Subject: Re: Envera
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Mon, 8 Jan 2001 07:14:00 -0800 (PST)

Bob, thanks for looking into this for us (Ted and Suresh, I had asked Bob to 
consider the various proposed relationships between DealBench and Envera from 
exchange and other legal perspectives given recent issues we have been 
considering on possible unrelated transactions involving somewhat similar 
issues).

DealBench explicitly has declined to be involved in clearing/settlement 
through Envera of any transactions conducted on the DealBench site; the most 
DealBench will agree to do is make available hard copy of transaction 
information to Enron Global Markets (with Deal Manager's permission) and/or 
Deal Manager.

As to volume discounts, they are being offered on a per Envera member (as 
opposed to aggregate Envera member) basis based upon site usage (see latest 
version of relevant provision attached).

Thanks again for your help.

Regards, NJD

Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  [email-masked]

	"Baird, Bob" <[email-masked]>
	01/08/01 02:04 PM
		 
		 To: "Dobin, Nora (Enron)" <[email-masked]>
		 cc: "Harvey, Dean" <[email-masked]>, "Taylor, Mark (Enron)" 
<[email-masked]>
		 Subject: Envera

I did look at the Envera documents, and I believe that they do not present
any new or different issues for DealBench.  I am assuming that the Envera
members will be using the DealBench platform for physical delivedry
transactions.  The discounting and special rates are issues that I assume
DealBench faces all the time, and I believe that there are no issues under
the Robinson-Patman Act relating to that.  Under the Robinson-Patman Act it
is ok to give volume discounts if they are justifiable, and I assume they
would be in this case in light of the other considerations.  Also,
Robinson-Patman only applies to "commodities" and the DealBench services
that are being provided are most likely not commodities within the meaning
of the Robinson-Patman Act.  I have spoken briefly with Alison Smith (one of
our antitrust lawyers) about this, and she is going to take a quick look at
those issues to make sure nothing has happened recently in this area that
would be of concern.  

It is my understanding that I was asked to look at this only from
DealBench's standpoint.  There are some EnronOnline issues and issues under
the business opportunity agreement provisions.  I have relayed comments on
the latter to Phillips Nazro of our firm (who is working on the matter on
Enron's behalf and asked me about them).

I think that the EnronOnline issues ought to be obvious to Mark Taylor. Just
in case, I am sending a copy of this to Mark, because I do think that Mark
ought to focus on the words in Section 8.1 "if and to the extent that Enron
can place a matching trade via Enron Online"  Does that language mean that
Enron will be performing a clearing function?  If the answer is yes, there
may be some questions that need to be answered under the Commodity Futures
Modernization Act orf 2000, which I have not even attempted to answer.  I
assume Mark is aware of this, but just in case I'm sending him a copy of
this message.

Robert S. Baird
Vinson & Elkins L.L.P.
One American Center
600 Congress
Austin, Texas 78701
Telephone: (512)495-8451
When calling from Houston (713)758-2414
Fax: (512)236-3210
Email: [email-masked]
Home telephone (512)347-8066
Car phone: (512)627-8065
Home fax: (512)347-8065
Pager: 1-888-487-2651

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