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I agree with Leslie - and we need to be careful about names Affiliates, too.
Each Master User ID is intended for use by one legal entity. If the Affiliate is just a trading name and is the same legal entity, then we are OK - but if they are a separate legal entity, then we have problems with: a) The ability of one entity to bind another b) Credit headroom allocations and netting between entities. We should restrict the Master User ID and ETA to be applied to a single legal entity only. Dave Leslie Hansen@ECT 05/08/2000 11:44 AM To: Carol St Clair/HOU/ECT@ECT cc: David Forster/Corp/Enron@Enron, Mark Taylor/HOU/ECT@ECT Subject: Re: ETA Comments from GPU Energy Carol, I am not comfortable with an exclusion of affiliates from Section 2(a). Instead, I think we need to include an express carve out that provides that the CP cannot utilitize the Website on behalf of third parties except for [Name of Principals] pursuant to [Name of Agency Agreement]. Leslie Carol St Clair 05/05/2000 09:28 AM To: David Forster/Corp/Enron@Enron cc: Mark Taylor/HOU/ECT@ECT, Leslie Hansen/HOU/ECT@ECT Subject: ETA Comments from GPU Energy David: GPU Energy had the following comments to the ETA: 1. In Section 2(a) they want Enron to represent that it owns and has the legal right to grant to Counterparty the use of the Website. Also, in the second sentence where we say that they cannot utilize the Website on behalf of third parties they want to exclude Affiliates. [Leslie, is this a proper exclusion given our conversation this week about who will be applying for the Website password?] 2. They have deleted Section 4(b) and seem to think that we should provide a similar indemnity. I can handle point #2, but what do you think about point #1? Carol
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