postbot/aeslc_kw huggingface dataset:
Subject: Confirms Issues

Sara: Thanks for your voice mail message.
David Dupre and I have not done all that  much to date.
He is in the process of compiling information for all  counterparties (online and offline) who are not signing confirms.
I have  asked him to group these counterparties according to total outstanding  exposure so that we can priortize our efforts.
I think that the main issues  to cover on Friday involve:  1.
The effect of not getting signed confirms when we have our standard  langugae in the confirm or in the ISDA and whether it makes adifference as to  whether NY or Texas law applies.
2.
Possible alternative approaches that we can suggest to counterparties.
For example, in some cases, a counterparty is sending us a letter attaching a  list of the deals that they have done with us and stating that they agree  with the terms of such deals.
I'll have David D. send up a sample.
3.
Whether our concerns are greater or lesser when we do trades online.
I'm available anytime to talk about the above.
Carol
Subject: Camp Registration

To whom it may concern: This morning I filled at an online registration form for Camp Enron for my  son Arthur for the June 26-30 and July 10-14 sessions.
I wish to confirm  your receipt of my application.
I also wanted to know who I should send the  release form to.
My phone number is 713-853-3989 and my e-mail address is  Carol.St.Clair@enron.com.
Thank you.
Subject: Deutsche Bank and Bankers Trust

Joe: I need your help regarding the above counterparties  As you probably know, at  the holding company level, BT and Deutsche merged so that now bankers Trust  is a subsidiary of Deutsche Bank AG.
ENA has a Master with BT and we are  negotiating one with Deutsche.
Their attorney informed me today that it was  his understanding that all new trades should be confirmed with Deutsche  Bank.
Here is what I need to know:  1.
The date of the last trade that we confirmed with BT.
2.
The date of the first trade that we have confirmed with Deutsche.
3.
A copy of the Deutsche confirm that we are being sent.
Thanks for your help.
Subject: Cross Default Langugae

Jeff: Alicia and I will get back to you with a mark-up with our thoughts on this  since some of the langugae appears to be different from what is in the  Revolver.
Alicia thought that maybe this langugae came from Condor.
My  objective here is to make sure that there is some good precedent for this  language and that this deal does not create a new standard.
Carol
Subject: Lotus Notes Training

Sheri: Our swaps group meeting is at 10 on Wednesday so I cannot make the second  half of the Training Session.
Could you please coordinate with Suzanne on  another time?
Again, I just need to take the second part of the class.
thanks.
Subject: Idacorp

Rod and Brant: I finally received their revised draft of the Schedules.
They are still  insisting on an Additional Termination Event that gets triggered if there is  a MAC.
As defined, MAC means a rating that is below BBB- OR Baa3 or failure  to have a rating from either S&P OR Moody's.
I need your guidance on this.
MAC as defined in the CSA  which triggers the threshold going to zero works  the same way.
I seem to recall that from a credit standpoint, we were okay  with a MAC that would be triggered if either rating fell.
Is that correct?
Carol
Subject: Pancanadian Energy Services

Russell: Since late 1998, we have been trying to put in place a Master between ENA and  the above counterparty.
We currently have a Master dated July 1997 between  ECC and Pancanadian Petroleum Limited and Pancanadian wants to pretty much  duplicate this Master.
Here are the credit terms of the late 1998 drfat that  we sent them which I need for you to tell me are still okay:   No Credit Support Providers Cross Default - $50,000,000 for ENA and $25,000,000 for them Additional Event of Default - occurrence of a MAC and the failure to provide  Perfprmance Assurance in accordnace with annex A.  MAC is defined as   Enron's rating going below BBB- and their Net Worth falling below  $133,000,000 opr their Funded Debt to Net Worth being more than 1 to 1 They want to defined the "control" concept in Affiliate as ownership of more  than 50% of equity.
This term is used in the Setoff language and limits the  possible  entities that could be Affiliates on our side and their side Forms of collateral are cash and LC's Collateral Thresholds are $10,000,000 for us and $3,500,000 for them  Let me know what you think.
Carol
Subject: SG Interests V

Rod: I found my file and here is where things stand:  1.
On cross default threshold, they wanted it to be the same as the  collateral threshold but my notes indicate that they were okay leaving it at  $100,000.
2.
In lieu of receiving financials from them, we had agreed to accept  quarterly and annual Lease Operating Statements.
Did I use the correct  term?
Do we need a definition for this or is it understood what these  statements are?
I am also assuming that they are internally prepared.
Is  that correct?
My notes indicate that these would be provided within 90 days  after quarter end.
3.
We agreed to a collateral threshold for them of $500,000.
4.
For the MAC trigger, is the only test the Net Cash Flow/Revenue test and  if so, what would trigger the MAC?
Are there other triggers?
We used to  have Funded Debt/Partners Capital, EBITDA Coverage Ratio and Minimum Partners  Capital tests.
Alos, here are my proposed definitions:  Cash Flow means Net Income plus depreciation and non-cash charges minus  capital expenditures as shown on the income statement.
Net Income means gross revenues and other proper income credits, less all  proper income charges, including taxes on income.
Revenue is cash received from the sale of oil, gas and plant products.
Should there be references to the Lease Operating Statements in these  definitions?
5.
All Performance Assurance would be rounded up to multiples of $10,000.
This is all that I have.
Let me know what you think.
Carol
Subject: Domain name transfer agreement

Mark: Could you please take a quick look at this too and let me know if  you have  any comments?
I'm at 33989.
Thanks.
Carol
Subject: Domain name transfer agreement

Jason: Could you help me review this?
I thought that given your review of some of  the other agreements that you might have some helpful suggestions about what  to look out for from our standpoint.
I have sent a copy of this to Mark  Holsworth.
Thanks.
If we need to sit down with Mark Tawney and ask him  questions about what this should cover, let me know.
carol
Subject: Comments

Rob: I am faxing to you our comments to the latest drafts of Schedules.
Our  credit person has agreed to make the MAC trigger as an additional Termination  Event so long as (1) we limit the trigger to the S&P rating; (2) we provide a  cure concept that the non-Affected Party controls subject to a cap; and (3)  we remove the MAC trigger from the collateral threshold definition.
I have  included some proposed language.
Also, with respect to the partnership  agreement, I seem to recall that you were reluctant to send us a copy as we  traditionally review LP agreements as a part of our due diligence.
Is that  still the case?
I like what you did on the Termination Event but we need  some comfort that you cannot alter or narrow the GP's liability that is  provided by statute.
Could you please give that some thought and we can talk  further about it?
Tomorrow is bad for me to talk but the rest of the week after tomorrow looks  good if you have some time.
Carol
Subject: FX/Currency Option Questions

Shari: I am negotiating an ISDA with Dresdner Bank and I have the following  questions concerning their mark-up of the FX/Currency Option language:  1.
In the EMU Protocol language they want to add a reference to Section 6.
I'm not sure why but wanted your thoughts on this.
Are there any  circumstances under which we do not adopt the Protocol provisions?
2.
They want to define the FX Definitions as the 1998 FX and Currency Option  Definitions as amended and supplemented by the 1998 ISDA Euro Definitions.
Is this okay?
What is the effect of this?
Should we change our form to do  this?
With respect generally to the FX and Currency Option Definitions, as a  general rule are they always incorporated by reference into the terms of any  FX and Currency Option transaction even if it is electronically confirmed?
They wanted to add language to that section of our form specifically stating  this.
Thanks in advance for your help.
Carol
Subject: American Central

Russell: Here is what their letter should say to us:  Reference is made to the Guaranty Agreement dated as of September 1, 1998  from American Central Gas Companies, Inc. ("Guarantor") for the benefit of  Enron North America Corp. ("Enron").
By letter addressed to you dated April  6, 2000 (the "Termination Letter"), Guarantor terminated its obligations  under the Guaranty.
The purpose of this letter is to notify Enron that such  Termination Letter is null and void such that no termination of the Guaranty  by Guarantor has occurred.
In addition, Guarantor hereby agrees to amend the  Guaranty by (1) changing the amount set forth in Section 1(b) from $1,000,000  to $2,000,000 and (2) by changing the text of the fourth paragraph in Section  6 to read as follows:  "This Guaranty shall terminate on the date (such date  being the "Termination Date") that is the earlier of (a) July __, 2000 or (b)
Subject: BT Trades

Steve: Here is what I have found out from our credit and confirms people.
We are  still confirming all trades with BT.
Further, when our credit person spoke  with yours, they indicated that this would continue until a Master with DB is  put in place.
Is all of this consistent with what you have heard?
Subject: Petro Canada

John: I was reviewing an amendment that Susan bailey was working on concerning the  ISDA Master between ECC and Petro Canada and wanted to make sure that you  were comfortable leaving as is the following provisions that are in the  Schedules:  1.
They have amended the definition of Specified Indebtedness.
I'm not sure  I understand  why if we have a threshold amount they need the first part of  the language and wanted your thoughts on this.
Alos, does the second part of  the language need to be updated or revised in any manner?
2.
They have deleted the concept of Credit event Upon Merger.
3.
They have added to Specified Transaction a Physical Master Agreement which  makes this part of the cross default to specified transaction Event of  Default trigger.
Should we specify a threshold?
4.
They have added an additional termination event that contains some unusual  ratings triggers.
For example, are we rated by the 2 bond rating services  that they describe, and if not, doesn't that trigger clause (2) of this  additional Termination Event?
I don;'t think the cure language works and I  don't understand how it works with the collateral threshold since the trigger  for that to go to zero is something else.
5.
I'll just note that setoff rights do not currently apply if there is a  Termination Event that is caused by Tax Event or Tax Event Upon Merger.
6.
In the CSA, we have permitted cash and government securities which I think  is problematic given our general rule in Canada that we only take LC's.
7.
There is a Minimum Transfer Amount of $500,000.
Please call me when convenient to discuss further.
Carol
Subject: Domain name transfer agreement

Michael: I thought that you should be aware of this Transfer Agreement since it  involves EEL.
Mark Holsworth has reviewed it and I am taking a look at it.
If you have any thoughts or questions, please call me.
Hope all is going  well with you and the group.
Carol
Subject: Margaux

Mark: Can you give me a sense of when you think Margaux will close?
The only  reason I'm asking is because I will be taking maternity leave at some point  in time in the next 2-21/2 months and I want to make sure that if necessary,  I get someone else involved.
Hope all is going well.
Carol
Subject: Domain Transfer Agreement

Mark: Enclosed is a revised draft of the Domain Transfer Agreement with my comments  and questions inserted.
Please call when convenient to discuss.
Have you  heard from Mark Palmer yet?
Alos, Mark Haedicke asked me to let John  Lavorato know that we were entering into this Agreement and I will leave him  with a voice mail today.
Carol    Michael: Do you have any comments?
Also, are you okay with NY law and should we add  an arbitration provision?
Subject: Marie Heard's Work

Susan and Susan: Could someone make sure that you check Marie's chair this week while she is  gone for anything that needs to be acted on before she gets back?
Thanks.
Carol
Subject: Domain Name Transfer Agreement

Scott: Mark Holsworth suggested that I send this draft Agreement to you which  provides for Enron's transfer of the domain name weather-desk.com.
I am  particular concerned about our ability to make the reps in Section 3.
What I  am sending you reflects our comments to the other party's draft.
I look  forward to hearing from you.
Subject: Bonneville Power Administration

David: Enclosed for your review is a draft amendment letter for the above  counterparty.
All of the requested chnages are driven by the fact that BPA  is a federal agency.
I look forward to hearing from you.
Carol
Subject: Forms Meeting

Taffy: Could you please schedule a meeting for next week for our entire group  (including Jason Peters) for 11/2 hours to go over changes that need to be  made to our forms?
It might be nice given the amount of time to schedule  around the lunch hour and order lunch.
Thanks.
Carol
Subject: LC Question

Does anyone know why in our form of LC we have language that seems to qualify  Section 13(b) of the UCP which sets forth the amount of time that the issuing  bank has to honor drafts?
I don't see anywhere in our form where we modify  this Section.
Here ios the current version that we are using.
Carol
Subject: GPU Energy Amendment Letter

David: Enclosed is a draft of the GPU Energy ETA amendment letter.
Leslie Hansen is  working with them on the "affiliate" issue so there may be more to add to  it.
Please let me know if you are okay with these amendments.
carol
Subject: Draft Amendment Letter

John: As we discussed, here is a draft of a proposed amendment letter which covers  the issues that we talked about.
Depending upon how Leslie handles the  affiliate issue, more may be added to this.
Alos, as I ,mentioned to you,  this needs to be approved by the head of our Online group before I can sign  off on it.
I am in the process o getting that approval.
Carol
Subject: Annex A - Final Forms

Sara: Here are the final forms of Annex A for ENA and ECC.
Susan: Please make sure that these are put into the form bank.
Carol
Subject: Forms Meeting

Susan: In preparation for our forms meeting next week could you please have your  secretary prepare sets of the latest versions of the following for the group  (Jason included):  1.
ISDA Schedule  2.
CSA Schedule plus LC provisions 3.
Industrial Master  4.
Annex A  - ENA and ECC 5.
Annex B to Omnibus Form (include all collateral variations) 6.
Canadian and US Tax Annexes 7.
Guaranty Form    Did I miss any forms that we should talk about?
If they could be distributed by Monday  - Noon, that would be great.
Thanks.
Carol
Subject: Missing Fax

Maria and Adele: I am embarrassed to say that our fax dept.
misplaced the fax that I sent to  you with my comments.
Could you please fax it back to me before our call?
Subject: Kennecott ETA Amendment Letter

David: Enclosed is a new draft of the Kennecott amendment letter.
Mark and I have  discussed the counterparty termination language and have come up with the  language that I have high;lighted.
Upon your approval, I plan to use the  same language for the Duke and Cinnergy letters.
Subject: PSE&G

Susan: I hope to finalize the Master today on our conference call.
Could you please  start pulling together the ENA and Enron Corp certificates?
They are alos  requesting a W-9.
I would like to have all of these ready and executed by  this time next week.
I will send you the Enron Guaranty after it has been  finalized.
Thanks.
Call if you have any questions.
My contacts there are  Adele Raspe and Maria Salvatore, her legal assistant.
Carol
Subject: New Legal Assistant  Training

Susan: I would like to talk to you briefly next week sometime about what in your  opinion would be the best way to train the new legal assistant that we plan  to hire.
In particular, could you give some thought as to what worked the  best for you and what didn't work.
I will keep whatever you say  confidential.
I also have discussed with Mark that I want you to play a  significant role in the training process given the outstanding progress that  you have made in the last year.
Could you also give that some thought and  let me know what you think?
Thanks.
Carol
Subject: Comments to Swap Docs

Alicia and Trina: Here are my thoughts on the latest drafts of the swap docs:  Put Confirm  1.
Looks like some type of price protection mechanism is contemplated in the  Master Derivatives Agreement and I'm assuming it would go into this confirm 2.
In the definitions of ISDA and Equity Definitions, please add amendments  and supplements  Harrier/Talon Schedule  1.
We need to discuss footnotes 2, 3, 6, 9, 12, 13 2.
I think that the mechanics for putting up the LC that is described in the  Additional Termination Event that was added as clause (iv) needs to be  drafted somewhere to address, for example, drawing conditions, what happens  when Enron's credit rating improves, the comment made in footnote 6 etc.
3.
In Part 4, Section (a) and in all of the notice sections the notice that  goes to the AGC of the Trading Group goes to Enron North America Corp. not  Enron Corp.  4.
In Part 5, Section (l)(Recording) please add after the word "parties" the  phrase "in connection with the Transactions hereunder."
5.
In Part 5, Section (o) (Confidentiality), is the class of permitted  discloses in clause (iv) too broad?
Talon/Enron Schedule  1.
In Part 1, Section (h) should a carve out from the definition of  Identified Event be the new Termination Event that was added?
2.
Why is Part 5, Section (n) in this Schedule?
3.
Same comments as above  Master Derivatives Agreement  1.
Is the defined term Net Premiums worded right for purposes of the  $400,000,000 limitation?
For some reason, I'm thinking that a and b should  be reversed.
Talon Note  1.
In Section 3.2, I'm not sure that the reference in the second paragraph to  Part 5(m)(i) of the Enron Schedule applies since the setoff rights only  benefit Enron and its affiliates.
Also,  what does it mean to refer to the  Enron Guaranty here?
Enron Guaranty  1.
In Section 4, I think that it is fair for them to request that setoff only  apply to the Guaranteed Agreements and unless I'm missing something, I think  we can give on that point.
That's all that I have.
Have you discussed with Ben the point that we talked  about last week concerning the difference between the calculation of "Net  Talon Loss" versus "Loss"?
I'm available tomorrow to talk about these points.
Carol
Subject: KN Marketing and Onoek

Susan: What is the status of this?
I would like to see a draft of the assignment  and Termination Agreement soon.
Can you please prepare something for review  sometime Monday?
Thanks.
carol
Subject: Utilicorp

Susan: Has this Master been executed?
I forgot what we specified as the effective  date of the Transfer and Assignment Agreement with ARMS but we need to make  absolutely sure that the effective date covers all trades that are done by  ARMS and that there is no gap between that effective date and the effective  date of our Master.
Also, please make sure that Tana knows when the  Utilicorp Master becomes effective so she can notify the online folks.
Thanks.
Subject: El Paso Energy

Brant: Their lawyer finally called me.
We have a few open credit issues on our side  that I need for you to think about:   1.
Are you okay with the cross default threshold on both sides being 3% of  stockholders' equity?
They didn't like $100,000,000.
2.
For corporate policy reasons, they cannot take advantage of affiliate  setoff.
Since I wasn't sure what relationships ENA and its affiliates had  with this counterparty, I wasn't sure how strongly you felt about it.
Please  advise.
Carol
Subject: Recording Issue

Rob: On the recording language issue, we can agree to the following:  Instead of  limiting it to trading, marketing and scheduling personnel, we can agree that  it is limited to all telephone communications that are made to or from each  party's trading floor.
This is because all calls that originate out of our  trading area are always recorded no matter who picks up on the other line.
Does that work for you?
I'm still checking on the confirmation/transaction  tape issue.
Also, our credit person will agree to the Moody's trigger in the  MAC language that we discussed.
Subject: TransCanada

Susan and John: We have finalized the amendment with Transcanada.
What we executed before  still works.
We modified slightly the LC form.
They are faxing me their  form of Guaranty and will send to Susan the docs.
Subject: Annex A

Marie: I would like to fax and mail out the Annex A letters to the new  counterparties to make sure that they all get them.
My secretary is  available to help with the mail out which I would hope could be sent out no  later than the end of the day Thursday given that we are going to be away.
I  will let her know that you may be asking her to help.
I would alos want  someone while we are gone to check all of the return faxes against our list  so that they all go out to the right numbers.
Stop by if any of this is not  do-able   Tahnks.
Carol
Subject: ISDA Securities Rep

Peter: Weyerhaeuser Company Limited, a company located in Ontario, wants to change  the standard securities rep that we have in our current ISDA Schedule to the  following:  "It is a Qualified Party within the meaning of the Ontario Securities  Commission, Rule 91-505 Over-the-Counter Derivatives."
Our current rep is  attached.
Is this something that we can agree to?
Carol
Subject: ESP Reps

Sara: When ENA enters into an ISDA Master with a Canadian counterparty, is that  counterparty expected to make the ESP and Options rep?
Does ENA make the  Canadian Securities Act rep?
Carol
Subject: Utilicorp

Susan: Could you please follow-up with Russell Martinson before our credit meeting  tomorrow and see where things stand?
As I indicated ion my e-mail to him, we  need to make sure that the effective date for the Transfer Agreement is dated  so that all ARMS deals are covered.
Thanks.
Carol
Subject: Margaux

Scott: I have been monitoring drafts of the swap docs.
Are you or someone else in  your group reviewing the other docs that involve Enron Corp. such as the  Certificate Purchase Agreement that appears to have a bunch of reps that  Enron has to make?
I( have not been paying to much attention to the docs  that don't involver the swap.
Carol
Subject: Domain Transfer Agreement

Michael: Our guys are meeting with Risk Management Solutions tomorrow morning.
Scott  Brown of V&E and I will be talking to them about the Agreement this  afternoon.
Have you heard anything back from John Sherriff?
Carol
Subject: Weather Meeting

Lucy: We thought that it would be a good idea to meet with the "weather" group to  introduce ourselves and alos to go over some of the basics, such as  procedures for getting confidentiality agreements processed etc.
Could you  send me a list of who you think we should include in this meeting and Sara  and I will do the rest?
Will a lunch work?
Carol
Subject: Columbia

Susan: Please update me on this.
I realize you've been busy on other matters but  please carve out some time to complete this so we can put this behind us.
Thanks.
Subject: Project Margaux - Revised Swap Documentation

Nora: You may want to let the folks at Milbank and V&E know to send you stuff  instead of Scott.
My contacts in Houston from V&E are Trina and Alicia and  in London is Jeff Eldredge.
Mark Evans is my internal legal contact in  London.
Carol