No magic to the 9%.  We could use any reasonable rate as long as we are conceptually consistent in future situations.  I.e.,  we could use the FERC interest rate here if we were willing to always use it in contract termination situations.  Or, if we use a rate here that is X basis points over some generally accepted benchmark (FERC interest rate? prime?  LIBOR?) we'd have a tough time justifying use of a significantly different mechanism (even though the actual rate in the subsequent deal might be a lot different due to interest rate movement).  df 

 -----Original Message-----
From: 	Hayslett, Rod  
Sent:	Friday, August 03, 2001 12:59 PM
To:	Fossum, Drew; Harris, Steven
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
Subject:	RE: 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: 	Fossum, Drew  
Sent:	Friday, August 03, 2001 11:57 AM
To:	Harris, Steven; Hartsoe, Joe; Miller, Mary Kay; Kilmer III, Robert; 'fkelly@gbmdc.com'; 'sstojic@gbmdc.com'; 'cmoore@akingump.com'; 'rnuschler@akingump.com'; Watson, Kimberly
Cc:	Hayslett, Rod; McCarty, Danny; Corman, Shelley
Subject:	Mavrix:  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 shortfall if the turned back capacity is not purchased by another customer at the same or better rate within 60 days.  I believe this approach allows TW to accomodate Mavrix's request to terminate without TW taking any financial risk or exposing itself to requests from other shippers that TW release them from their contract obligations without penalty.  

Upon execution of the letter agreement, the capacity will be posted on the TW bulletin board as generally available capacity.  There is some chance that a customer interested in the capacity will want to know where it came from.  I would suggest that the appropriate and accurate explanation is that  "capacity becomes available from time to time for a variety of reasons including 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, the confidentiality problem does not arise and the shipper's identity should be disclosed.  The explanation in that circumstance, if the caller wants more detail, is that "Mavrix is an Enron affiliate that was in the business of trading interstate pipeline capacity but is winding down its business and terminating its contracts.  Transwestern has agreed to contract termination subject to an indemnity or "keep whole" mechanism." 

I'm including the legal team on this distribution as an FYI.  I will follow up on this later today.  DF 


 << File: Mavrix Termination.doc >>