Q: Good Morning Sara, I wanted to touch base with you regarding the CSFB 2001 Equity Swap Basket documentation. Since the last time we spoke here are some of the issues discussed along with some additional recommendations. 1) Finalizing the Master ISDA Agreement with Credit Suisse First Boston (Europe) Limited. I see that the status is under Credit Review. 2) Definitions: a) Interest Payment Date- should state "3 business days after the Valuation Date" b) Reference Price- amend the phrase "..last regular way trade..." to state "...Official Closing Price..." in (i) and (ii)(b)(iii). c) Securities- Omit the reference to "Bonds". The definition should only read: "are the securities specified as such in the Confirmation". d) Valuation Date (s)- October 15, 2001, November 15, 2001, ... October 15, 2002 3) Section 5.1 (i)- Omit the reference to Bonds. This section (i) should read: "If a Security pays a dividend or makes another distribution, the payment to be made by the Seller shall be equal to the gross amount of the cash dividend or distribution per share (excluding for the avoidance of doubt any tax credits), as the case may be, multiplied by the Dividend Percentage, multiplied by the Contract Quantity". We should include a definition for "Dividend Payment Date" to read, "The Equity Payment Date relating to the Valuation Date (s) on which the relevant Dividend Period ends". We should also include a definition for "Dividend Amount". The "Dividend Amount" definition should read, "100% of all ordinary cash dividends where; (i) the ex-dividend date occurs during the period from the day following the Trade Date to and including the final Valuation Date and (ii) the date on which the related ordinary cash dividend would have been received by persons who held the Shares comprising the Basket during such period is during the relevent Dividend Period". I believe we should address Section 5.2 "Potential Adjustment Event". We should recommend replacing the language similar to the Intra-Period Adjustment language we utilitized in the Enron Credit Confirmation. Their section allows CSFB to "determine" the provisions of the Intra-Period Adjustments. CSFB should not have control over determining any additonal payment or adjustment of the Opening Price or Contract Quantity. The Intra-Period adjustment language is comprehensive in covering all provisions therein. 4) Schedule to Basket Swaps: a) Applicable Interest Rate Cycle: should read "1 month" b) Termination Date: should read "1 year" c) Business Day Convention: should be the standard ISDA "Modified Following Business Day Convention" language. 5) We should also include the Annex structure to be able to monitor the positions held, along with any subsequent adjustments, in the Equity Swap Basket at any time throughout the deal. Please advise if you like to meet to discuss the documentation in further detail. Regards,
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A: CSFB 2001 Equity Swap Basket Documentation
IN: In order to bring better legal coordination and standardization to Enron's Risk Assessment and Control (RAC) group, we have formed a new legal group, which will initially include Lisa Mellencamp (Finance), Marcus Nettelton (Power Trading), Carol St. Clair (Broadband/Power Trading), Mary Cook (Financial Swaps), Peter Keohane (Canada), Ed Essandoh (Retail), Paul Darmitzel (Retail) and Elizabeth Sager (Power Trading) (Team Leader). This group will focus on, among other things, managing Enron's exposures with bankrupt counterparties, working out credit solutions with distressed counterparties and standardizing our overall credit practices. The initial members in this group have been drawn from Enron's numerous legal groups in order to gain a broader perspective. Each of these members will provide support to this new group in addition to their current responsibilities. Within RAC, Michael Tribolet will focus on distressed counterparties, in conjunction with Bill Bradford, who continues to manage the Credit Risk Management group. Please join us in supporting the efforts of this new group.

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OUT: New Legal Team to Assist RAC
IN: This is an email
The below listed Delaware limited partnerships that were formed but never utilized are being considered for dissolution. Please let me know by Wednesday, December 5, 2001, if there is any reason not to terminate. If I receive no responses, we will proceed with dissolution. EGC 1999 Holding Company, L.P. EGC 2000 Holding Company, L.P.

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OUT: Proposed dissolutions
QUESTION: 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.
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ANS: PG&E/Enron Agreement Amendment
Attorney Work Product/Not Discoverable Top Legal Risks 1. Power Forms - Trading contracts in the power industry are very weak. Typical problems include, trading under multiple masters, no liquidated damages for non-delivery, no events of default or calculation of termination damages, broad performance outs. 2. Agency - Several of our major trading partners operate through an agent acting on behalf of several operating companies. This creates uncertainty as to which entity is liable for which trades. 3. Municipalities - Difficult authorization issues associated municipalities. 4.Complexity of transactions - Power transactions can be very complex as a result, in part, of difficult delivery mechanics and volatile pricing. 5.Timing of transactions - Power transactions typically must be completed on a very tight time schedule. 6. Lawyer Training - Difficult, time consuming process to train lawyers on how to document transactions involving power. 7.Process for approval of transactions - Uncertain procedures for making sure everybody understands risks associated with transactions. Documentation Projects 1. EEI - cont'd work to make EEI the trading contract for power/lessen reliance on WSPP. 2. One-off Power Form - creation of contract to be used for individual transactions that are not part of a master. 3. Product Definition - cont'd work on creating/building acceptance for power product definitions. 4. Platform Trading - Encourage use of EEI as trading platform for all e-trading. 5. Single master contract for all physical commodities/financial trading - work with ISDA to develop single contract for physical trading and then roll that into single contract for physical and financial trading
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answer: Quarterly Legal Review -Power
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answer:
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