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Enron Mail |
Note, that since attached e-mail, we have devolped the attached form of
agreement. Note further that a few of the provisions in the Section 2 indemnities are special for Northern Border. 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: nora.dobin@enron.com ----- Forwarded by Nora Dobin/Corp/Enron on 03/15/2001 11:03 AM ----- Nora Dobin 12/21/2000 01:46 PM To: Jordan Mintz/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Brenda L Funk/HOU/ECT@ECT, Harry Arora/HOU/ECT@ECT, Suresh Raghavan/Corp/Enron@Enron, Jeff Bartlett/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT, Andrea Crump/NA/Enron@ENRON, rbaird@velaw.com, dharvey@velaw.com, sborgman@velaw.com cc: Subject: DealBench -- Phone Backup for Auctions 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: nora.dobin@enron.com ----- Forwarded by Nora Dobin/Corp/Enron on 12/21/2000 01:46 PM ----- Nora Dobin 10/19/2000 05:53 PM To: Ross Mesquita/NA/Enron@ENRON cc: Suresh Raghavan/Corp/Enron@Enron Subject: DealBench -- Phone Backup for Auctions Some initial thoughts on the referenced subject: (1) Phone Backup Calls should be scripted (to extent possible), fully recorded and User advised upfront that the conversation is being recorded. Possible participants in call include User, Deal Manager and DealBench. Risk that recording fails or is faulty allocated to User and/or Deal Manager. DealBench/Deal Manager representatives should be trained in any unscripted topics permissible for discussion and possibly provided list thereof for reference during call. No auction/deal information should be given phone participants that is not available to electronic participants. (2) Authentication How establish identity of authorized User--i.e., one who Deal Manager has invited to participate? Possibility: User calls in during auction explaining unable to access site. DealBench/Deal Manager calls User back at number given in DealBench registration information. Person answering must give name of registered DealBench User and Deal Key number for subject auction. User and/or Deal Manager assumes risk that person conducting business over phone for User is not authorized. (3) Auction Information How share with User participating by phone the information available to on-line participants? Possibility: DealBench/Deal Manager recite low bid, high bid and/or spread, as applicable, as of specified time. User and/or Deal Manager must assume risk of bid misquotes. How share with on-line participants bids from phone participants? Possibility: DealBench/Deal Manager enter phone bids into auction site as soon as possible after receipt. User and/or Deal Manager must assume risks of bid misentries and tardiness of bid entries into DealBench. (4) Timing How manage and time receipt and input of phone bids vis a vis electronic bids and auction deadlines to maximize fairness to all participants? Risk allocated to User and/or Deal Manager. (5) Confirmation/Proof/Records Need to consider procedures to confirm and establish binding effect of phone bids (changes to Site Access and Site License Agreements can be part of this). Also need to establish record maintenance regarding phone transactions. Will phone conversations be transcribed? Would both recording and transcription be maintained, and if so, for how long? Will written confirmation of phone transactions be provided to User? How do our trading operations handle proof, confirmation and records regarding phone transactions? Note that record maintenance generally remains an open DealBench operational/legal issue. (6) Unavailability of Phone Backup System Allocate this risk to User and/or Deal Manager. Unavailability of phone backup system could be attributable to numerous factors such as phone line problems on either end, high volume of phone-ins and related lack of personnel. (7) Volume How manage a high volume of phone participants? How manage simultaneous high volume of phone participants and high volume of auctions? Issues include availability of sufficient reliable human resources, reliable physical resources (phone banks and electronic hookups to DealBench), tracking and timely sharing of current bid information with phone and electronic participants, and timely input of phone bids into DealBench. (8) Deadlines How establish outside time deadline for auction process involving both phone and electronic participants? (9) Agreements Site Access Agreement and Operations provisions of Site License Agreements need to be changed to accommodate backup procedures for auctions, binding effect of phone participation, and related risk allocations. I look forward to discussing this subject and further action items with you. Regards, NJD
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