postbot/aeslc_kw huggingface dataset:
Subject: Additions to Special Handling List

Joe, Jeff an Bob: Here is a summary of those counterparties that have had specific objections  to our new form of Annex A:  1.
Sithe Energy - wants New York law to apply  2.
Voest-Alpine Intertrading USA, Inc. - won't agree to the setoff  language.
Credit should be consulted prior to any further trades to see if  they are okay with this given our relationships with this entity.
3.
Madison Gas & Electric - will not agree to the "or otherwise" language in  the setoff language.
Again, this is a credit issue.
4.
Cargill - wouldn't review the new language because we are close to getting  a master in place with them.
Sara expects this to happen in the next few  days.
5.
Idacorp Energy Solutions, L.P. -  same as Cargill.
I am working on this  one and their attorney owes me a response.
This one may take a few weeks.
6.
Formosa Plastics - this is the counterparty that sent the threatening  letter.
It didn't appear from our records that we have traded financial  derivatives with them recently.
7.
General Electric Company - won't accept the chnages and have failed to  tell me specifically what they object to.
I will continue to follow up with  their attorney.
8.
Basin Exploration, Inc. - same as General Electric.
9.
TransMontaigne Product services Inc. - sent letter out on March 30 saying  they would respond in 30 days and I have never heard back from them.
I will  follow up with their attorney.
10.
Reliant - they didn't accept the new language that we added as clause (z)  to Section 3(e) and wanted to deal with this differently in the confirmation  as a trigger that would give us the right to call for collateral.
Credit  should be alerted.
11.
Devon Energy - they had in the past requested more time to review Annex A  and when I followed up with them last week, they still didn't have a response.
12.
Smurfit - Stone Container - same as Devon energy.
13.
Public Service Gas & Electric Company - we are close to finalizing an  ISDA with them.
If we do any trades with them before one is signed they have  requested chnages in few areas to match what we have agreed to in the iSDA  negotiations.
I can prepare a mark-up.
Subject: Docs

Suzanne: Could you please go into the following Shari Stack files and print out all of  the docs that are in these files?
WSPP Agt.
Municipality Info  Thanks.
Subject: Tennis

Cass: I can play at 9 on Sat.
as Arthur doesn't play until Noon.
Also, I'm  considering getting my hair highlighted.
What does Tina charge for  color/highlighting ballpark?
Subject: Organic Confidentiality Agreement

David and Louise: One of the things that Organic has asked us to keep confidential is "the  existence of any business discussions, negotiations or agreements between the  parties as well as any information regarding the skills and compensation of  employees, contractors or other agents of the disclosing party."
This is a  departure from our form.
Are we prepared to agree to this?
Also, to the  extent that parties are insisting on using their form of CA, what do you want  the approval process to be?
Carol
Subject: Misc

John: Thanks for your voice mail message.
I will wait to hear back from either you  or John M. before I respond to Reliant on our issues list.
I do agree with  you on all of the points that they need to address.
On the Event of Default  issue, do you think that Janet Greene's proposed language to the "null and  void" sentence as well as the drawing certificate works?
I was concerned  that the language "Event of Default under the Confirm" may lead to some  confusion as to what Events of default are covered.
What do you think?
Subject: Legal assistant Candidates

Sara: I have asked the HR folks to coordinate with Taffy in setting up 2 interviews  for you and I with 2 potential candidates - Samantha Boyd and Dixie Gibson  Meynier.
Samantha's resume look pretty good.
I will send you copies.
Carol
Subject: Status

Jack: Jim Crump met with Mike Sullivan and Julie Beck yesterday and it appears as  if based on the e-mails that we have exchanged that the next step is to have  a conference call to finalize the ISDA and the remaining open issues.
What I  plan to do by tomorrow is circulate a redraft of the Schedules.
Julie and  Mike agreed that David Turpin should partic ipate in the call so that all  open issues can be resolved.
Could you please contact my assistant, Suzanne  Adams, at 713-853-7340 and give her some days and times next week that you  and David are available.
I would think that we would only need an hour.
I  plan to have Ken Curry, my credit person, with me for the call.
Thanks.
Subject: Repos

Sara: I have never had one executed.
Here are the forms of Annexes that I have  used, 1 with the PSA Form (Chase 1/29/98) and the other with the ISMA form.
Also I'm sending you some questions that I have asked Kinneman et al in the  past.
Carol
Subject: Misc

Sarah: I just wanted to thank you for the time and effort that you have spent on my  behalf in trying to resolve this ratings situation.
I know that Bill S. is  still trying to plead my case today with Cindy Benson, but I am afraid that  the damage was done when Memorial's team captain voiced her objection.
Why  do you think that she did what she did and won't this happen again when we  play them?
I look forward to hearing from you.
Subject: Status

Ed: I spoke with our credit people today.
We would like to arrange a call to  discuss our concerns about Section 5 of the Guaranty with me, our credit  people, your counsel and your credit person or someone that can make a  decision if we propose a change to the Guaranty.
Can you let me know who  these people are (and their phone numbers) so that we can arrange a call?
We  understand fully your need for the Section 5 language, but we would like to  explore with your people whether your concerns can be addressed in a  different manner.
Thanks.
Subject: UtiliCorp

Brant: There is one issue that is left to resolve.
In the CSA, we define  independent amount as any amount specified for a party in any Confirmation or  if no amount is specified, 0.
They wnat to either delete this entirely or  add language requiring some type of notice to the credit dept.
of the party  that has to put up the independent amount before it becomes effective.
What  do you want to do?
Carol
Subject: Torch

Susan: Could you please ask Joe Hunter to fax some recent confirms that we have done  with Torch.
I want to see if they contain Market Disruption language.
Thanks.
Subject: Status

Russell: Our credit person is okay with deleting the Independent Amount definition.
Susan will make all the changes and coordinate with you in getting this  signed up hopefully sometime this week.
Thanks for your help on this.
Carol
Subject: Annex A

Derek: We are ready to roll out to our counterparties the new Annex A.  I have not  received any calls from Canadian counterparties.
Do you have any remianing  issues or concerns about this?
Carol
Subject: New Draft

Jack: Enclosed is a new draft of the Schedules marked against the previous draft.
I believe that this draft responds to most of the issues raised in your  e-mails.
Just a few additional thoughts:  1.
Since we will be redoing all of the existing confirms to refer to this  Master, I did not change the language that states that conflicts between the  Confirms and the Agreement are resolved in favor of the Confirm.
I think  that the language as written works.
2.
On the setoff language, when we are the Non-Defaulting Party, we can only  pull in other agreements between our affiliates and inland so I don't see how  this language would impact any agreements between ENA and guaranty Bank  unless Inland is the Non-Defaulting party.
3.
With respect to Disruption Fallbacks, our view is that if the Confirm  specifies a Fallback reference Price that after Postponement, you would use  that price if available.
I think that the language works as drafted.
4.
On cash collateral, the Qualified institution concept only applies when  the non-posting party is a Defaulting party or has a Credit rating below the  threshold.
Otherwise the non-posting party can hold the collateral and do  whatever it wants to with it.
Your are correct that in practice this cash  gets commingled with corporate funds and swept into the party's bank account  but there is no requirement taht it work that way.
We look forward to having a call with your group next week.
Please e-mail me  with some days and times so that I can alert our people.
thanks.
Subject: Engage

Paul: Just a few questions for you on the revised EEI master that we received from  Engage today:  1.
I just want to confirm that the collateral thresholds should be 9 million.
2.
They want to have Section 8.1(b) and 8.2(b) apply which requires a party  to post collateral if the other party believes that its creditworthiness is  unsatisfactory.
2.
In our Schedule, we delete the 3 day cure period for an event of default  that occurs as a result of a Guarantor's non-payment.
They want the cure  period.
do you care?
3.
In Section 5.7, each party can suspend performance if a Potential Event of  Default or an Event of Default occurs.
They want to delete Potential Event of  Default.
4.
They want to extend the right to dispute invoices and to request  adjustments to statements or payments from 12 months to 18 months.
5.
They want to change the consent to assignments standard from being able to  withhold consent in one's sole discretion to being able to withhold consent  only when it is reasonable to do so.
I look forward to hearing from you.
Subject: ISDA Matters

Keith: I am okay with the arbitration and non-exclusive jurisdiction language as  currently written as I understand that these concepts were previously agreed  to between you and Mary.
Here is my understanding of the remaining open  issues:  1.
Whther termination is automatic or elective on bankruptcy.
You are  considering our request to make it elective.
2.
Loss vs. Market Quotation.
We are considering whther we can accept your  proposed language.
3.
Time period for posting collateral.
You are considering how long you need.
4.
Cash collateral.
I am checking with our office in Canada about this.
5.
MAC clause - you are considering whther this should be an Additional  Termination Event with the ability to cure by posting collateral or an event  that reduces the collateral threshold to zero.
6.
Default rate definition -  Ed is considering what we can accept in lieu of  the ISDA definition.
7.
No Fault Termination - we are considering whether we can accept this.
8. Credit thresholds and Rounding amounts - you and Ed to discuss.
9.
Acceptable LC Issuers - Ed to consider whther limiting it to US and  Schedule 1Canadian banks with a certain credit rating is sufficient with  language that the parties can agree to add foreign banks.
Let me know if I misstated and of the above issues.
Thanks.
Subject: ISDA and CSA Schedules

Mr. Brown: At Laird's request, I am forwarding to you a draft if the ISDA and CSA  Schedules.
We need more information from you concerning our counterparty  such as exact legal name, type of entity, state/country of incorporation  etc.
as apparently we could not tell from the financials what type of entity  it is.
This may require some changes to the enclosed drafts, but nothing  major.
We look forward to hearing from you after you have had a chance to  review the enclosed drafts.
Subject: ISDA Negotiations

Mike: I work with Sara Shackleton and she has asked me to try and complete the  negotiation of the ISDA Master that we are trying to put in place with your  company.
Could you please call me at 713-853-3989 so we can discuss where  things stand?
Thanks.
Carol
Subject: Knauf

Christian: I sent out the Schedules to Jeff Brown by e-mail and faxed him and Laird the  preprinted ISDA and CSA.
Ed Sacks seems to think that they are a German  company.
I have asked then for more information.
Laird is hot to get this  "signed up" on Monday.
I am out on Monday but if necessary, Sara or Mary  Cook can help you.
Marie Heard is the legal assistant.
I will be checking  my voice mail messages but will be out of pocket from Noon-5 on Monday.
Subject: Letter

Kal: As we discussed, enclosed is a draft of the letter.
Please review and make  sure that I have accurately described what will take place and if you find  acceptable, please forward on.
If any changes need to be made please call me  at 33989. carol
Subject: Forms

Tanya: Some of the people in your group may not be aware of the latest forms that we  use for the Enron Guaranty, the Counterparty Guaranty and the letter of  credit form that we use for the ISDA, Omnibus, Industrial Master and Deemed  ISDA forms.
enclosed are those forms.
We will discuss them with the group  tomorrow, but could you circulate them to the group?
Alos, in light of all  of the counterparty visits taht are occurring, should we send to the group a  form of confidentiality agreement taht they can send to the counterparty?
The practice lately has been for us to see the counterparty form and our  preference would be to use our form.
Let me know what you think.
Carol
Subject: Update

Jaime: I spoke with our counsel in Mexico today and they are beginning the process  of analyzing the online issues for us.
I hope to be able to have a call with  me, you and them sometime next week where we can answer whatever questions  they have and maybe get a preliminary indication from them as to what our  online issues may be.
Who from the online side should I involve?
Alos, are  there any days next week in which you would not be available?
Could you alos  e-mail me with your direct phone number and fax number?
Our counsel's name  is Jose Raz-Guzman.
Subject: Hello

Tana: Jose is helping us out with some research of online issues in Mexico.
Could  you please e-mail to him the Password Application, the ETA and the financial  and physical GTC's?
Thanks.
Carol
Subject: EOL Notices

Gary: Mark Taylor and I are getting a bunch of these EOL notices but can't seem to  get into them to see what they are when we click on them.
Can you help us  out?
Amita suggested that I contact you.
Carol ext.
33989
Subject: Update

Ann: Are you still working on sending us a new draft of the ETA amendment?
Our  folks have been asking about it.
I will be leaving to go on maternity leave  in about 3-4 weeks and if there is anyway that we can reach closure on this  before then, taht would be great.
Subject: Update

Jaime: Just wanted to update you on the call that I had this morning with Jose and  Pablo.
As a general matter, I think that we are going to be okay with  offering physical and financial derivative products to Mexican counterparties  online.
They are in the process of reviewing the online documents and will  get back to me sometime next week with any thoughts or recommendations.
One  area that we will need to be careful in is in how we market Enron Online for  there are restrictions in connection with the offering of "securities".
While it is fairly clear that commodity based derivatives are not securities   there may be other products where it is not so clear cut.
I think that it  would be very helpful if you would send to Jose and Pablo the Online  materials (i.e, brochures etc.)
that we would plan to send to prospective  counterparties so that we can make sure that our marketing efforts don't  violate any restrictions taht we would be subject to.
Here is their address:
Subject: Update

Pablo and Jose: Thanks for the update.
Based on the marketing information that you received  from us yesterday, are there any restrictions on our folks in Mexico going  forward with their marketing efforts?
If so, please advise.
Prior to  receiving you written advice, would it be possible to schedule a call maybe  on Wednesday of next week with myself and Jaime so that we can at least  outline any potential online issues, both in connection with our marketing  efforts and in connection with the online documents that you are reviewing?
I  am available anytime after 2:30 (Houston time) on Wednesday and I am wide  open on Thursday.
Subject: Update

Don: Can you give me an idea of where things stand on the Transfer Agreement?
I  think that we were just waiting for you to get signed up correctly on Enron  Online.
I will be going on maternity leave shortly and just wanted to figure  out how much I could get done before I leave.
Subject: Utilicorp

Susan: I spoke with Brant today and confirmed that the entity that he wanted to add  to the Enron Guaranty in the second whereas clause does need to be added.
Please check with Russell Martinson to confirm the entities name.
Thanks.
Carol
Subject: RMS

Fred: I'm going to instruct RMS to send the $40,000 to NationsBank of Texas, N.A.,  Account No.
3750494727, ABA Routing No.
111000012.
This is what is in our  Master with them.
Carol
Subject: Project Raptor

Trina: Could you please make sure that Susan Bailey, a legal assistant in our group,  gets copies of all of the Raptor docs so that we can keep a file in our  group.
Ideally, we should get originals of all of the swap docs but I don't  know if that's possible.
I just want to make sure that I don't have to go  through Scott to get anthing if you know what I mean.
Susan's extension is  34737.
Could you also e-mail the latest closing list so that she can keep  track of what was signed?
Thanks.
Carol  P.S.
Spoke with Kristina last night and she said that she had a great time  in Arizona.
Hopefully I can make the next trip.
Also, when you are in the  neighborhood, stop by my office.
I have a great picture of our son that I  would like to share with you from the last ultrasound!
Subject: Alberta Energy Guaranty

Stacy: John had asked me to review a form of Guaranty from Alberta Energy Company  Ltd.  As it turns out, the Guarantor will be the counterparty on all  financial trades so this Guaranty will only support physical deals done by  Alberta's affiliates.
I had commented on it and they had responded.
Could  you please take a look at their response and coordinate with John on this?
Thanks.
Subject: Misc Stuff

Suzanne: If Bill gets his act together I will hand you an invitation to our party  tomorrow, but here are the details:  Saturday, April 22, 5-7.
If you have  some time, please stop by this afternoon and hopefully I can narrow down what  I want to order.
Alos, have you had any kluck in getting some Enron stuff  for my JA class?
Carol
Subject: KN Marketing and Onoek

Brant Per our discussions, here is what the Oneok folks want to do.
1.
We currently have 2 Masters - one with KN Marketing LP (now known as Oneok  Energy Marketing & Trading Company, LP) and one with Oneok Gas Marketing  Company.
Pursuant to the Guaranty that you just received, both Masters are  currently guaranteed by Oneok Inc.
In addition, both Masters are currently  guaranteed by Enron Corp. under a $15,000,000 Guaranty for Onoek Gas and a  $10, 000,000 Guaranty for KN.
2.
The Oneok folks want Oneok Gas Marketing to assign all trades and its  Master to KN Marketing LP and to terminate the KN Marketing LP Master.
When  all is said and done, there will be one Master with KN Marketing LP and all  trading activity will be with this entity.
As I mentioned to you, the Master  that will remain in place has no Credit Support Annex.
How much should the  Enron Guaranty be for?
Call me if you have any questions.
Susan, Could you please prepare an assignment and Termination Agreement for this.
Brant will let us know if any amendments need to be made to the Oneok Master.
Carol
Subject: UtiliCorp

Elizabeth and Leslie: I received a call from UtiliCorp's counsel yesterday and he was asking  questions about how we would structure an option with respect to power.
He  was describing an financial  option that could be settled physically and was  wondering who the counterparty on our side would be.
Would or can we do such  an option and if so, would ENA or EPMI be the counterparty?
Carol
Subject: Cancellation of Weather Deal

Paul Henry on the weather desk informed me that they have agreed with one of  our counterparties to terminate a deal.
I've asked for a copy of the  confirm.
Could one of you please e-mail to me this morning a form of dela  termination letter that we can send to the counterparty?
Thanks.
Carol
Subject: Legal assistant Position

Peggy: I work in the ENA legal group  - financial trading section.
One of our legal  assistants recently left our group and I was wondering if you might be  interested in interviewing for this position.
I received a copy of your  resume from Joyce Dorsey.
If you are interesred, could you please call me at  33989?
Thanks.
carol
Subject: Dresdner Bank

Susan: Plaese set up a call next week with their legal and credut people to discuss  their comments.
Please include Rod Nelson and Jason Peters on our side.
Taffy has access to my schedule.
Thanks.
Subject: KCS

Stacy: I left on your chair the commnets to the amendment agreements.
Could you  please confirm with Lisa that it makes sense to have the additional  bankruptcy termination enevts as "automatic" triggers in your document when  in the fianncial master it is drafted as an election.
Please e-mail the  revised agreement to KCS' counsel - Zachary May and copy Harry Stout.
Zachary's e-mail is zachary.may@weil.com and Harry Stout's is  hls@KCSEnergy.com.
Thanks and call me if you have any questions.
Carol
Subject: Dresdner Bank

Rhett: We are in the process of negotiating an ISDA with this counterparty which is  a German Bank and is not a Multibranch Party.
We just received their  comments to our ISDA Schedule and they raised the following tax issues:  1.
They have deleted the Section 3(f) rep in our Schedule and inserted  "none".
2.
In our tax forms section, they have deleted our language and added  language that only requires them to give to us a Form 4224 in connection with  payments received by them under the ISDA that are attributable to the conduct  of a business in the US.
3.
They have modified the definition of "Indemnifiable Tax" to include taxes  imposed as a result of a Change in Tax Law by an authority in the  jurisdiction of the payee, unless the payor is located in such jurisdiction .
I will send you their mark-up but I need your advice on how to handle these  comments.
Thanks.
Carol
Subject: Williams

Sara: I met with David Dupre to discuss issues relating to unsigned confirms and  apparently Williams is one of our biggest offenders.
Do you know why they  are not signing?
Also, are we planning on talking about this next Friday?
Carol
Subject: Unsigned Confirmations

Russell: Our confirms desk has informed me that Aquila Risk Management has not been  executing confirmations that are sent to them and apparently the reason for  this was that they ere waiting for the Utilicorp Master to be put in place.
Now that we have completed the Master, is there some way that we can get  these confirms executed?
I will send you a list of deals shortly, but I'm  assuming that given the language that we have in the Master that there should  be no problem in signing the existing confirms that reference the existing  Aquila Master.
I look forward to hearing from you.
Carol
Subject: Swap Assignment Agreement - April 20 Draft

Jeff: Were the following points considered or discussed prior to them turning the  last draft?
The cross default langugae still does not work.
Why was the  threshold lowered to $50,000,000?
Alicia: What are your thoughts on this?
Carol