postbot/aeslc_kw huggingface dataset:
Subject: PUD No.1 of Grays Harbor - ISDA request

Legal,  Per the request of Stewart Rosman, please prepare an ISDA between Public Utility District Number One of Grays Harbor and ENA.
Credit concerns should be addressed to Tracy Ngo or myself.
Thank you,
Subject: B of A Confirmation

Good Afternoon Sara,  Per our discussion, attached is the ISDA Confirmation currently being used for the B of A head office FX trades.
We did have a trade executed today for value 9/27/01, wherein we need to send out a ISDA Confirmation.
Please send me the revised version upon the completion of your review.
Thanks!!
Enjoy your afternoon!
Subject: ISDA Master Agreement between CSFB, London branch and Enron North  America Corp.

Dear Sara: Hope all is well.
I apologies for the delay in reverting to you.
In any event, I have "marked-up" ENA's proposed documentation with some amendments.
Please note that I have based my response on the recently executed ISDA Agreement between CSFBi and Enron Credit Limited.
Please note that I will need to discuss with our credit the proposed threshold amounts.
I will revert to you on this point shortly.
Additionally, I would like to discuss with you in detail the events of default relating to the custodian.
Once you have had an opportunity to review the attached document, please kindly contact me to discuss this matter further.
As always I thank you for your cooperation.
Kind regards
Subject: Make Note CSFB ISDA

Please make a note to discuss later:  we don't want my deal to automatically get covered under the CSFB isda by way of the Existing Transactions clause.
It can be moved into the ISDA, but will need some tinkering to do so.
Just put this note in the file as a remineder  Thanks.
Subject: Defferred Premium Cap

I have made the suggested corrections and made a few minor adjustments to the format of the Deferred Premium Commodity Cap you were working on.
Please note that the Premium Payment Date is on the first page to indicate that such premium is deferred until settlement and calcuated in accordance with the Cash Settlement Amount provisions.
After review of the structure it occurred to me that this transaction could be drafted as a modified fixed basis swap.
The swap format is much simpler to document and easier to understand the respective payment obligations.
It might make it easier for the counterparty to follow the intended payment obligations.
Please let me know if you have any questions or comments.
Regards,
Subject: National Energy Group, Inc.

Stephanie and Sara -  We currently have several deals on the books with National Energy Group, Inc. that we confirmed under omnibus confirms.
The initial two deals that we did with them, TAGG numbers QY8453 and QY9133, required independent amounts and had the credit language attached.
I have attached those annexes below.
We have since executed the following trades:  VH0606 VH0931 VH0969 VH0982 VT5854 VT5861    Our positions with this counterparty have gone deep in the money to them, and they have asked us to send them back the collateral.
While I am not thrilled about doing this, I understand that this is a commercial issue and we probably need to do this to be responsive to the customer.
If you hadn't guessed by now, this is a Lagrasta customer, so I am getting the requisite incentive from Fred to get this done.
In concert with the return of their collateral, I want to send them a document that allows us to call for margin again if their positions start moving back in ENA's favor.
I want to be able to call them if their position moves any less than $3 million in their favor.
Right now, the positions are over $6 MM in National Energy Group's favor; I want to call them if that exposure changes to anything less than $3 MM in their favor.
This would still give us some "cushion".
What do we need to do to make this happen?
JRW
Subject: New Futures Broker Request - Deutsche Bank

Gary Hickerson has authorized the addition of Deutsche Bank for Futures Trading.
We have been using Carr Futures in the European Market but Carr Futures no longer has the presence and coverage needed; whereas, Deutsche Bank can fulfill our trading needs at competitive clearing rates.
I will forward the account opening documentation to Legal when received.
Sheila
Subject: Finance Transaction Staffing

Congratulations to everyone on making it through Q3 more or less intact and a big thank-you to those who pulled us through with all your hard work.
Given the continued increase in the number and variety of transactions coming to us from the Global Finance and VPP teams, we are going to have to revise our staffing procedures and ask each of the lawyers in the group to take on some of this burden.
If any of you receive a request to handle one of these deals, please refer the requester to me or at least let me know so that we can equitably distribute the load.
Mary and Anne will be scheduling training sessions for the entire group during which they will go over some of the most common structures and the issues that they have faced recently to help us on our way.
As with all of our work, I expect that we will each be available to the others in the group to bounce ideas around and help with thorny issues.
Mark Taylor Vice President and General Counsel Enron Wholesale Services 1400 Smith Street - EB3892 Houston, Texas 77008 (713)853-7459 (713)646-3490 (fax)
Subject: Suggested revisions to EOL Paperless Confirm Amendment text

After discussions with Elizabeth Sager and Leslie Hansen, we have developed a few additions to the EOL Paperless Confirm Amendment form to clarify that (1) neither party shall (not just that neither party is required to) send paper confirms, and (2) the transaction's records on EOL control over any conflicting terms in the underlying Governing Agreement.
I have attached a draft below of a Consent and Agreement for Idacorp with the proposed changes in italics (see Para.
1(a)(i) and 3).
We made this last change in anticipation of revised EOL power product definitions, which new definitions will conflict with important terms (such as the force majeure clause) in the Power Master.
If you don't want any of these proposed changes to be made to the form as a whole, and would prefer that they be handled in the Power Annex so as to apply only to Power, please let me know.
Janet
Subject: Revised Contract

Tom,  Attached below is a revised draft contract and an updated Annex A that should address your legal department's concerns.
If there are additional enquiries, Mr. Graham should speak directly to Sara Shackleton at 713-853-5620 or Brent Hendry at 713-853-7124 in our legal department.
Thanks,
Subject: Commodity Futures Customer Agreement

Sara,  I'm attaching a draft of the futures agreement to "get the ball rolling" again.
I believe I have included the terms you indicated were most important.
One item I would like to bring to your attention is the arbitration clause.
Morgan Stanley prefers to litigate disputes, but I can agree to NFA arbitration rather than litigation.
I know New York is our preferred location, and Texas is yours, so I thought that holding the arbitration in Chicago might equally inconvenience us.
Please let me know if this works for you.
Regards,
Subject: WARNING:  Your mailbox is approaching the size limit

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Subject: Lotus Notes-Status Choices

Please remember that once a master has been executed the status SHOULD NEVER be changed from its "executed" status.
To accomodate the master upgrades and master netting agreements I have added additional selections to the status bar, so you now have the following selections to choose within the "executed" status bar:  1.
"executed" 2.
"executed-under amendment" - to be used when we are amending a master 3.
"executed-inactive" - to be used when a master is executed but we are no longer trading under it 4.
"executed-master upgrade" - to be used when we are doing an ISDA replacement master or replacing one master with another master 5.
"executed-master netting agreement" - to be used when we have a master in place and we are upgrading it to add a master netting agreement  Thanks for your attention herewith.
Subject: Apparent Authority Letter

I have modified the letter slightly to try and shift the burden of being notified as to internal policy matters back to the counterparty.
Let me know if you think this approach works or if you have suggested improvements in the language.
Thanks
Subject: Payment Language on Financial Power Confirms

Sara,  It has been brought to my attention that the payment language we are using for financial power trades that are less than one month in duration does not mention that payment is due 5 business days after the floating price is determinable.
It basically says 5 business days after the last day of the month.
The fifth (5th) Business Day following the date on which the Floating Price is determinable (this language is in all confirms with a calculation period of one month or longer).
The fifth (5th) Business Day following the last day of the month that includes the Calculation Period (this language is in all confirms with a calculation period less than one month).
Can you draft payment language for trades less than one month that states payment is due five business days after the floating price is determinable?
Call me if you would like to discuss.
Thanks,
Subject: Enron Corp

Sara and Marie, Andy Fastow authorized Ben Glisan and Tim Despain in June to withdraw funds from the Enron Corp Account at MSDW.
MSDW will accept a letter on company letterhead authorizing individuals to withdraw funds.
I can draft up something and have Andy sign it to authorize for Enron Corp.  We will also include Ben and Tim on the document for signatory examples.
As a matter of course, Jill and I have been signing before it goes to Andy.
Can we do this lettter instead of going the Corporate Secretary route to get it done?
It is not good that we currently have sole reliance on Andy being in the office to move funds out of the account.
Please advise.
Sheila
Subject: City of Glendale

Sara,  Believe it or not, we are very close getting our signed ISDA from the City of Glendale.
Steve Lins, the City attorney had a couple of questions which I will attempt to relay without having a copy of the documents.
1)  I am assuming that he obtained a for legal opinion letter or document of some sort.
This document references a confirmation and we are not sure what this references.
Typically, it references a transaction, which in this case, there are no transactions yet.
He feels this reference should be deleted.
What is your opinion regarding this?
2)  We sent him a couple of form documents to facilitate the documents required under the ISDA.
One form ws a form resolution.
They have already received City Council approval to enter into financial tranactions and to enter into an ISDA with us.
Steve is going to get a certified copy of this Resolution.
Will this suffice?
When you return, I may try to do one last conference call to alleviate any unanswered questions.
I think we will have an executed ISDA with the City of Glendale by the end of next week.
I am going to be out there meeting with them on Wednesday.
Thanks for your help,
Subject: Orlando Utilities Commission

Sara!
We are ok with eliminating the CSA from the ISDA with Orlando Utilities Commission (OUC).
However, we would like to add an additional termination event, of debt rating change below A for OUC and BBB- for Enron Corp.  Richard!
In the absence of any margin rights, we will be monitoring trading activities with this counterparty more closely and this may result in certain transactions limitations.
Rudwell 53596.
Subject: Signing Authority

Donna:  I checked the corporate database and Rick is a Vice President of RAC.
Do we want to prepare new board resolutions authorizing him as a second signatory on the brokerage agreements for ENA, ECT Investments and Enron Credit Inc.?
Marie
Subject: Dresdner

I have finally agreed with Dresdner on the form of Electronic Trading Agreement we are willing to sign with them.
Have you had a chance to review the website and the "product terms".
Let me know and we can coordinate.
Thanks, Anne
Subject: sample confirm

First Union Securities, Inc.  Hello Sara.
I wasn't sure if we had finalized discussions on an EITF 0019 compliant confirmation for derivatives on Enron Corp.  Stock.
I'll call you tomorrow to make sure you receive this.
<<ISUSUER.Put.00-19(7-20-01).doc>>     This is for your information only and is not an offer to sell, or a solicitation of an offer to buy, the securities or instruments mentioned.
The information has been obtained or derived from sources believed by us to be reliable, but we do not represent that it is accurate or complete.
Any opinions or estimates contained in this information constitute our judgement as of this date and are subject to change without notice.
First Union Securities, Inc. (FUSI), or its affiliates may provide advice or may from time to time acquire, hold or sell a position in the securities mentioned herein.
FUSI is a subsidiary of Wachovia Corporation and is a member of the NYSE, NASD and SIPC.
FUSI is a separate and distinct entity from its affiliated banks and thrifts.
- ISUSUER.Put.00-19(7-20-01).doc
Subject: Morgan Stanley futures

Sara and Marie,   Mike Kustra was in to meet Gary for Morgan Stanley today.
Mike has been told that the only thing outstanding is the place of jusidiction and Chicago has been agreed to as the compromise.
Please let me know if this agrees with your view.
Thanks.
Sheila
Subject: National Australia Bank

Sara,  We have a Master Agreement with NAB Limited.
However, we are doing our FX trades with NAB London.
Presumably, this is simply a branch of NAB Limited which is headquartered in Australia.
Is this a mulitbranch agreement?
Does it cover trades with the London branch?
Let me know what you think.
Thanks!
Subject: CSFB- Equity Swap Basket Documentation

Good Afternoon Sara,  I wanted to follow up to see what the status is regarding the Credit Suisse First Boston Equity Swap Basket documentation.
Please advise!
Regards,
Subject: RMT Masters

Sara,  Please advise if you are still the lawyer who reviews RMT masters, when requested for preparation.
If so, Legal has been requested to prepare an ISDA between RMT and Enron Japan Corp., which shall support their FX transactions.
Let me know, so I can pass this draft on to you for review.
Thanks.
Subject: Yen CLN follow-up

Adam,  To follow-up on our discussion from last week:  With regards to the need for equity/certificates at the Trust level, this is really a function of the requirements posed by the investors.
Our tax group would defer to the underwriters.
If the note investors can tolerate equity treatment (for tax purposes), then there should be no need for certificates in the structure.
In previous transactions, the presence of certificates has allowed the notes to be treated as debt for tax purposes and therefore the payments treated as interest income.
With regards to cross-default, a default in the Enron note does not result in a default of the swap between Enron and the third party entity or a default of the swap between Enron and the financial institution.
Attached is a diagram of the prepay structure, as discussed last week.
Feel free to call with any questions.
Regards,
Subject: Credit Suisse First Boston, London Branch

Laurel and Jorge:  Attached is the form of confirmation for Credit Suisse First Boston London Branch.
ENA is the confirming party and calculation agent.
Let me know if you have any questions or need anything else.
Marie
Subject: CSFB agreement

Sara,  Jeff Kinneman has suggested that perhaps legal could scan the executed document and edit the signature pages as opposed to recreate it since CSFB cannot provide the word document we requested.
However we decide to pursue this is still a priority as we are now shut off from trading.
Please advise as to what time frame we can expect the document to be completed.
Thanks,
Subject: ENA automated FX Trading

Sara and Susan, Can I set up a 20 minute meeting with both of you to discuss an automated FX Trading system we are thinking about for the London office.
Shane Dallmann, head of the UK Rate & Currency desk is in town this week.
Susan, I am not sure if this is your world or not for TAX.
Thanks.
Sheila
Subject: EGM Monthly Legal Report for October 2001

At Alan's request, please provide to me by e-mail (with a cc: to Alan) by Monday of next week your suggested changes to the September 2001 Monthly Report, so that we can issue the October 2001 Monthly Report by the middle of next week.
Thanks for your attention to this matter.
Nita
Subject: questions

Hi Sara!
Sheila asked that I put together a list of key questions we want to go over with you.
So here it is!
Thanks for all of your help!
Subject: cecony-enron redlined isda schedule

sara, as discussed attached is a cleaned up redlined version of the schedule.
as you know, there are still several open issues, but hopefully, it will be easier to work from this document.
in the meantime, i will work on redlining the csa and reviewing some of the open issues in the schedule that are in my court.
thanks for your help and have a great weekend!
<<enron isda 8-29.doc>>   - enron isda 8-29.doc
Subject: UBS FX payment

Sara-thank you for looking into this issue for us.
Here is a brief summary of what occured.
UBS and Enron entered into a Sterling-UBS spot transaction on 11-19-01, which both parties confirmed and settled on 11-21.
(UBS pays USD 7,083,500 and receives 5 mio sterling).
On 11-21 UBS and Enron erroneously confirmed the same trade again for settlement on 11-21.
UBS made a second USD 7,083,500 payment to Enron's account at BA-Dallas on 11-21 (payment reference: FED IMA 1121B1Q8052C001081).
UBS did not receive the Sterling it was expecting and for the next few days Enron and UBS tried to resolve the non-payment based on a mistaken assumption that Enron owed 5 mio Sterling to UBS.
On 11-28, UBS realized that the trade was duped and on 11-29 informed Enron of the nature of the error and requested that the USD payment be returned.
Enron agreed to return the USD payment on 11-29.
The returned payment was never received.
Subject: New Confirm Template

Per our discussion this morning I have attached the new form for our confirms.
Please let me know if further changes are necessary.
Thank you for your help!
Subject: Coal Termination

Alan and Wayne: We received a letter from AEP Energy Services Inc. terminating all coal transactions with ENA as of 12/1.
The letter states that they shall begin liquidating the contracts on 12/3.
We have been instructed by Sally Beck's group to identify any terminated transactions that should be taken out of the book.
Should these and if so, which transactions are these?
Subject: Entergy Koch ConfirmLogic

Attached are the draft ConfirmLogic documents for Entergy Koch for your review.
Prior to this going to a wider circulation within Enron for comment I would appreciate any comments or suggestions on the structure and format.
There are many definitions in these documents that will need careful review to ensure that the end result is consistent with our practice.
Exhibit A needs to be modified so that the Index name is consistent with what will be input into ConfirmLogic.
There are also some missing variables in certain of the indexes that will need clarification.
Please let me know if you have any questions or comments.
Regards,
Subject: Amendments Status

Leslie Sara, and Brent:  Could I get an update on were we are with the top 20 customer amendments.
Last week we got 5 amendments for power physical but we still haven't received any amendments for financial.
Entergy-Koch is very interested in ConfirmLogic and have asked for the amendments.
When can we get the amendments for Entergy-Koch completed?
Thanks,
Subject: Amendment to IRCEA

Sara,  Per your conversation with Phil Levy, attached please find our proposed amendment to the Interest Rate and Currency Exchange Agreement currently in place between The Chase Manhattan Bank and Enron North America Corp.
I have reviewed the definition of "Specified Swap" as defined in Part 1(2) of the Schedule and it does not appear to include foreign exchange transactions.
Therefore, I have modified the definition in the amendment.
Please review the amendment and, if satisfactory, arrange for the execution of two copies.
Both copies should then be returned to my attention at 270 Park Avenue, 40th Floor, New York, New York 10017.
In addition, once executed, I would appreciate your faxing me a copy at 212-270-7368.
Once I receive the originals and have them executed by Chase, I will return to you one fully executed original for your files.
Subject: Fourth Amendment to Master Agreement

Sara:  As per our telephone conversation, Bill Bradford and Anthony Lupiano have reached agreement in regards to the credit Threshold matrix.
The credit rating and thresholds are as follows:  BBB+/Baa1 or above:    $15 million BBB/Baa2:  $10 million BBB-/Baa3:  $5 million Below BBB-/Baa3:  Zero  Attached you will find a revised Fourth Amendment.
Please arrange for it to be executed and return to my attention.
Many thanks and regards,
Subject: Cost Allocations

In connection with the Legal costs allocations for 2002, what percentage of your time do you think you would spend on EGM matters?
The accounting group who is asking for this information realizes that this is a guess on your part.
Thanks, Alan
Subject: Morgan Stanley & Co. Draft

The attached document is being forwarded at the request of Sara Shackleton.
Please let her know by email whether or not you have any objection to execution of the attached document.
Tim Despain is okay with it.
Subject: Clorox

Can you get together today to discuss Clorox and the meeting you had with credit last week?
I have a meeting today at 11:00 but other than that I am wide open, so just let me know what works for you.
Thanks,
Subject: Goldman Sachs, et al

Mary:  Pursuant to Sara's request, I am attaching a list of the brokerage agreements and other documentation we either currently have in place or are negotiating with Goldman, Sachs et al.
Please let us know if you have any questions or need anything else.
Marie x33907
Subject: Entergy Koch

Kim, Here are the draft documents with comments from Mark.
I need your input to make sure that the settlements group would understand the terminology the same way I have defined it.
I have followed strict ISDA definitions which is not how we typically draft our documents.
If we need to I can meet with you to discuss how this is to be structured.
Kathryn, How was it envisioned that ConfirmLogic would handle the difference between the Term of the Underlying Transaction and the exercise period of the swaption?
Leslie, I modified the ERCOT definitions to make them consistent with the latest draft you sent me.
There are two floating price definitions that appear to have additional variables in them.
(The Megawatt Daily Index Daily and the Megawatt Daily Index Forward.)
How were these additional variables to be handled in ConfirmLogic?
Additionally the headings of each of these Floating Price descriptions do not seem to be consistent with the pub code designation that will be used in ConfirmLogic.
Are the descriptions going to be updated to be consistent?
Please let me know if anyone has any questions or comments on the draft documents.
Regards,