Q: Mark, Jason and Sara: Deutsche Bank has requested that we make various "Securities Act" reps in the ISDA Schedule in the event that we do equity derivatives. These reps require us and them to say: 1. To the extent that a Transaction involves the purchase and sale of securities, it will not be registered and the securities cannot be sold except pursuant to a reg statement or exemption. 2. Each party is a QIB or an accredited investor. 3. Unless otherwise set forth in a Confirmation, any securities that a party is required to deliver shall not at the time of delivery constitute restricted securities or be subject to restrictions on transfer. What do you think about this? Carol
Propose a subject line
A: Securities Act Reps

Q: Are you aware of this? I don't know the relationship between these two banks and whether our 7/1/95 ISDA will be transferred to the UK bank. Let me know if you have any information. Thanks. Sara
Propose a subject line
A: Transfer of Merrill Lynch International Bank FX Business

Q: For Enron Canada Corp. and Enron Canada Power Corp., the following is a summary of change in control provisions: 1. Current Precedent Form of Master Firm Physical Gas Agreement - there is no change in control provision (individual contracts would ahve to be checked) 2. Current Precedent Form of Guarantee supporting the Gas Master - no change in control provision (individual contracts would ahve to be checked) 3. Current Precedent Form of Master Firm Physical Power Agreement - although there is no change in control provision, there is an "Event of Default" where a party reorganizes (including by asset transfer) into another entity and, at the time of such reorganization, the resulting entity fails to assume all the obligations of the predecessor party under that agreement (individual contracts would ahve to be checked) 4. Current Precedent Form of Guarantee supporting the Power Master - no change in control provision (individual contracts would ahve to be checked) 5. Physical GTCs (Gas and Power) - no change in control provision (individual contracts would ahve to be checked) 6. ISDA - there is an "Event of Default" where one party reorganizes (including by asset transfer) and the resulting entity does not assume the obligations of the preceding entity under the ISDA. There is also a "Credit Event upon Merger" when one party or its Credit Support Provider reorganizes and the creditworthiness of the resulting entity is "materially weaker" than the predecessor entity. A Credit Event upon Merger allows the non-affected party to terminate. (individual contracts would ahve to be checked) 7. Financial Omnibus - in the financial terms and conditions (Annex A) there is an "Event of Default" where a party reorganizes (including by asset transfer) into another entity and, at the time of such reorganization, either the resulting entity fails to assume all of the obligations of the Defaulting Party under the Confirmation or the resulting entity's creditworthiness is materially weaker than that of the Defaulting Party (mirroring the ISDA "Merger without Assumption" and "Credit Event upon Merger"). (individual contracts would ahve to be checked) 8. Impact Energy Subscription Agreement - no change in control provisions 9. Petro Canada Services Agreement - Section 11.4 indicates that Enron Canada ceasing to be an affiliate of Enron North America Corp. is a material breach of the agreement entitling PC to terminate the agreement in accordance with its terms. 10. Suncor Services Agreement - Article 18 allows for the termination of the agreement by Suncor if (i) there is a change in shareholding of either ECC or ENA that results in either or both ceasing to be an affiliate of Enron Corp. or (ii) ECC or ENA disposes of all or substantially all of its or their assets or (iii) ECC, ENA or Enron Corp. amalgamate, merge or consolidate into another entity other than an affiliate and such transaction would have a material adverse impact on the business on Suncor. 11. Sundance B Power Purchase Arangement - no change in control provision 12. British Energy Power Purchase Agreement - no change in control provision 13. OEFC Services Agreement - no change in control provision 14. ENERconnect Services Agreement - no change in control provision 15. SYNCRUDE Services Agreement - no change in control provision 16. CASCO Services Agreement - no change in control provision 17. Papier Masson Agreements - these were all transferred to Houston and should be checked by someone in EIM As far as trading agreements go, I believe that most if not all inter-company contracts (ie. between ECC and Enron Direct, ENA, EES, etc.) have a MAC clause relating to ownership by Enron Corp. but I am not aware of any third party trading agreements that would contain the same provision with respect to Enron Canada.
Propose a subject line
A: Material Contract Review

Q: Please be advised that the California Power Exchange Corporation has received a deposition subpoena from the California State Senate Select Committee to investigate price manipulation of the wholesale energy market. The subpoena seeks the testimony of George Sladoje, Chief Executive Officer, of the CalPX. Mr. Sladoje is scheduled to testify pursuant to the subpoena on April 2, 2002 at the legislative office Building, 1020 N Street, Room 288, Sacramento, California. The subpoena also seeks the production of the following documents, some of which may be considered confidential under Section 19.3.2 of the CalPX Tariff: 1. Any and all documents relating to the Market Monitoring Committee, including, but not limited to, any and all reports prepared by or for said Committee, notes, e-mail memorandum, correspondence, drafts, and documents supporting any Committee reports. 2. Any and all documents relating to the market compliance Unit including but not limited t, any and all reports prepared by or for said Committee notes, e-mails, memorandum, correspondence, drafts, and documents supporting any Committee reports. Counsel for the Senate Select Committee has stated that the confidential materials provided by CalPX in response to this subpoena will be treated by the Senate Select Committee in accordance with the terms of the May 15, 2001 letter from Senator Joseph L. Dunn that was previously posted on the CalPX web site. If you desire to assert a claim of confidentiality or privilege, you should direct your written statement by March 26, 2002 to the following:
Propose a subject line
A:
Deposition Subpoena by the California State Senate Select Committee