Message-ID: <22240541.1075861930449.JavaMail.evans@thyme> Date: Mon, 12 Nov 2001 07:49:18 -0800 (PST) From: leslie.hansen@enron.com To: Subject: RE: FW: Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Hansen, Leslie X-To: '"Lech Kalembka" @ENRON' @ENRON>, Heard, Marie X-cc: X-bcc: X-Folder: \MHEARD (Non-Privileged)\Heard, Marie\Inbox\master netting X-Origin: Heard-M X-FileName: MHEARD (Non-Privileged).pst Do you mean that we should include a rep re the fact that they're not a transmitting utility in the Master Netting Agreement? The MNA has already been executed, and there is no such rep in the agreement. Is this a rep that should be included in our form of MNA? If so, I'll need to let Mary Cook know that the form needs to be revised. As per Mary Cook's e-mail of last week, I believe that Marie Heard and/or Tana Jones will centralize the process of obtaining the organizational ID numbers. Marie, please confirm with Lech. Leslie -----Original Message----- From: "Lech Kalembka" @ENRON Sent: Monday, November 12, 2001 9:43 AM To: Hansen, Leslie Cc: Heard, Marie; Cook, Mary; David Mitchell Subject: RE: FW: You should probably ask them about their status as a transmitting utility. They should provide a related representation in the agreement. Insofar as we are working on numerous filings, I wonder if it would be efficient to "centralize" the process of obtaining the organizational ID numbers with my paralegal, who, as previously noted, can get the numbers from CT Corp. As you know, this will cost $12 per entity, but might well save money by streamlining the process. Please advise. Thank you. Lech Kalembka Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 Tel.: (212) 504-6918 Fax: (212) 504-6666 E-mail: lech.kalembka@cwt.com Leslie.Hansen @enron.com To: Lech.Kalembka@cwt.com, Office: Marie.Heard@enron.com cc: 11/12/2001 Subject: RE: FW: 10:18 AM Lech: Attached please find the Collateral Annex to the Reliant Master Netting Agreement -- didn't realize you needed to see it as well. By this e-mail, I am requesting that Marie coordinate with you to get you Reliant's organizational ID number. How do I go about confirming that Reliant Energy Services, Inc. is not a transmitting utiltity? Local counsel will handle the Canadian entity. Regards, Leslie Hansen (See attached file: Reliant MNA Collateral Annex FINAL.doc) -----Original Message----- From: "Lech Kalembka" @ENRON Sent: Saturday, November 10, 2001 7:03 PM To: Hansen, Leslie Cc: Cook, Mary; David Mitchell Subject: Re: FW: As a threshold matter, I note that the basic purpose of the UCC filings is to "belt and suspender" the cross-party netting provisions of the MNA by having the counterparty(ies) grant a security interest in the counterparty's receivables from Enron. This is typically accomplished through the grant of a security interest in "Obligations" under the MNA. In this case, however, I do not find in the Collateral provisions (Section 6) the Obligations included. Is this collateral covered in a related Collateral Annex? Alternatively, is this omission an oversight , or a deliberate choice by the parties? If we do intend to have a security interest in the counterparty's receivables, and these are not picked up in the CA, the MNA should be revised accordingly. Also, if we are going to file against the receivables, we will need to know the "organizational ID" number of Reliant Energy Services Inc., and its address. Regarding the Canadian entity, I assume you will consult with local counsel. Finally, we would also need to confirm for UCC filing purposes that the Delaware entity is not a "transmitting utility", i.e., an entity primarily engaged in the production or transmission of electricity or the transmission of goods by pipeline. Thank you. Lech Kalembka Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 Tel.: (212) 504-6918 Fax: (212) 504-6666 E-mail: lech.kalembka@cwt.com "Hansen, Leslie" To: Lech.Kalembka@cwt.com Subject: FW: Office: 11/06/2001 12:54 PM As per my voice mail, Enron will enter into a Master Netting Agreement with Reliant. The two Reliant entities that will be covered by the agreement are listed below. RES is headquartered in Houston, Texas. Attached please find the latest draft of the MNA for your reference. <> Regards, Leslie Hansen Sr. Counsel 713/853-6121 > -----Original Message----- > From: Williams, Jason R (Credit) > Sent: Tuesday, November 06, 2001 10:57 AM > To: Hansen, Leslie > Subject: RE: > > Reliant Energy Services, Inc. was incorporated in Delaware. > > Reliant Energy Services Canada, Ltd. is a Canadian company, with > principal address at: 1510, 421 - 7 Ave SW > > Calgary, Alberta > > T2P 4K9 > > -----Original Message----- > From: Hansen, Leslie > Sent: Tuesday, November 06, 2001 10:33 AM > To: Williams, Jason R (Credit) > Subject: > > Jay: > > I need the state of incorporation and principal place of business for > Reliant Energy Services, Inc. -- I know its PPoB is Houston but don't > know if it's incorporated in Texas or elsewhere -- and Reliant Energy > Services Canada, Ltd. so that I can initiate the lien searches. Do > you happen to have this information? > > Leslie ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. 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