Message-ID: <4712.1075858611768.JavaMail.evans@thyme> Date: Thu, 13 Sep 2001 15:31:41 -0700 (PDT) From: brent.hendry@enron.com To: legal <.taylor@enron.com> Subject: New Project Direction Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Hendry, Brent X-To: Taylor, Mark E (Legal) X-cc: X-bcc: X-Folder: \MTAYLO1 (Non-Privileged)\Taylor, Mark E (Legal)\Inbox X-Origin: Taylor-M X-FileName: MTAYLO1 (Non-Privileged).pst Mark, I can use your advise on a few new projects that I am working on. 1. The weather desk is trying to roll out a HDD Swap for Calgary by Monday= . Most of the anticipated buyers of the product will be Canadian counterpa= rties ECC has masters with. The desk originally thought that we need to cr= eate a GTC for Enron Canada using the ENA weather GTC. Because if the time= issues involved in creating a new GTC (fixing all the things that are wron= g with the ENA form) I looked for a new way to deal with this issue. I thi= nk I found it in section 3(d) of the ETA which provides that the Enron coun= terparty to a particular transaction will be the Enron Entity they have a m= aster with that covers that type of transaction. I believe this provision = was a stroke of genius designed for just this type of scenario. I can prep= are the long description to specify the Enron entity as "the applicable Enr= on entity" and if there is a master then the Enron Entity is the one with t= he master pursuant to Section 3(d) of the ETA and if there is no master the= ETA says the GTC applies and the GTC specifies that ENA is the counterpart= y. Do you think this works? 2. I was contacted by someone at McKinsey & Company yesterday who is worki= ng with the weather desk to develop a Bermuda Transformer Commercial Struct= ure to partner up with the Insurance market to provide some capital to our = weather trading desk. I have been told that conceptually it will be a Jedi= type arrangement. I have been asked to help them think through the issues= and coordinate with the other attorneys who work on these types of issues.= I do not want to get too deep into the structuring of this investment veh= icle myself without the appropriate legal group involved. Would this be so= mething Jordan Mintz's group would handle or would this be something that L= ance Schuler's group would develop? I thought I might want to talk to Juli= a Murrey (or Cristina Mordant or Carol St. Clair) to see what issues croppe= d up in the development of Jedi I and Jedi II (or maybe I should just talk = to whatever lawyer is currently handling these structures). What are your = thoughts on how to move forward? 3. The other rush deal is a financing deal out of Jordan's group. The dea= l I helped look at that was a physical forward using ISDA type language is = now a financial deal (a series of Total Return Swaps) that needs to close n= ext Friday. I will go to a meeting in the morning to try and get more info= rmation on the structure. Angela Davis who has worked on the Total Return = swap deals has offered to help me pilot this through. Sara thought I shoul= d check with you to make sure you don't have a problem with me taking on on= e of these deals. I am going to try and make sure they have Danny Sullivan= from A&K working on the deal since he is the most knowledgeable lawyer on = this type of structure. =20 I hope all goes well with your return flight plans. Brent Brent Hendry Senior Counsel Enron North America 1400 Smith Street Houston TX 77002 Phone 713 853 7124 Fax 713 646 3490