Message-ID: <6319462.1075858802810.JavaMail.evans@thyme>
Date: Tue, 9 Oct 2001 06:18:12 -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
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X-From: Shackleton, Sara </O=ENRON/OU=NA/CN=RECIPIENTS/CN=SSHACKL>
X-To: '"Harris, Daniel" <Daniel.Harris@gs.com>@ENRON', Daniel.Harris@gs.com
X-cc: kara.saxon@gs.com, Heard, Marie </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Mheard>, talya.gordon@gs.com, Glover, Sheila </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Sglover>
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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" <Daniel.Harris@gs.com>@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" <Daniel.Harris@gs.com>@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" <Daniel.Harris@gs.com>@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" <Daniel.Harris@gs.com>@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
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