Message-ID: <29550924.1075842207743.JavaMail.evans@thyme>
Date: Fri, 1 Jun 2001 01:47:00 -0700 (PDT)
From: carol.clair@enron.com
To: harry.collins@enron.com, julia.murray@enron.com
Subject: FW: Steel Master Form
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X-From: Carol St Clair
X-To: Harry M Collins, Julia Murray
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Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 06/01/2001 08:47 AM -----

=09Morris Richard Clark/ENRON@enronXgate
=0905/31/2001 09:31 PM
=09=09=20
=09=09 To: Carol St Clair/HOU/ECT@ECT
=09=09 cc: Susan Musch/ENRON@enronXgate
=09=09 Subject: FW: Steel Master Form

Carol,

I have forwarded our tax comments on the Master Steel Agreement.  Please le=
t=20
me know if you have any questions.  Thanks.

MRC

 -----Original Message-----
From:  Musch, Susan =20
Sent: Thursday, May  31, 2001 8:45 PM
To: Clark, Morris
Cc: Gockerman, Matthew F.
Subject: RE: Steel Master Form

Morris,

My comments on the Master Steel Agreement are as follows:

1.   Section 3.7 - The Taxes arising at the Delivery Point should be the=20
responsibility of the Buyer rather than Seller (i.e., Seller should be=20
responsible for all Taxes applicable to the Commodity being sold under the=
=20
Master Agreement arising upstream of the Delivery Point and Buyer should be=
=20
responsible for all Taxes applicable to the Commodity being sold under the=
=20
Master Agreement arising at and downstream of the Delivery Point).

2.   Section 3.7 - The phrase "within [___] days" should be added immediate=
ly=20
before the comma in the sentence beginning "[i]f Buyer and Seller are unabl=
e=20
to reach mutual agreement...."

3.   Section 3.7 - The following sentence should be inserted before the=20
sentence beginning "If either party is exempt from Taxes...":

Notwithstanding the foregoing, a Party is not liable for any applicable Tax=
es=20
that are legally imposed on the other Party and that are refundable to the=
=20
other Party, including without limitation value added or goods and services=
=20
taxes.

4.   Section 9 - The following sentence should be added to the definition o=
f=20
Delivery Point:

For purposes of  transactions involving an Option on the Commodity, the=20
Delivery Point shall be defined to mean the date of delivery to the Buyer o=
f=20
written confirmation of the purchase and sale of the Option, which date sha=
ll=20
be in all cases not earlier than one day following the day of acceptance of=
=20
the Counterparty=01,s offer.

5.   Section 9 - The phrase "goods and services taxes," should be added to=
=20
the definition of New Taxes immediately after the phrase "value added taxes=
,".

6.   Section 9 - The words "value added, goods and services," should be add=
ed=20
to the definition of Taxes immediately after the word "use,".

Please let me know if you have any questions or need any additional=20
information.

Best regards,
Susan

 -----Original Message-----
From:  Clark, Morris =20
Sent: Wednesday, May 30, 2001 2:31 PM
To: Musch, Susan
Subject: FW: Steel Master Form

Susan,

Can you please take a look at the attached steel master agreement  and=20
provide any additional language that you think is necessary (I imagine it=
=20
should work similar to the paper and pulp master that we discussed).  My=20
concern with the steel master is twofold: (i) it will be used for=20
international counterparties; and (ii) the treatment of options in many=20
foreign jurisdictions.  Thanks for your help.

MRC

 -----Original Message-----
From:  St Clair, Carol =20
Sent: Friday, May  25, 2001 3:08 PM
To: Clark, Morris
Cc: Murray, Julia
Subject: Steel Master Form

Morris:
Could you please review and sign off on the tax language?  Thanks.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 05/25/2001 03:07 PM -----


=09Carol St Clair 05/25/2001 02:52 PM =09   To: Julia Murray/HOU/ECT@ECT, H=
arry M=20
Collins/HOU/ECT@ECT  cc: Dan Lyons/HOU/ECT@ECT, Lou Stoler/HOU/ECT@ECT, Pet=
er=20
del Vecchio/HOU/ECT@ECT, Deb Korkmas/HOU/ECT@ECT  Subject: Steel Master For=
m


Julia and harry,
Enclosed is a revised draft of the Steel Master Agreement for your review. =
=20
Could you please forward this to Cheryl?  Thanks.

 << File: STEEL WORKING DRAFT NO.4 5-25 RED.DOC >>  << File: Steel Working=
=20
Draft No.4 5-25.doc >>=20

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com