of their requested #7 except I reworded slightly for balance and the items we previously discussed; did not do request #8 because we will incorporate that in the Transaction Agreement; gave them their request #9, gave them their request #10 except I left in the "as is, where is" and the line they omitted when they retyped; did not do their item #11, added section 8.9 for termination of prior agreement; added their items #12 and #13 but modified as we discussed; otherwise I updated the contract and changed references for Buyer's Transporter to simply Company.
Anything else?
.
| Mobil Oil Corporation Master Enfolio Agreement |
A jeweler watched as a huge truck pulled up in front of his store.
The back came down and an elephant walked out.
It broke one of the windows with its tusk and then, using its trunk like a vacuum cleaner sucked up all of the jewelry.
The elephant then got back in the truck and it disappeared out of sight.
When the jeweler finally regained his senses he called the police.
The detectives came and he told them his story.
"Could you describe the elephant?"
the cop asked.
"An elephant is an elephant," he replied.
"You've seen one you've seen them all.
What do you mean 'describe' him?"
"Well," said the policeman, "there are two types of elephants, African and Indian.
The Indian elephant has smaller ears and is not as large as the African elephant."
"I can't help you out," said the frustrated jeweler, "he had a stocking pulled over his head."
| EYEWITNESS |
The attached transaction agreement has been signed by the customer on 4-16-01.
We have a faxed copy.
I will send you the faxed copy for your files.
Call if you have any questions.
| Eastern New Mexico Natural Gas Association - Transaction Agreement executed. |
Lavonne and I visited with Mom Sunday afternoon.
We cooked outside and had a great time.
Mom said that she might want to fix noodle soup on Mothers Day.
That would be great.
We can supplement with sausage or hamburgers on the grill.
What do you think.
Mom's memory appears to be good about many things, and then some things just don't seem to register.
She seemed confused about whether Bettye had been their for Easter.
Is this normal, what type of medication is the doctor having her take to combat the loss of memory?
Maybe we can all get together Mothers Day and visit.
Email me back please.
| Mother's Day |
Okay, I have coped with the traders in your absence.
Now I intend to leave for lunch, my appointment and tomorrow's activities.
All that means that it is now your watch.
The only thing that might occur is Mark Breese.
I have placed a voice mail to him in response to his Detroit rfp but he is out.
The deal should be okay assuming Mark can make the prices work.
Anyway, I will handle with Mark.
Hope everyone gets well soon.
I will be back Friday to resume the watch.
See ya!
| Your watch! |
Michael, Please note that the footer is wrong on the 1999 MTBE doc.
It should be 98002gctr.doc instead of 98002fctr.doc.
Please let me know if you need anything further.
| Offtake Agreements |
Ellen, Attached please find a GTC confirm that I prepared for the requested deal done by Janet Wallis.
Please call if you have any questions.
I have asked Janet to forward to New Gulf if the GTC correctly reflects her transaction.
I will notify you if there are any changes.
| New gulf |
Jeff, We talked about my joining HPL after the sale was consummated several weeks ago.
You had indicated that you would work up some information and send it to me.
Is it ready?
Gary Prescott and I have verbally agreed to a level of compensation which I understand you are working into a document.
He has also assured me that I will be credited with my initial start date which is March 9, 1967 and be fully vested in the various benefit, retirement and vacation plans.
Can you confirm this?
Enron has indicated that since I am over 55, I will be fully vested in any unvested options, however, all of my options will need to be exercised on the earlier of the original expiration date or a date that is 3 years from the time I leave Enron's employment.
They indicated that it makes no difference if I retire or terminate.
I can see no benefit in retirement from Enron because I am currently vested in the savings plan which I will roll over to an investment account when I leave Enron and I see no reason to sign up for the Enron Retirement Health Benefits because AEP appears to have a similar retirement health benefit plan.
Isn't this the case?
Please respond at your earliest opportunity so that I can better understand how I need to approach Enron concerning my possible departure from Enron for a career opportunity with HPL.
| Houston Pipe Line Company |
Brant, EnergyOne has responded to the requested changes.
They agree to the revision of the MAC language but threw in a money wrench by adding a warm and fuzzy triggering event if a party refused to provide security within 48 hours of a reasonable request therefore.
No standard is provided as to the reason for the request.
They also deleted the original Collateral Threshold language which was in their first draft.
Please respond to these matters to me and to Sylvia Pollan.
| EnergyOne |
Please review my first draft.
I still need to add language to properly reflect the indices being used.
Please forward to my any changes that you may desire or that may be needed.
| Citizens |
I have received the list of CES agreements which George put together as having Texas delivery points and have been attempting to put together a back to back agreement similar to the back to back agreement which ENA has with CES; however, I keep running into confidentially agreement problems.
I understand that these CES agreements relate to June business and have no deals and/or term beyond that point.
I suggest that the deliveries under these agreements be documented as a GTC Confirmation between ENA and HPL and thus avoid the confidentiality agreement problems.
George Weissman and Bob Hall feel that this is a workable solution.
We will proceed with the preparation of GTC's for each deal unless I hear otherwise.
| CES - counterparty contracts with Texas delivery points |
THE BLONDE KIDNAPPER A blonde was down on her luck.
In order to raise some money, she decided to kidnap a kid and hold him for ransom.
She went to the playground, grabbed a kid, took him behind a tree, and told him, "I've kidnapped you."
She then wrote a note saying, "I've kidnapped your kid.
Tomorrow morning, put $10,000 in a paper bag and put it under the pecan tree next to the slide on the north side of the playground.
Signed, a blonde."
The blonde then pinned the note to the kid's shirt and sent him home to show it to his parents.
The next morning the blonde checked, and sure enough, a paper bag was sitting beneath the pecan tree.
The blonde opened the bag and found the $10,000 with a note that said, "How could you do this to a fellow blonde?"
| Now I understand why you didn't pick up the phone at noon yesterday |
- Lisa, Barbara Gray requested that I fax a copy of the subject guaranty to you for your review.
This guaranty was not included in the initial list of guarantees provided by the credit group.
Apparently one of the analyst had the file pulled and on his desk for review.
Barbara has also asked that you prepare a Substitution and Release Agreement for this guaranty.
Please call me if you have any questions.
My phone number is 713-853-6895.
| Enron Corp. Guarantee dated August 31, 2000 regarding Guadalupe Power Partners, L.P. |
- Lisa, Barbara Gray requested that I fax a copy of the subject guaranty to you for your review.
This guaranty was not included in the initial list of guarantees provided by the credit group.
Apparently one of the analyst had the file pulled and on his desk for review.
Barbara has also asked that you prepare a Substitution and Release Agreement for this guaranty.
Please call me if you have any questions.
My phone number is 713-853-6895.
| Enron Corp. Guarantee dated August 31, 2000 regarding Guadalupe Power Partners, L.P. |
Mike, In response to your voice mail, yes the change from Enron Capital & Trade Resources Corp. (ECTR) to Enron North America Corp. (ENA) was a name change.
The Global Contract No.
for the ENFOLIO Master Purchase/Sale Agreement for General Service Customers - Houston, East Texas and Gulf Coast Divisions dated effective as of April 1, 1999 between ECTR and Entex, a division of Noram Energy Corp. is 96019120.
The Global Contract No.
for the ENFOLIO Master Purchase/Sale Agreement for Large Commercial and Industrial Consumers dated effective as of May 1, 1995 between ECTR (assignee of HPL Resources Company) and Entex, a division of Noram Energy Corp. is 96004582.
The Global Contract No.
for the ENFOLIO Master Purchase/Sale Agreement dated effective as of May 1, 1995 between ECTR (assignee of HPL Resources Company) and Unit Gas Transmission Company is 96002879.
Please call me at (713) 853-6895 if you need anything further concerning the foregoing.
| Entex Performance Guarantee |
Cathy, At the request of Mitch Dutton, I have reviewed the form of 311 and intrastate gas transportation agreements provided to AEP by Duke Energy Guadalupe Pipeline, Inc. and by EPGT Texas Pipeline, L.P. As we discussed this morning, these agreements appear to be the standard form of agreement utilized by these counterparties.
Although I have no authority to approve them for execution by AEP, had they been provided to me for execution by HPL, I would approve them for execution.
Please note the Balancing and Penalties provision of the agreements for the charges which these parties could impose should receipts and deliveries get out of balance.
If time permitted I would suggest that these charges be negotiated to something closer to the actual costs incurred by the transporter.
However, it has been my experience that these parties are reluctant to change the standard form for standard transportation services.
No contract documents have been provided concerning the TXU Lone Star Pipeline.
The only documents faxed were two transportation services request forms.
| Gas Transportation Agreements |
Ellen, This should be okay.
I would prefer that all GTCs in excess of 6 months be prepared for signature by both ENA and the counterparty.
Is this a problem?
| Superior Natural Gas Corporation |
THE STRONGEST MAN Ted walks into a bar and shouts out, "Who's the strongest person in here?"
The toughest guy looks at him and says, "I am the strongest person around these parts!"
Ted politely asks, "Can you help me push my car to the gas station?"
HE SAID/SHE SAID He said...
I don't know why you wear a bra; you've got nothing to put in it.
She said...You wear briefs, don't you?
He said....Do you love me just because my father left me a fortune?
She said...Not at all honey, I would love you no matter who left you the money.
She said...What do you mean by coming home half drunk?
He said....It's not my fault...I ran out of money.
He said...
Since I first laid eyes on you, I've wanted to make love to you in the worst way.
She said...Well, you succeeded.
He said... What have you been doing with all the grocery money I gave you?
She said...Turn sideways and look in the mirror.
He said... Let's go out and have some fun tonight.
She said...Okay, but if you get home before I do, leave the hallway light on.
He said... Why don't you tell me when you have an orgasm?
She said...I would, but you're never there.
He said....Shall we try a different position tonight?
She said...That's a good idea, you stand by the ironing board while I sit on the sofa and fart."
| today's jokes - Not bad if your up late |
As we discussed this morning, I have reviewed the subject agreement that you faxed to me.
As I indicated yesterday, if I had been provided to agreement for approval by HPL, I would have approved it for execution.
I still feel that we should always have a waiver of consequential damages provision in the agreements, however, as I indicated to Mitch, the risk of such damages is very minimal.
I think the resolution that you, Stacey and Mitch worked out by changing the term to monthly is excellent.
This will allow you to replace the agreement in the future when TXU has developed it new form.
Please call me if you need anything further regarding this matter.
| TXU Lone Star Pipeline transportation agreement |
Gerald, Please comment on section 1.6 of the attached document.
I am concerned that we might be on the hook for a reimbursement for periods beyond the Term.
Can this happen?
If so, is the language in the second attachment sufficient?
| Revised Confirm |
FEMALE FLYERS As the airliner pushed back from the gate, the flight attendant gave the passergers the usual information regarding seat belts etc.
Finally, she said, "Now sit back and enjoy your trip while your captain, Judith Campbell and crew take you safely to your destination."?
Joe sitting in the 8th row thought to himself, "Did hear her right; is the captain a woman?
I think I better have scotch and soda.
When the attendants came by with drink cart, he said, "Did I understand you right?
Is the captain a woman?"
"Yes," said the attendant, "In fact, this entire crew is female."
"My God," said Joe, "I'd better have two scotch and sodas.
I don't know what to think of all those women up there in the cockpit."
"That's another thing," said the attendant, "We no longer call it the cockpit."
| joke |
Tanya, I have received a guarantee for execution by ena from the london office.
The Guarantor is Centrica plc; the entities that the Guarantor is guaranteeing are Accord Energy Limited and Direct Energy Marketing Limited.
Enron Capital & Trade Resources Limited; Enron Capital & Trade Resources International Corp.; Enron Canada Corp.; and Enron North America Corp. and the Enron entities named whose transactions with the named Guarantor's subsidiaries are being guaranteed up to 75 million pounds sterling.
The Guarantor can terminate on five days notice.
Do we know what type of business ENA intends to do with these entities for which this Guaranty has been drafted.
If so, let me know so that I can forward to that group for them to approve and obtain ENA's signature.
| Centrica Guarantee |
Dan, I have attached the first draft of the Petrogulf Corporation purchase agreement and gathering agreement.
As we discussed this morning, I have made no mention to the Bear Paw issue.
Additionally, your proposal is to purchase up to 10,000/d at NGPL (OK) Index.
Is the next item in error, it reads "above 5,000 up to 80%".
I changed it to "above 10,000 up to 80%".
Please review, I believe I incorporated all of your items in the form, if not, please call and I will modify.
| Petrogulf Corporation |
Barbara, This appears to be supply deal for deliveries at Katy that would be subject to the 90 day non-compete.
Sandi is in the process of getting me a copy of the non-compete so that I can determine if this deal is covered.
Do you have any thoughts.
| ONEOK Energy Marketing and Trading Company |
Kevin, As we discussed, here are the changes I feel need to be made to the form before Enron North America Corp. can agree to use it.
1.
Change 1.1 to read as follows: This Agreement shall be effective upon its execution and shall continue in full force and effect through December 31, 2000.
2.
Change 3.1 to read as follows: Upon not less than 36 hours advance notification by Vector, Seller shall be obligated to sell and deliver to Vector, and Vector shall be obligated to purchase and receive from Seller, at the time stipulated by Vector in the advance written notification, at a Point of Sale, a quantity of gas equal to Seller's PSQ for such Point of Sale, as specified in Exhibit A to this Agreement.
The parties agree that time is of the essence in this Agreement.. 3.
Add 4.2 to read as follows: 4.2 If Vector fails to purchase and receive from Seller the quantity of gas required to be purchased and received by it under Article 3.1 for any reason other than the occurrence of an event of Force Majeure, Vector shall indemnify Seller and shall be liable to pay Seller an amount equal to the difference between the price that would have been paid to Seller and the Gas Daily low price, set forth in Gas Daily under the heading "Daily Price Survey" under the listing applicable to Chicago and using the low price in the range of prices published for the day that Vector failed to perform multiplied by the volume Vector failed to purchase and receive from Seller for such day.
4.
Add the following language at the end of 9.1.
For breach of any provision for which an express remedy or measure of damages is herein provided, such express remedy or measure of damages shall be the sole and exclusive remedy hereunder.
If no remedy or measure of damages is expressly herein provided, the obligor's liability shall be limited to direct actual damages only, such direct actual damages shall be the sole and exclusive remedy hereunder and all other remedies or damages at law or in equity are waived.
Unless expressly herein provided, neither party shall be liable for consequential, incidental, punitive, exemplary or indirect damages, lost profits or other business interruption damages, in tort, contract, under any indemnity provision or otherwise.
| Comments concerning Line Pack Gas Purchase Agreement form provided by Vector. |
Oscar, I changed para 2 back to unilateral because there is no way for Enron to have the information to issue a notice of termination on 11/30/99, only AEC will be privy to that and in the event they do not issue notice by that date they should remain bound to the deal.
I assume that is the only change you made to the agreement I drafted last night.
As such I have attached the modified version for your use with Credit prior to sending same to AEC this morning.
| Modified AEC letter agreement |
Gregg, I talked with Ellen Dailey, Reliant's attorney, yesterday.
Subject to the credit departments approval of the credit items that Reliant copied from the ENA/Reliant proposed contract, the other items in the contract requested by Reliant have been discussed and resolved.
As soon as I hear from Russell Diamond, I will finalize the contract and sent to you and to Reliant.
| Reliant Energy Services, Inc. |
Stacy, The Reliant Energy changes which Ellen Dailey sent to you in August appeared in my chair this morning.
I had discussed the Enovate/Reliant changes with Ellen yesterday and we resolved most of the language except for the items I noted as being Credit Dept calls, which Russell has yet to respond to.
I agreed to make similar changes to the ENA/Reliant contract to that agreed upon in the Enovate/Reliant contract.
In reviewing the materials that Ellen sent you as marked, it appears that we had resolved all of the items in the ENA/Reliant markup except for the credit driven items.
Therefore, I will create a red-line and send back to Ellen next week, if Russell responds to my earlier emails and to this email.
Call if this is not what you desire.
| Reliant Energy |
Ellen, I am attaching a redline and a clean copy of the Enovate/Reliant contract, 2 proposed transactions to be entered under such contract, and a redline and a clean copy of the ENA/Reliant contract.
If these meet with your approval, let me know and I will prepare execution copies for each party to sign.
Please note that the credit group made one change to the language in section 4.2.
| Midwest Energy Hub, L.L.C./Reliant & ENA/Reliant agreements |
Barbara & Anne, I spoke with Joe Defner this morning and he reconfirmed that we only needed to provide him with a list of the ENA contracts that were being transferred to HPL or Newco.
If any of these contracts are involved in a monetization, the preferred solution would be for Enron Corp. to indemnify the lender for the lost of any revenues attributable to such contract.
Therefore, transferring ENA contracts to HPL or Newco should not be an issue, however, Joe would like as much up front notice as possible.
| ENA contract monetizations |
Mike, The transaction agreement (2000-90crfm.doc) still needs to be finalized by including the missing information to be added in the blanks as well as finalization of the price to be applicable.
The contract documents should be in final form and ready for signature.
Please review both documents and let me have your comments.
If the documents meet with your approval, please forward to Ami Beard for her review.
I will be in the office all day tomorrow.
| Transaction Agreement w/Master |
Attached please find the UPDATED responsibilities for the Global Contracts and Global Facilities teams.
Due to restructuring within our group, we have lost three team members (Anthony Campos, Cyndie Balfour-Flanagan, and Ryan Sheeren) to the physical gas confirmation group.
Our team members' individual responsibilities have changed as a result.
Please forward the attached information to your staff and coworkers.
Please call me at x30569 if you should have any questions.
Thanks,
| Global Contracts/Facilities new responsibilities |
Lorie - Please see the attached version of the LOI.
I have added a paragraph - paragraph 6 - as a non-solicitation provision.
Be aware that these usually are negotiated to be mutual and, in that event, I will be required to obtain approval of a mutual provision at three different levels, including Corp.
This is current policy within the company to ensure we do not bind other divisions or groups to a non-solicit that we cannot comply with.
Let me know your thoughts.
Mark
| Chisholm LOI |
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,
| Product type approval - US Gas Phy Fwd Firm < or = 1Mo (INTERNAL ONLY) |
1.
We have received an executed Second Amendment to Master Agreement dated as of September 27, 2001 by and between Barclays Bank PLC and Enron North America Corp., which amends (a) certain provisions in the Master Agreement with regards to Payments on Early Termination and (b) certain credit provisions for both parties.
2.
We have received an executed Third Amendment to Master Agreement dated as of November 6, 2001 by and between Barclays Bank PLC and Enron North America Corp., which amends certain provisions in the ISDA Master Agreement dated as of January 13, 1994.
Copies of both Amendments will be distributed.
| Amendments - Barclays Bank PLC |
The following name overlays were completed in GCP today: CP ID FROM TO 71822 NEPCO UK Limited NEPCO Europe Limited 3313 Western Kentucky Gas Resources Company Atmos Exploration and Production, Inc. Shortname changes will be coordinated with ERMS IT on Friday, November 16.
Livelink was unavailable at the time of notification, so the detail on these changes will be available for viewing when the preliminary report goes out tomorrow, 11/15/01.
Please refer to the notes tab in GCP for more information.
Thanks,
| Name Overlays 11/14/01 |
Stephanie - Attached is the file containing the final agreement between ENW and Energy Argus enabling EOL to publish certain Energy Argus publications on the website.
We need to have this agreement signed by ENW and forwarded to Energy Argus for counter-signature.
Thanks.
| Energy Argus Contracts |
Tom - Please take a look at the attached.
If it is acceptable, please let me know and I will forward to TFS.
I have worked with both Mr. Kurzer as well as their counsel on the Broker Client EOL product and have a good relationship with them.
Mark
| TFS Energy LLC |
Alan - Attached is a form confidentiality agreement for your discussions with CommodityLogic (Tom Gros).
Since information being shared is fairly one-sided, the agreement is drawn to provide the most protection possible for CommodityLogic.
I have also forwarded this to Geoffrey for his review and comment.
Let me know what comments, questions or concerns either of you may have.
Thanks.
| CommodityLogic |
Hi Tana.
Could you please forward Ross or me a NDA for the possible sale of EnronOnline functionality?
The NDA would be similar to the one you did for Louis Dreyfus.
The contact information is: Mr. Massoud Sedigh Chief Information Officer One Allen Center, Suite 2900 500 Dallas Street Houston, TX 77002 Thank you.
| Equiva Trading NDA |
Michael - I have attached below a revised version of the Channel Marketing Agreement with Deloitte.
This document is the most current form of agreement that needs to be used for these deals and also reflects my comments.
These comments are based upon the comments submitted by Deloitte.
I have incorporated those that we discussed and made some additional comments.
You will note that in the "Fee Payment" section, I have included the present value concept that you requested.
I have not, however, defined this concept, but would assert that it should be defined in the agreement.
Accordingly, please let me know how you want to define it.
As I indicated above, this is a bit of a different form than the one you submitted to Deloitte for review.
So that we can ensure that accurate documents are distributed, please allow us to prepare the drafts for distribution to potential channel marketing partners.
Like the preparation of NDA's, this will enable the Legal Dept.
to keep track of the agreement and ensure the right version is used.
Please let me know if you should need anything further.
Mark
| Deloitte Agreement |
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