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Enron Mail |
Hey, Queshare, how goes it? My assistant should have some plane reservations
for me by the end of the day to discuss with you! Peter Keohane 02/07/2001 02:45 PM To: Edward Sacks/Corp/Enron@Enron cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT Subject: Re: Nexen Energy - Credit Worksheet Our outside counsel has confirmed that the Partnership is a General Partnership under Alberta law under the name Nexen Marketing (f/k/a CXY Energy Marketing), and the GPs are Nexen Inc., Wascana Energy Inc. and Nexen Holdings Canada Ltd. The GPs would each be jointly and severally liable for the Partnership as I outlined previously. I will fax Ed and Mary a copy of the Partnership search when I receive it.. My assistant will forward the message I received from outside counsel. Peter. ---------------------- Forwarded by Peter Keohane/CAL/ECT on 02/07/2001 01:36 PM --------------------------- Enron Capital & Trade Resources Canada Corp. From: Peter Keohane 02/07/2001 11:23 AM To: Edward Sacks/Corp/Enron@Enron cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT Subject: Re: Nexen Energy - Credit Worksheet Our outside counsel tells me that there is no record at Corporate Registry of Nexen Energy Limited Parnership. I think you need to confirm the entity and the org. chart. Also, the ISDAs are kept in Houston, as legal Houston is responsible to prepare. Nonetheless, we generally keep copies, but do not seem to have an a copy of an ISDA with CXY Energy Marketing, CanadianOcccidental or Nexen Energy in the Calgary office, so I cannot confirm if it makes any reference chnage of control MACs, etc. Peter. ---------------------- Forwarded by Peter Keohane/CAL/ECT on 02/07/2001 11:16 AM --------------------------- Enron Capital & Trade Resources Canada Corp. From: Peter Keohane 02/07/2001 09:43 AM To: Edward Sacks/Corp/Enron@ENRON cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT Subject: Re: Nexen Energy - Credit Worksheet Just a few points, which I explained to Ed yesterday: 1. If Nexen Energy is a Limited Partnership formed under Alberta law, and Nexen Inc. is the General Partner, Nexen Inc. is jointly and severally liable for all obligations of the Partnership until it ceases to be the GP. 2. Upon Nexen Inc. ceasing to be the GP, it will remain jointly and severally liable for all unfulfilled obligations of the Partnership incurred to us up to the time it ceases as GP unless we otherwise agree. 3. The result is therefore equivalent in substance (if not in detail) to a Guarantee from Nexen Inc. The only difference is that if a Guarantee is terminated, we have written notice of termination to act upon, whereas Credit may have to monitor the structure of the Partnership to ensure that Nexen Inc. remains as GP. 4. This is structure which we have been willing to transact on in the past in numerous other cases, subject to the following: (a) a specific MAC event for Nexen Inc. ceasing to be the GP; and (b) a specific continuing rep. of the Partnership (breach of which would result in and E of D) that it is a Limited Partnership formed under the laws of Alberta, and that its GP is Nexen Inc. 5. If Ed wanted more comfort, I suggested that we could add Nexen Inc. as a party to acknowledge that the Partnership is a Limited Partnership formed under the laws of Alberta and that it is the GP, and to covenant that it will provide written notice in the event that it ceases to be the GP. 6. In terms of what is the actual structure, although I believe credit typically resolves these issues, the contractual matters referred to above should go along way to address Ed's concerns. I also suggested to Ed that he do a preliminary search of the Nexen Inc. web page to get an org. chart and information, and then to follow-up with Nexen Inc. to get a copy of the Proof of Filing of the Certificate of Limited Partnership issued by Alberta Corporate Registry for Nexen Energy, which should indicate Nexen Inc. as the GP. In any event I have asked outside counsel to obtain a copy of the the Proof of Filing, which I will circulate upon receipt.. I trust the foregoing is helpful. Edward Sacks@ENRON 02/06/2001 07:18 PM To: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Peter Keohane/CAL/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT cc: Andre Templeman/CAL/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT Subject: Nexen Energy - Credit Worksheet As per the attached credit worksheet, please amend the ISDA dated 11/17/98 between ENA and Nexen Energy (formerly CXY Energy Marketing). This will need to be placed on a priority list as Andre is intending on transacting in a short time frame. In addition, I believe that it would be prudent to get some form of confirmation regarding the corporate structure (general partnership). We have historically been operating under the assumption that Nexen Inc. is general partner and I have underwritten the credit based on the financial health of Nexen Inc. Unlike a formal guaranty agreement whereby we would receive notice if the guaranty were to be revoked, this structure is difficult to monitor as there is no obligation to notify Enron of ownership changes and new transactions may be entered into without the support of Nexen Inc to the extent a change in the structure has occurred. Please reply with comments or questions. Ed Sacks
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