Message-ID: <19099846.1075858608851.JavaMail.evans@thyme> Date: Tue, 31 Jul 2001 12:45:55 -0700 (PDT) From: legal <.taylor@enron.com> To: joel.ephross@enron.com Subject: RE: Enron/Barclays Global Markets Inventory Financing Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Taylor, Mark E (Legal) X-To: Ephross, Joel X-cc: X-bcc: X-Folder: \MTAYLO1 (Non-Privileged)\Taylor, Mark E (Legal)\Sent Items X-Origin: Taylor-M X-FileName: MTAYLO1 (Non-Privileged).pst Joel -- I've taken a quick look at these and think that they are really more in the physical trading line than derivatives. I'm trying to figure out who the physical metals trading lawyer is to take a look at them for you. -----Original Message----- From: Ephross, Joel Sent: Wednesday, July 25, 2001 10:25 AM To: Boyd, Justin; Taylor, Mark E (Legal) Subject: FW: Enron/Barclays Global Markets Inventory Financing I am forwarding initial documents concerning an inventory finance transaction. Mark, I am distributing to your attention since the structure involves the buying/selling of inventory in a trading arrangement, and the documents are in some respects derived from an ISDA format. While this is a "financing" with a bank, and hence my involvement, there are trading aspects here as well. [Mike Robison is reviewing from the EWS business unit perspective.]If someone in your group should review, please advise. Justin, I am distributing to your attention, since the choice of law is English, and you were involved in the prior Metals transaction that this is derived from. If someone else in London should review, please advise. -----Original Message----- From: Sitlani, Deepak [mailto:deepak.sitlani@linklaters.com] Sent: Friday, July 20, 2001 10:20 AM To: Ghosh, Soma; Ephross, Joel; Liu, Ying; Brian Smith (E-mail); Richard Firth (E-mail); 'Martin.Woodhams@barclayscapital.com' Cc: Firth, Simon N; Lee, Gareth Subject: Enron/Barclays Global Markets Inventory Financing Please find attached first drafts of: 1 the Master Agreement; 2 the Forward Sale Agreement; and 3 the Agency Agreement. <<00300601_EnronCorp_DES.doc>> <<010702_Forward_Sale_Agreemnt_DES.doc>> <<010702_DES_EnronAgencyAgreement.doc>> For ease of review, I also attach: 1 the Master Agreement marked up to show changes against the physical metal Master Agreement (as last amended on 21 May 2001); <<00300601_EnronCorp_DES.doc>> 2 the Forward Sale Agreement marked up to show changes against the physical metal Master Agreement (as last amended on 21 May 2001); and <> 3 the Agency Agreement marked up to show changes against the physical metal Master Agreement (as last amended on 21 May 2001); <> Please note the following: 1. General - I have drafted the agency and forward sale aspects previously contained in the physical metal Master Agreement in separate agreements. In order to ensure that these agreements are as distinct as possible, certain elements of the physical metal Master Agreement (for example, conditionality of Transactions/Call Options on hedging) may have to be included in a separate side letter. - To the extent that I have insufficient details in relation to this transaction, I have retained the structure of the physical metal Master Agreement. - These drafts have not been reviewed by Enron and therefore remain subject to their comments. 2. Master Agreement - As the Commodities will not be exchange traded, I have introduced the concepts of "Reference Price" and "Pricing Date", which are similar to those contained in the 1993 ISDA Commodity Derivatives Definitions. - Enron would like to be able to enter into Transactions/exercise Call Options on non-Business Days. - I have, where possible, avoided referring to the Agency Agreement and the Forward Sale Agreement. However, one aspect of the Agency Agreement that does remain in the Master Agreement is that of "Agency Costs", which is, in some instances, an intrinsic element of pricing. This will need to be discussed. - I have removed the concept of "Minimum Value", which I understand will not form part of this transaction. - I understand that, due to the nature of the Commodities, there may be an imbalance in the quantity sold and that delivered. Although the consequences of this need to be discussed, I have introduced provisions to cater for this (see Clauses 4.3 and 5.5.5). 3. Forward Sale Agreement - I have attempted to make this agreement as distinct as possible from the Agency and the Master Agreements. - The pricing of the forwards needs to be discussed. - I have removed "Credit Support Default" as an Event of Default. 4. Agency Agreement - As with the Master and Forward Sale Agreements, I have attempted to make this agreement as distinct as possible. I look forward to discussing your comments and working with you on this transaction. Kind regards Deepak Deepak Sitlani Linklaters, London A member firm of Linklaters & Alliance Tel: (44-20) 7456 2612 Fax: (44-20) 7456 2222 > http://www.linklaters.com > http://www.linklaters-alliance.com > > ____________________________________________________________ This message is confidential. 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