Message-ID: <33474596.1075854910809.JavaMail.evans@thyme> Date: Thu, 11 Oct 2001 07:21:22 -0700 (PDT) From: sara.shackleton@enron.com To: daniel.harris@gs.com, daniel.harris@gs.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Cc: marie.heard@enron.com, sheila.glover@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: marie.heard@enron.com, sheila.glover@enron.com X-From: Shackleton, Sara X-To: '"Harris, Daniel" @ENRON' @ENRON> X-cc: Heard, Marie , Glover, Sheila X-bcc: X-Folder: \MHEARD (Non-Privileged)\Heard, Marie\Deleted Items X-Origin: Heard-M X-FileName: MHEARD (Non-Privileged).pst Daniel: The Terms of Business Letter ("Letter") is fine. We require two signatures per our resolution. Marie Heard is having all remaining documents executed and will fax the Letter to you upon signature. Everything will be sent to you express mail. Thanks for your help. No need to call back unless you have specific directions or requests. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Harris, Daniel" @ENRON Sent: Thursday, October 11, 2001 7:11 AM To: Shackleton, Sara; Daniel.Harris@gs.com Cc: Gordon, Talya Subject: RE: ECT Investments, Inc. account with Goldman Sachs International please see attached. if ok, please sign and fax back to 44 20 7774 0457. -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: 09 October 2001 19:52 To: Daniel.Harris@gs.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Sorry to not reply sooner - too many interruptions - see attached (I tried to track language in PB). Sara (See attached file: Amendment to GSI TOBR1.doc) -----Original Message----- From: "Harris, Daniel" @ENRON Sent: Tuesday, October 09, 2001 8:21 AM To: Shackleton, Sara; Daniel.Harris@gs.com; Daniel.Harris@gs.com Cc: kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover, Sheila Subject: RE: ECT Investments, Inc. account with Goldman Sachs International please let me know which provision of the terms of business you think should be amended in that way. -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: 09 October 2001 14:18 To: Daniel.Harris@gs.com; Daniel.Harris@gs.com Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com; Sheila.Glover@enron.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Daniel: What about the limitation of liability language which you suggested could be similar to the PB agreement (your 9/20/01 email)? Sara -----Original Message----- From: "Harris, Daniel" @ENRON Sent: Tuesday, October 09, 2001 1:51 AM To: Shackleton, Sara; Daniel.Harris@gs.com Cc: kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover, Sheila Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Please see attached. -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: 08 October 2001 20:39 To: Daniel.Harris@gs.com Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com; Sheila.Glover@enron.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Daniel: With respect to the Terms of Business Letter, please email a copy of the proposed side letter (to handle arbitration and limitation of liability). I just want to review the "final product". We have all other documents ready for immediate execution. Sorry for the delay and I appreciate your patience. Regards. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Harris, Daniel" @ENRON [mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+ 3E+40ENRON@ENRON.com] Sent: Thursday, September 20, 2001 3:44 AM To: Shackleton, Sara Cc: kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover, Sheila Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Sara Arbitration - we will agree to English courts as per the language amending the osla. I will prepare an amendment side letter. Limitation of Liability - this is our standard position. I propose the language agreeed to by you for the PB agreement. I trust this will now close the open issues. I look forward to hearing from you Kind regards Daniel -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: 17 September 2001 23:51 To: Daniel.Harris@gs.com Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com; Sheila.Glover@enron.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Daniel: Thank you for your response. Unfortunately, the outstanding issues relating to the Terms of Business Letter impact our corporate policy. If you insist upon arbitration, it should be at either party's option and we can agree to arbitrate in accordance with the International Chamber of Commerce Rules. Also, as you mentioned below, there may be non-prime brokerage issues that relate to the terms of business and, therefore, are not adequately addressed in the terms of business letter. We do have other business relationships with GSI and again request inclusion of limitation of liability language in the terms of business letter. I propose: "Neither party shall have any liability arising from this Letter or from any obligations which relate to this Letter for any indirect, special, punitive, exemplary, incidental or consequential loss or damage." Please reconsider the foregoing with explanation. I will be out of the office 9/18/01 in the a.m. All remaining documents have been completed and we will have them executed together with the terms of business letter. Regards. Sara Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Harris, Daniel" @ENRON [mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+ 3E+40ENRON@ENRON.com] Sent: Tuesday, September 11, 2001 3:15 AM To: Shackleton, Sara Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Sara The terms of business are GSI's general terms and span your relationship with GSI generally. There may be non-prime brokerage issues that relate to the terms of business. Not everything in the TOBs intersects with the PB relationship, certainly if you do other business with GSI. Re the liability provision, I think your concerns are adequately addressed in the documentation as drafted. I would be grateful if you would come back to me as soon as possible so we can try to get this wrapped up today. Kind regards Daniel -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: 10 September 2001 21:02 To: Daniel.Harris@gs.com Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Daniel: Thanks for the message. It seems to me that the terms of the PB conflict because J14 conflicts with A3, that is, (i) J14 conflicts with Par.8 requiring the conclusion that English courts will not apply to the Terms of Business agreement and (ii) A3 requires that English courts prevail. Are you agreeing with this analysis? Also, there is nothing in the Terms of Business agreement to conflict with the limitation of liability language of the PB applicable to the PB (except for silence on the matter). You didn't address this point. It is Enron Corp. policy to include such language and I would like to limit the Terms of Business in the same manner. Can you call me at 9 am Houston time on Tuesday, Sept. 11? or suggest a different time? I am not trying to belabor execution of the the remaining documents. Thanks. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Harris, Daniel" @ENRON [mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+ 3E+40ENRON@ENRON.com] Sent: Monday, September 10, 2001 1:23 AM To: Shackleton, Sara Cc: Daniella.Bodman-Morris@gs.com; Heard, Marie Subject: RE: ECT Investments, Inc. account with Goldman Sachs International Sara Actually, I believe we resolved these when we spoke. Arbitration - more appropriate to general terms of business which principally contemplate the regulatory rules to which we are subject (SFA rules). In the event of inconsistency, the terms of the PB agreement govern (clause A3). I also amended the OSLA by side letter, which I sent over. Kind regards Daniel -----Original Message----- From: Shackleton, Sara [mailto:Sara.Shackleton@ENRON.com] Sent: 07 September 2001 20:45 To: Daniel.Harris@gs.com Cc: Daniella.Bodman-Morris@gs.com; Heard, Marie Subject: ECT Investments, Inc. account with Goldman Sachs International Daniel: Thanks for finalizing the Prime Brokerage Agreement (the "Agreement") with my colleague Angela Davis. I have two points with respect to the Terms of Business Letter relating to the changes made to the Agreement which I believe we discussed but were not in a position to resolve at the time. These are: (1) Par. 8 Arbitration (which should conform to Clause J, Par. 14 of the Agreement). I recall that we were discussing the possible use of arbitration in the Agreement (and existence of arbitration in the OSLA) so that we would not need to amend this particular paragraph of the Terms of Business Letter. Since we ultimately agreed to English courts, I think we need to conform the Terms of Business Letter which will prevail if in conflict with the Agreement. (2) Par. 8 Arbitration (which should be limited in the same manner as Clause J, Par. 11 as to limitation of liability). I believe that you and Angela agreed to the revisions in the Agreement. Why shouldn't these be mirrored in the Terms of Business Letter? I look forward to hearing from you and completing the rest of the account documentation. Regards. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 ********************************************************************** 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. 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