Message-ID: <31190062.1075852903816.JavaMail.evans@thyme> Date: Fri, 3 Aug 2001 11:03:38 -0700 (PDT) From: drew.fossum@enron.com To: rod.hayslett@enron.com, steven.harris@enron.com Subject: RE: Mavrix: ATTORNEY CLIENT PRIVILEGE Cc: danny.mccarty@enron.com, shelley.corman@enron.com, joe.hartsoe@enron.com, kay.miller@enron.com, robert.kilmer@enron.com, tracy.geaccone@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable Bcc: danny.mccarty@enron.com, shelley.corman@enron.com, joe.hartsoe@enron.com, kay.miller@enron.com, robert.kilmer@enron.com, tracy.geaccone@enron.com X-From: Fossum, Drew X-To: Hayslett, Rod , Harris, Steven X-cc: McCarty, Danny , Corman, Shelley , Hartsoe, Joe , Miller, Mary Kay , Kilmer III, Robert , 'fkelly@gbmdc.com', 'sstojic@gbmdc.com', 'cmoore@akingump.com', 'rnuschler@akingump.com', Watson, Kimberly , Geaccone, Tracy X-bcc: X-Folder: \KWATSON (Non-Privileged)\Watson, Kimberly\Inbox X-Origin: Watson-K X-FileName: KWATSON (Non-Privileged).pst No magic to the 9%. We could use any reasonable rate as long as we are con= ceptually consistent in future situations. I.e., we could use the FERC in= terest rate here if we were willing to always use it in contract terminatio= n situations. Or, if we use a rate here that is X basis points over some g= enerally accepted benchmark (FERC interest rate? prime? LIBOR?) we'd have = a tough time justifying use of a significantly different mechanism (even th= ough the actual rate in the subsequent deal might be a lot different due to= interest rate movement). df=20 -----Original Message----- From: =09Hayslett, Rod =20 Sent:=09Friday, August 03, 2001 12:59 PM To:=09Fossum, Drew; Harris, Steven Cc:=09McCarty, Danny; Corman, Shelley; Hartsoe, Joe; Miller, Mary Kay; Kilm= er III, Robert; 'fkelly@gbmdc.com'; 'sstojic@gbmdc.com'; 'cmoore@akingump.c= om'; 'rnuschler@akingump.com'; Watson, Kimberly; Geaccone, Tracy Subject:=09RE: Mavrix: ATTORNEY CLIENT PRIVILEGE We should give Maverix the option of paying the discounted sum up front or = doing a keep whole payment each month of the transaction. I like the 9% = discount rate for Maverix but would not be happy with such from an outsider= . Is there a basis in the 9% rate? -----Original Message----- From: =09Fossum, Drew =20 Sent:=09Friday, August 03, 2001 11:57 AM To:=09Harris, Steven; Hartsoe, Joe; Miller, Mary Kay; Kilmer III, Robert; '= fkelly@gbmdc.com'; 'sstojic@gbmdc.com'; 'cmoore@akingump.com'; 'rnuschler@a= kingump.com'; Watson, Kimberly Cc:=09Hayslett, Rod; McCarty, Danny; Corman, Shelley Subject:=09Mavrix: ATTORNEY CLIENT PRIVILEGE Further to our discussions yesterday, attached is a draft letter agreement = under which Transwestern would agree to terminate the Mavrix transportation= contracts. Note that Mavrix is required to indemnify TW for any revenue s= hortfall if the turned back capacity is not purchased by another customer a= t the same or better rate within 60 days. I believe this approach allows T= W to accomodate Mavrix's request to terminate without TW taking any financi= al risk or exposing itself to requests from other shippers that TW release = them from their contract obligations without penalty. =20 Upon execution of the letter agreement, the capacity will be posted on the = TW bulletin board as generally available capacity. There is some chance th= at a customer interested in the capacity will want to know where it came fr= om. I would suggest that the appropriate and accurate explanation is that = "capacity becomes available from time to time for a variety of reasons inc= luding contract expirations or terminations, waivers or expirations of ROFR= rights, and contract MDQ stepdowns. Such capacity is posted on the EBB as= soon as Transwestern becomes aware of its availabity." If the questioning= customer wants to know who's space it was, I believe it is our consistent = policy to not disclose any information about any shipper's contract to any = other shipper and that policy should be followed here as well. Of course, = if the Commission's Market Monitoring group or other FERC personnel call, t= he confidentiality problem does not arise and the shipper's identity should= be disclosed. The explanation in that circumstance, if the caller wants m= ore detail, is that "Mavrix is an Enron affiliate that was in the business = of trading interstate pipeline capacity but is winding down its business an= d terminating its contracts. Transwestern has agreed to contract terminati= on subject to an indemnity or "keep whole" mechanism."=20 I'm including the legal team on this distribution as an FYI. I will follow= up on this later today. DF=20 << File: Mavrix Termination.doc >>