postbot/aeslc_kw huggingface dataset:
Subject: Enron Corp. equity issues

At last!
Thursday morning at 10:30 am, Rex Rogers and Jim Armogida will meet  with me in my office.
You are invited.
I suspect that much of our  conversation will be a repeat of the meeting that you had last week.
Sara
Subject: BP Oil International Ltd. ("BP")

Rod and I discussed this party (which always appears on the legal/credit  list!!!!
It seem that BP signed a Master Agreement (our OLD form) with  ECTRIC on 1/8/98 and agreed to sign THE IDENTICAL AGREEMENT with ENA.
Absent  an executed agreement, ENA and BP continue to use a form of "Swap Contract"  which had been agreed to many years ago (similar to our GTC's in the omnibus)  which also provides that the parties will negotiate a master agreement.
Rod  doesn't see much current trading activity so we didn't believe this to be a  high priority.
Having said all of this, the form is limited to swaps, doesn't provide for  setoff, arbitration, certain market disruption events and several other items  which we can review if necessary.
Please let me know how you would like to proceed.
Thanks.
Sara
Subject: Outstanding financial trades with "The Dow Chemical Company"

RE:  Deal Nos.
EY 6926                                   EY 8108     EY 8531     EY 9343     EQ 6930.1, .2  ECT does NOT have a master with The Dow Chemical Company.
Are these trades  booked on an omnibus?
I am not certain that credit approved these trades.
Are they all propane?
We need to discuss.
SS
Subject: New Guinea derivatives questionnaire

Mary:  Attached is a format that I used in 1999 to inquire about certain  issues impacting financial trading with foreign counterparties.
I also have  information about possible New Guinea counsel which I will clear with Derrick  and Haedicke.
Our potential trading counterparty is a mining company called  "OK Tedi".
Sara
Subject: ISDA Agreement between Credit Agricole Indosuez and Enron North  America Corp.

James:  I just thought I'd follow up with you regarding our conversation of  June 7, 2000.
I thought that you were going to produce a new draft based  upon our discussion.
Please let me know if I misunderstood or if in fact the  ball is in my court.
Thanks.
Sara
Subject: Equity Derivatives on ENE stock

All:  It appears that this is the group which can best address the  (derivatives) issues which may arise when Enron Corp. attempts to enter into  equity swaps/options/forwards based upon Enron Corp. stock.
We have all  undertaken to provide the group with the following items:  (1)  "Procedures for Executing/Documenting/Unwinding Enron Corp. Equity  Derivatives"        Clint has already circulated a draft proposal.
Comments are invited.
(2)  The transacting party:  ENA (with an Enron Corp. guaranty) or Enron  Corp.?
Rex has no preference and credit's initial response was to consolidate  trading in ENA.
I will revisit this issue with Bill Bradford.
(3)  Enron Corp. equity trading resolution        Rex and Jim will handle the drafting and logistics.
This will be  necessary if Enron Corp. is the trading party because the counterparty will  want to review      (and equity trading requires authorization) AND also  necessary if ENA is the trading party because equity trading requires  authorization.
(4)  Standard form of Registration Rights Agreement        Rex and Jim will handle the drafting.
This can be used as our "form"  for future transactions.
(5)  Enron Corp. "position paper" addressing equity derivative parameters,  preferable methods of settlement, registration rights, etc.
I have no volunteers.
Maybe Bob Baird needs an assignment.
As you know, there are several outstanding confirms which require immediate  attention before the foregoing items can be finalized.
Please let me know if  we can establish a timetable for completion of this project.
Thanks for your  help.
Sara
Subject: Enron Corp. equity derivatives transactions on Enron Corp. stock

Bill:  I have previously discussed this issue with Rod.
I would like to  revisit once again.
These transactions include swaps/options/forwards on ENE  stock.
There is a renewed effort coming from Treasury to use these tools  more frequently than in the past.
I am in touch with Rex Rogers (Enron Corp.  securities lawyer) as registration rights issues on ENE stock are definitely  involved.
Our counterparties are telling us that they prefer to look to  Enron Corp. since it is Enron Corp.'s stock that is involved.
At a minimun,  even if ENA were the trading counterparty (with an Enron Corp. guaranty  capped at an appropriate level), Enron Corp. would probably have to sign each  confirmation as ISSUER OF THE STOCK (and ENA cannot make those agreements on  behalf of Enron Corp.).
I would like to discuss ASAP as we are in the midst of negotiations with CSFB  International, UBS AG, Morgan Stanley Capital Services, Inc. and Lehman  Brothers Finance S.A.
Subject: Sara Shackleton's Status Reports

Per Sara's request, I'm forwarding to you her Enron Corp. Equity Trading  Status Report.
She is planning to be back in the office on Wed., July 19.
Kaye
Subject: Shackleton order

Dear Dan:  Sorry not to send the check last week as promised.
It seems that  my mom landed in a hospital in England and I had to dash out of town.
Now,  eight days later, I am just catching up.
Tomorrow (July 19) I will send the  check to you by Federal Express for Friday delivery together with my request  for a response from you to the "birthday boy".
I did receive your newsletter  - thanks very much.
Regards.
Sara
Subject: FYI: Financial swaps and options with Dow Hydrocarbons and  Resources Inc.

The confirmation desk recently received a call from Mike Billings who I  believe is your Dow trader.
Mike is trying to trade financially under the  name "The Dow Chemical Company".
ECT SHOULD CONTINUE TO TRADE FINANCIALLY  WITH "DOW HYDROCARBONS AND RESOURCES INC" (the party that ECT has a Master  Agreement with).
ECT will NOT agree to change the counterparty on any future  trades.
When you speak with Mike Billings, you may alert him to this.
Thanks.
Sara
Subject: Top Tens

Looking ahead to our meeting on Tuesday, there are three Canadian Top Tens  without any credit activity.
Can we delete these?
Legal cannot move forward  without credit's response.
Thanks.
Sara
Subject: ENE positions

All:  I am comparing this list to mine but Jill's certainly looks more  comprehensive!
Jill said she may not have signed confirms, etc.
but we  should get copies of all live equity deals.
I don't have paralegal  capability for this work at the moment.
Sara  Julia:  Could you please call me when you receive this message?
Subject: REMINDER - ESA Legal Management Meeting

Brent, FYI:  I am taking my name off of this list.
I am not up to date on  any activity in South America.
However, to the extent that you are unable to  travel, I am glad to back you up.
Do we need to talk about South America as  I sign off?
Sara
Subject: Telephone call on Tuesday, July 24, 2000

David:  I am inquiring to see if you would be available for a short  conference call tomorrow with a few credit related items.
I cannot recall  the exact time difference between Houston and Geneva, but I can contact you  at 9 am Houston time (or later as you wish).
I have your phone number as  4122 3221111.
Please advise.
Regards.
Sara
Subject: Burbank seminar

You should receive the FEDEX package today.
I also had a short page of  bullet points for insertion (which I'll e-mail) but I was waiting to hear  back from Chris Foster.
Thanks.
Sara
Subject: Transfer of Merrill Lynch International Bank FX Business

Are you aware of this?
I don't know the relationship between these two banks  and whether our 7/1/95 ISDA will be transferred to the UK bank.
Let me know  if you have any information.
Thanks.
Sara
Subject: Brokerage and Futures Agreements entered on Lotus Notes

Samantha:  You're doing a great job with Lotus Notes!!
I'm impressed.
Just  a few thoughts about some agreements which have fallen through the cracks (on  record keeping):  (1)  ABN AMRO in Australia (futures) -  Jason is working on this (2)  Bank One (give-up agreement)  -  Mary is now working on this
Subject: Legal/Credit meeting of 7/25/00

Carol and Rod:  I need to follow up on both Deutsche Bank AG and Dresdner  Bank.
Rod:  Could you please call me tomorrow?
Carol:  I'll take a look at  the files and send you an email.
Thanks.
Sara
Subject: Annex to the 2000 ISDA Definitions

(1)  I just received my copy of the Annex to the 2000 ISDA Definitions.
Have  we previously distributed the "2000 ISDA Definitions" (consolidation of the  1991, 1998 Supp.
and certain other 1998 Euro Definitions)?
(2)  I have the blue file for Swiss Bank/ENE.
We need to change the label in  conformity with our procedures for mergers.
Taffy, can you handle, please?
Subject: Credit Agricole

Would you please generate a fresh ENE guaranty and email to the lawyer (see  Lotus Notes - Emma Nakakuki is the new attorney).
Also, please verify with  credit (Rod Nelson in London) that the guaranty cap has not changed.
I have  the file in my office.
Thanks.
SS
Subject: Pacificorp Power Marketing ("PPM")

I received a call again from Gary Ordway.
Who will be preparing credit?
Gary asked that his credit person be copied and his name is John Fryer.
Thanks.
Sara
Subject: Federal Express from ENA on Monday, July 31

Bob:  I am having a stack of materials relating to Enron Corp. equity trading  sent to your attention via Federal Express on Monday.
DO NOT READ ANYTHING  YOU RECEIVE.
Rex, Jim and I have been discussing the variety of Enron Corp. equity  derivatives on ENE stock, the latest accounting issuances, ENE Board  resolutions, confirmation templates and the like.
Rex should be contacting  you shortly to schedule a conference call.
The package of materials MIGHT be useful when we discuss the foregoing issues  (or, it might be totally useless!).
Hope you have a great weekend.
Regards.
Sara
Subject: Tokheim debt settlement

Ben Bedell, the lawyer for BT, has called to about the calculations I  forwarded to you on Wednesday.
Are we agreed?
Please let me know asap.
I know that the parties wanted to close today.
Sara
Subject: Access to EI Regulatory Affairs Database

I am advised by the EI help desk in Houston that I must obtain EI security  clearance before I can be granted access to this database.
Are you able to  assist me by sending a message to EI security?
Thanks.
Sara
Subject: TR Bond Swap Confirmation

Rod:  FYI, Paul's doing bond swap with UBS.
Does credit have any issues?
I  am verifying the Enron party (since I am not familiar with the ECT Investment  Trust).
Please advise.
Sara
Subject: WPS Energy Services ("WPS")

Mark:  Russell Diamond in credit said that you took a call from the WPS  lawyer about 10 days ago.
You entered the call into Lotus Notes.
(1)  What was the conversation about?
(2)  Did you assign this file to anyone?
Thanks.
Sara
Subject: Cash collateral in Canada

Carol:  Hope all is well.
We are missing you every day.
(1)  On a "swap" related note, we have a Canadian party requesting the  ability to post cash collateral to ENA.
Can you recall where we left off on  the issue?
I seem to  remember conflicting advice (Peter's insistence upon  the Stikeman memo and ENA simply not agreeing to accept cash) and uncertainty  as to how ENA could perfect its interest and what law governs (in cash held  in a U.S. account).
(2)  On a "credit" related note, I was forwarded the 7/24/00 Margin Exception
Subject: Trade Option Exemption

Ken:  In connection with our new product (and  absence of any physical  activity in that product), I have the following question:  If neither ENA nor its counterparty is able to qualify as an offeree for  purposes of the Trade Option Exemption (17 CFR Sec.
32.13, as amended) but  each is an eligible swap participant (or better yet, each party has $10  million in net worth as per Sec.
32.13) can the option still be exempt from  CFTC regulation under the Swap Policy Statement or any CFTC interpretive  letters?
I have concerns about not relying fully on the Trade Option Exemption but I  also understood that the CFTC has informally said that the Swap Policy  Statement provides a safe harbor for both swaps and options.
I am available to speak at your convenience.
Thanks.
Sara [713/853-5620]
Subject: Repair estimates

I will need to be at my home today and tomorrow at 4 pm for repair  estimates.
I will coordinate my schedule with Kaye.
Sara
Subject: Give up Agreement and Futures Agreement with Bank One

Mary:  I hear through the grapevine that we may be trading through Bank One.
In any event, we need to add all of the executed agreements to the Lotus  Notes database.
Samantha should be able to handle this for you since she  maintains and updates the brokerage reports and keeps the files near her  desk.
Thanks.
Sara
Subject: Procter & Gamble Master ISDA

Susan:  I need to see if we ever incorporated any P&G comments into any prior  draft.
Then we should redraft a new master (but let's speak with Ed first).
Thanks.
Sara
Subject: DTD Brent

Edmund:  Attached is a slightly different version of DTD Brent which I have= =20 drafted.
I would like to discuss.
Please let me know when you can talk.
= =20 Sara
Subject: Derivative Transactions in South Africa

The London office is forwarding recent legal advice from our lawyers in South  Africa regarding FX clearances.
It seems that prior to transacting with a  South African party, we need copies of the party's "certification" from the  National Bank allowing the party to make payments out of the country (thereby  converting local currency to USD).
Such approvals are severely restricted.
I will forward the memos to Susan Bailey for inclusion in our "database" of  global advice.
Sara
Subject: Siimmons & Company International

Sheila:  I just received the package from Simmons.
Will you please send your  request to the usual suspects?
Thanks.
Sam:  Will you please track this agreement on Lotus Notes?
Thanks.
Subject: Harvard ISDA

ENA is waiting for a blackline from Harvard's outside lawyer which should  incorporate all previous discussions.
Until that time, we cannot be certain  that Harvard has incorporated all of our comments and concessions.
Sara  Per:  Do you want to have a conference call with all of us?
Subject: Cash collateral and Canadian law

Brent:  In connection with the "research memoranda" which I gave to you, the  specific issue about whether ENA can hold cash collateral posted by a  Canadian party has arisen in connection with a company named J.D.
Irving,  Limited.
ENA legal has spoken with Peter Keohane, two Canadian law firms and  one US law firm, and previously concluded that it was easier to simply not  accept cash.
Please see what you can do!
Thanks.
Sara
Subject: Confirm

David:  Attached is the confirm Sara mentioned to you.
Below is a note for  you from her:      1.
Price Return Swap   2.
Single payment of interest upon Final Termination   May need to convert to a TRS.
Will call.
Kaye
Subject: EnronCredit.com Limited electronic trading agreements

Justin/Paul:  The Houston contingent of EnronCredit.com Limited has a number  of agreements which they would like to have executed.
All ENA/Enron Corp.  affiliate brokerage/futures agreements are signed by the Enron trading party  TOGETHER WITH Ted Murphy (for control purposes).
I am currently reviewing   about 4-6 of these agreements.
How should we handle review of the referenced agreements originating from  Houston?
Shall I continue to review?
Do you have trading resoutions/authorized trader lists in place for  EnronCredit.com Limited?
I look forward to hearing from you.
Sara
Subject: Reliant Energy Services, Inc.

Mary:  After our last credit meeting, Russell's idea of "following up" on  this counterparty was to assign it to Ed Sacks!
Can you please work with  Ed?
This is one of Carol's files.
Once negotiated, it will serve as the  basis for Reliant Energy Services Canada Ltd.
Thanks.
Sara
Subject: Citibank N.A./ENA Master Agreement and CSA

Molly:  I left you a voice mail this morning about Citibank.
The file  reflects that you received correspondence from Citibank on 2/22/00 and Carol  St. Clair had propsed revisions to the existing 1/9/96 ISDA Master Agreement  (including changes to the CSA).
Have you agreed to those changes?
The  Australia office is inquiring about the status of this Master Agreement.
Thanks.
Sara
Subject: MG acquisition and U.S. regulatory issues

All:  I am trying to determine what issues are currently being addressed with  respect to MG London, Inc. from a U.S. regulatory perspective and WHO is  addressing them.
My concern arises from questions I am being asked by Gary  Hickerson's group regarding FX trading AND (agricultural) trading where the  existence of an Enron FCM or CTA could become significant.
I will try to  have a short call arranged so that we can all understand the planned course  of action, etc.
I realize that other individuals may be involved and we can  include them as necessary.
Thanks.
Sara
Subject: equity confirm

David:  I'm  just reviewing your fax and although your recap of the floating  rate calculation was correct on the phone, there is no language in the  confirm.
Were you going to respond to this as well?
(interest rate to apply  to reduced notional, etc.)
Subject: BuySideDirect

All:  (1)  Please provide the name of the Enron party to this agreement.
If  it is the London credit group, we need to verify authority to execute.
I  never heard back from Paul Simons.
(2)  What is the priority?
I think we are waiting to hear back from Mike  because we have had a conversation with the BuySideDirect people and can give  an additional explanation.
Sara
Subject: Raptor:  Talon/Harrier/EBS Investments, L.L.C.

All:  Attached are the following docs:  (1)  Talon I LLC/Harrier I LLC equity swap confirm  (2)  Harrier I LLC/EBS Investments, L.L.C.
equity swap confirm  (3)  revised ISDA Master Agreement Schedule for Harrier I LLC and EBS  Investments, L.L.C.
Please review and provide me with your comments.
I do not have all necessary  address and account information.
The swaps are subject to the  ISDA 1996 Equity Derivatives Definitions.
Section 7.4 (of those Definitions) contains the payment obligations and  provides that the Equity Amount Payer pays a positive Equity Amount and "the  other party" pays the absolute value of a negative Equity Amount.
Also, I  believe that Accounting Issue 00-19 is inapplicable to this Total Return Swap  or else we may have issues with the "Extraordinary Events" elections.
Sara
Subject: workload

Mark:  I scheduled a meeting with you at 4:30 pm today to discuss the MG  acquisition, in particular, MG London, Inc. (a U.S REGULATED NYMEX clearing  member, FCM, CTA).
NO ONE is looking into this from a US regulatory/legal  perspective and I think it should be the swap group.
Enron's "regulated"  product areas are metals (since MG clears its own trades on the NYMEX/COMEX  and has FCM/CTA status) and potentially agriculture if we (some Enron entity)  choose to become a regulated "ATOM" (ag trade option merchant).
From a legal  perspective, I think we should have a "whitepaper" drafted by Sullivan &  Cromwell, and, it should include an analysis of the MG London, Inc. existing  situation.
This would tie into the ag regulation.
Also, have you thought  about ENA and MG as NYMEX members and whether we keep both designations,  whether we move all/part of ENA's existing clearing business to MG (and  perhaps eliminate the need for margin/brokering arrangements such as Paribas,  etc.)
and any other related issues?
For efficiency purposes, Donna Lowry has  asked to join us.
Donna and I had a conference call this morning with  Justin, Paul, Jon Barrett, Sheila Glover and Trena McFarland to figure out  who's on first (with MG).
Also, I am attaching an update of my workload.
I have reached the breaking  point and I need more help (even with Jason's help on brokerage agreements  the new electronic trading platform agreements are reaching multiple  proportions with a new request for agreements for ENA, ECT Investments and  EnronCredit.com London).
Gareth and Craig Clark want to meet today about the  prepay (Delta/Citibank) and I REALLY need help on the Global Finance side.
See you later.
Sara
Subject: Lotus Notes - Brokerage Agreements

Sam:  Please get on my calendar for Friday.
We need to update agreements,  status, etc.
Also, we need to add a "Futures Agreement" designation to Lotus  Notes.
Please bring your latest printouts for existing agreements and  provide a copy for me.
Let's take about an hour.
Thanks.
Sara  ps  Also, if you have any questions about masters, etc., bring them along!
Subject: Lotus Notes - Brokerage Agreements

Kaye:  Please schedule Sam for an hour on Friday.
Also, when avoidable, I'd  prefer not to meet at 1 pm because people are always late.
Thanks.
sara
Subject: Raptor swap

All:  I have once again revised the confirm for the EBS Raptor deal.
There  will be only one swap transaction:  Harrier I LLC/Talon I LLC.
Please note the following changes:  (1)  the Initial Equity Notional Amount has been corrected (2)  I have expanded the definition of Cash Dividends (3)  I have ADDED a provison for "Payment Obligations" to avoid confusion for  those of you unfamiliar with the 1996 Equity Definitions.
Since I have  removed the interest payment feature, the only payments changing hands will  be upside/dividends and downside.
The "Equity Amount Payer" pays the upside  (difference between Initial Price (on the relevant Valuation Date) and Final  Price) and dividends; the other party pays the downside.
(4)  I have retained the concept of multiple optional termination dates.
(5) Kevin:  I NEED the Harrier account/notice information.
This confirm should serve as a template for additional Raptor equity share  swaps so please review and comment.
Thanks.
Sara
Subject: brokerage agreements

Darren:  Laurel mentioned that you were interested in existing/pending  brokerage/futures agreements.
Attached are our most recent matrices by Enron  company.
ALL of these agreements are negotiated by legal and must be  executed by the business unit (VP or higher) and Ted Murphy.
Sheila Glover  always sends a request and explanation for new account to legal, compliance  and Ted Murphy.
Legal keeps a comprehensive listing by Enron company in an  effort to avoid confusion.
Legal updates authorized trader lists and trading  resolutions.
Let me know if you have any questions.
Sara
Subject: Raptor Questions

Further to Mary's memo of 8/18/00, I would like to add the following comments:  (1)  I initially drafted the share swap confirm as a PRICE RETURN swap.
Scott then requested a TOTAL RETURN swap (ie, dividends included).
I met  with accounting this morning and (Ryan believes that) the swap is price  return only:  the asset holder is only swapping price exposure and the  business unit should recognize the immediate dividend benefit to its asset.
PLEASE VERIFY WHETHER THE SHARE SWAPS ARE PRICE RETURN OR TOTAL RETURN  (2)  With respect to the right of "multiple optional partial swap  terminations", please verify that:  (a)  the business unit has the right to request that Harrier partially  terminate the swap prior to the scheduled termination, any number of times,  without restriction as to frequency, minimum or maximum number of shares, or  any other limitation, irrespective of whether the asset owner actually sells  the underlying shares.
How is this right of termination (and the multiple  requests) to be documented?
(b)  the "Initial Price" of the shares on the Effective Date of the swap  WILL ALWAYS BE USED to calculate the gain or loss (vs. using the share price  on the date of each partial termination)
Subject: You move next Thursday

Sara:  I  heard rumors today about the move next week so I called Joya.
We  need to pack up your office by 5 pm next Thurs.
(8/24).
I'll order the boxes.
Kaye
Subject: Bank of Montreal ("BOM")

Re:  Bank of Montreal and ENA, have we terminated the CES agreement (and has  credit agreed)?
I don't know how Susan F. "inactivated" the CES ISDA with  BOM,  We are in the process of negotiating with BOM in connection with our  Japanese affiliate.
Sara