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Subject: Follow-up re:  West Linn Paper Company

Mark:  I have drafted an ISDA Master Agreement for the above referenced Counterparty.
Steve Hall is an attorney in our Portland office and wishes to negotiate the ISDA with the Counterparty.
I have informed Steve that I must get approval from you before I can give him the OK.  From my conversation with Steve, it seems that he is working on other issues with Elizabeth Sager and she is to speak with you about Steve working on the ISDA.
Please let me know how to handle this issue.
If you need to contact Steve his number is (503) 464-7795.
Subject: Updating Contract Group Information

Ladies and Gentlemen:   With address information changing so rapidly, especially email addresses,  we want to make sure we have the most current address and email information for  you.
Please take a few moments to complete the attached form (word  document) and email or fax back to my assistant Cynthia Trueheart.
Thanks in advance for your assistance and have a wonderful  Thanksgiving.
Subject: EPMI Business

We need a brief description of EPMI's business as soon as possible; you were suggested.
Could you send me one by Monday morning?
Thanks, NJD
Subject: "Into Product" definition from EEI

At the request of Christi Nicolay, attached please find the definition of an  "Into Product" that was prepared by a group of industry participants working  with the Edison Electric Institute (EEI)  (this definition is also available  on the EEI web page).
The only other definition of an "Into" product of  which I am aware is the information that is available on the Cinergy web page  or the definition published by NYMEX for its "Into Entergy" product.
If you  have any questions about the "Into" energy product that is so commonly traded  in the over-the-counter market in the East (eg "Into Entergy", "Into TVA",  "Into Cinergy", "Into ComEd"), please don't hesitate to call me.
Subject: Receivable  Write-off -- Power Company of America (PCA)

Attorney-Client Privileged Communication Not Discoverable    Hi Tim  Leslie Reeves recently spoke to me about an outstanding receivable we still  have relating to PCA.
PCA went into bankruptcy in 1998.
At the time of PCA's bankruptcy, PCA owed   a $5.3 million receivable to EPMI.
On EPMI's books, this uncollected  receivable amount was offset by an out-of-the money forward position EPMI had  with PCA which we were able to take to zero when PCA defaulted (contract  provided for one  way payments upon the occurrence of an event of default)  and some funds from credit.
After netting all these amounts,  there is still  a $600,000 receivable showing up as owed from PCA to EPMI.
Based on the  current bankruptcy proceedings, it is not likely that EPMI will receive any  additional funds from PCA (we have taken a very low key approach in the  bankruptcy due to the lack of PCA funds, the extensive amounts owed by PCA to  other creditors, the assertions being made by PCA against some of the other  creditors, and the legal effect of the one-way payment termination payment  that provided us a significant offset to the receivable).
Accordingly, unless I hear otherwise from you, I will talk to Leslie and tell  her to go ahead and clean up the $600,000  PCA receivable now, and in the  unlikely event PCA makes payments to any creditors,  we would then give such  amounts received from PCA back to you.
Call me if you have any questions.
Thanks
Subject: BECO Sales

Phone is busy so ..... Will have agreement shortly.
Please send fax numbers  (no electronic  copy) where you want it sent.
Hope all is well.
Subject: Draft TVA memo to Delainey

Confidential; Attorney client work product; Not discoverable  Here is a rough draft.
I will also start on TVA letter.
Per my earlier vm,  I am struggling with the benefit of a 2 year proposal vs. 7.
I'm not sure if  we get any "cap" benefit from making a seven year deal even if TVA doesn't  accept our offers (benefit would assume that TVA has an obligation to cover  entire position which is contrary to what our outside counsel has said in the  past.
According to Bob, since TVA is asking for specific performance, it may  not be reasonable for TVA to cover entire period.
I will try to talk to him  tonight.).
If  TVA accepts one of our proposals and then we lose the  termination argument, what do we do?
Supply?
Terminate Again?
In either case  our proposal for 7 years will likely not cap our damages.
Let me know what  you think.
I'll be in early tomorrow.
Thanks
Subject: Draft TVA memo

CONFIDENTIAL ATTORNEY WORK PRODUCT  Please review attached memo and provide me comments early Thursday morning.
Kevin and Rodgers saw an earlier draft and I do not want to recirculate to  them for their final review until we have all legal input.
Thanks
Subject: Legal Risk Chart - Preliminary Draft

Confidential Attorney Work Product Not Discoverable  Attached is a preliminary draft of the Legal Risk Chart.
You will need to  open this in "Read Only mode"  Richard and Jeff -   As we discussed,  I will need further assistance from you to complete several  of the entries.
I have put your names by the entries that will either need  to be updated or to be completed.
I believe Julia and Mark T would be the  best to provide updated information on the SEC Risk and the CFTC Risk ,  respectively, and I will get with them shortly to update.
This document has  limited access; only my assistant, Brenda Whitehead can view/revise.
Accordingly, Jeff and Richard - please either call me to discuss your  comments and I can complete the chart with Brenda or else provide Brenda with  your written comments.
Thanks for your help.
Elizabeth  36349
Subject: Hi

Have a great weekend eating soggy hotdogs in misty, damp weather, dreaming of  Genia on her cruise, all the while wondering about the meaning of quality  time.
See you Monday am, not sharp.
Bye
Subject: Flat Screen Monitor

This request from Shari is fine with me.
Could I also request a flat screen  for my new office?
Thanks for your help.
Let me know what else I need to do.
Subject: Quarterly Legal Review -Power

Attorney Work Product/Not Discoverable  Top Legal Risks  1.
Power Forms -  Trading contracts in the power industry are very weak.
Typical problems include, trading under multiple masters, no liquidated  damages for non-delivery, no events of default or calculation of termination  damages, broad performance outs.
2.
Agency - Several of our major trading partners operate through an agent  acting on behalf of several operating companies.
This creates uncertainty as  to which entity is liable for which trades.
3.
Municipalities - Difficult authorization issues associated municipalities.
4.Complexity of transactions - Power transactions can be very complex as a  result, in part, of difficult delivery mechanics and volatile pricing.
5.Timing of transactions - Power transactions typically must be completed on  a very tight time schedule.
6.
Lawyer Training - Difficult, time consuming process to train lawyers on  how to document transactions involving power.
7.Process for approval of transactions - Uncertain procedures for making sure  everybody understands risks associated with transactions.
Documentation Projects  1.
EEI - cont'd work to make EEI the trading contract for power/lessen  reliance on WSPP.
2.
One-off Power Form - creation of contract to be used for individual  transactions that are not part of a master.
3.
Product Definition - cont'd work on creating/building acceptance for power  product definitions.
4.
Platform Trading - Encourage use of EEI as trading platform for all  e-trading.
5.
Single master contract for all physical commodities/financial trading  -   work with ISDA to develop single contract for physical trading and then roll  that into single contract for physical and financial trading
Subject: Party

Hi Susan  How's things going?
I hope at least OK if not well.
Delete my rambling voice mail if you haven't heard it .
Hey about the Sat party, I'm thrilled.
We would, of course, love to come to  your house (I think Gail told me that you generously offered to host your own  birthday party) but we would also love to have you guys at our house as well  (wouldn't you rather relax, drink and let the kids shuffle around without  having to worry about the diner preparation, and worse yet, clean up - after  all it is your party - mine's next).
Let me know what you think.
Sager
Subject: North American Energy and Developing Products Committee

Janette  Mark had asked me to call Williams and invite them to the ISDA Energy meeting  in Houston last week.
Tim at Williams very much wanted to participate.
As  you can see from his email, he must not be on the distribution list for  ISDA.
Can you see if it is OK to add him to the distribution list for future  meetings.
Also, I called Dynegy at Mark's request and they very much want to  participate as well - Harlan Murphy called me afterwards to ask that he also  get notice of the meetings because they fully support the idea of one Master  for all trades.
I will get Genia to forward Harlan's address info to you.
Thanks for your help.
Subject: OPA Notice

Bob   Here is what we sent TVA last year when we were notifying them of the  delivery points we would have delivered to.
I'm tied up in meetings the rest  of the day and we want to start notifying TVA of the delivery points we would  have used had we had an obligations to continue to schedule and deliver  energy under the MOPA,  Could you please revise accordingly and send back to  Bill Rust and me this afternoon,  We would like to start sending out tomorrow.
As always, thanks for your help.
Elizabeth
Subject: DC

There are cheap tickets to DC (160) this weekend and I was wondering if I  should go.
My mom says she is just far too busy for me to come.
She is  alone and Bob is not coming back until next week.
What do you think.
Ugh
Subject: CAISO draft definition rewording

Steve and Christian   Could you please review and let me know what you think of this?
There is a  call on Thurs at 200 (Central) to discuss.
Do you want to participate?
Subject: PG&E and SCE Defaults

Confidential - Attorney Work Product/Not Discoverable  A. PGE  I.
Termination Rights Based on the Failure to Post Collateral  It is possible that we could terminate the following contracts based on PGE's  or one of its subsidiaries's failure to post collateral as required by the  underlying contracts":  1.
PG&E/ENA - Financial ISDA  - Enron exposure $23 million  2.
PGET Power/EPMI - Physical power - Enron exposure $215 million  3.
PGE Canada/Enron Canada - Physical gas - Enron exposure $15 million  4.PGE Canada/ENA - Physical gas - Enron exposure $1 million   II.
Termination Rights Based on PG&E's Failure to Pay Indebtedness  It is possible that we could terminate the following contracts based on  PG&E's or one of its subsidiaries's default on indebtedness in excess of a  threshold (either $100 million or $50 million):  1.
PG&E/ENA - Financial ISDA - Enron Exposure $23 million  2.
PG&E/EPMI Physical Power -Enron exposure ($90 million)
Subject: draft risk memo on cdwr

Mark  Here is a revised draft of the CDWR risk memo.
Events change everyday.
This  morning's paper reports that a rate increase of 40% may be imposed by the  CDWR as early as today and the new bond issue amount is purported to be 16  billion (rather than the 10 initially discussed)
Subject: EEI Canada and Ontario Product

Thanks for the documents.
If OK w you, I will look at during my flight on  Sunday and will call you on Monday am  if I have any comments.
If this isn't  OK, please leave me a voice mail and I will try to review earlier.
Thanks
Subject: Black Hills - Draft Escrow Language

Attached is draft escrow language for Black Hills that I made up in an  attempt to be sympathetic to Black Hills's desire for certainty on the  release of funds - please review and call Shari with comments first thing on  Wed.
I will be travelling Wed but will check messages on Wed afternoon.
Good luck
Subject: holidays

I think the wedding is on for the 23rd.
My mom wants us to stay at a hotel  while in DC.
I think Bob would likely want us to stay in DC for Christmas  Day since Chi will be on honeymoon, but I am not real sure on this.
Bob is  out in OK over New Year's and I will need to go back up the following weekend  to stay with Mom while Bob is out.
What do you think.
PS My mom is chain smoking - she bought a cartoon of cigarettes with Chi.
Chi thinks we should just let her make her own choices.
What do you think.
Subject: ISDA Energy Conference

Mark , I assume that I should continue work on this.
If its OK with you, I  would like to schedule time with you and Mark T to think through how we  should approach the creation/adoption of a single contract for  physical/financial(maybe) trading.
Thanks
Subject: Meeting on Wed. May 23rd to discuss setoff issues

Attached is a brief memo I prepared in anticipation of the meeting scheduled  for Wed., May 23rd, to discuss setoff issues.
Please call if you have any  questions or comments.
Thanks
Subject: A Midwesterner's view

Chi is now confused.
She want to do the wedding but is feeling overwhelmed  by all the issues:  Mom Her sickness John Short notice for all involved creating tension She and Douglas feeling stressed as a result of above Mom  She seeks advice from a sage Midwesterner.
What do you think - Delay or hasten onward
Subject: Chart - Power risk areas

Mark  Attached is a draft of the chart of power risks.
Let me know if there is  anything else you would like me to do on this.
We are still in the process  of reviewing top exposures with credit.
Elizabeth 36349
Subject: Shari's relocation

FYI  - I wanted you to know that, despite all appearances, we are working on  finalizing Shari's move to Portland.
Shari is looking for a "relocation"  package.
HR has been tied up in PRC and is now searching for a package that  works.
HR has promised me a response today and then I can discuss w Mark H  and then present to Shari.
End of Feb is still the target date.
Hope all well (despite the press).
Subject: Index Transactions

EPMI is entering into more and more transactions that are settled against a  floating, published index price.
Our physical contract does not currently  provide for what happens if the published source is not available or is  otherwise materially changed.
Under ISDA for financial trading,  this is  addressed as a Market Disruption Event (MDE).
Under ENA's standard contract  for financial trading, there is included as a MDE "the imposition of trading  limits on the range within which the price of the commodity may fluctuate".
What this may mean is that if a cap is imposed on power prices, then in lieu  of using the capped price to determine the floating price, you would be  required (under ISDA) to eventually get brokers to determine what the price  would have been without the cap.
I want to add language to our physical contracts that addresses material  changes/disappearance of the published prices that would mirror the financial  trading terms and doubt whether we would want to make the imposition of a cap  on power prices a MDE.
If you treat the imposition of a cap (say in CA of  prices to $500 or in NEPOOL to $1,000) as a MDE, then we would be required to  secure quotes as to what the price would have been without the cap each time  that a pricing date trades at the cap level.
This only seems fraught with  litigation risk to me.
Alternatively, if caps are not deemed a MDE, then you  would always settle against the published prices, even if they are  "artificially" determined after the trade was entered into.
While caps are  not appealing, I think it would be better to not have the imposition of caps  be considered a MDE.
I have spoken with the financial trading group and they  will follow our lead on this.
So, depending upon what you both think, we  will make sure that financial and physical power are treated the same on this  issue.
Thanks for your thoughts.
Subject: PCA Demand Letter

CONFIDENTIAL ATTORNEY/CLIENT INFORMATION NOT DISCOVERABLE  Two years after PCA's bankruptcy, we received a demand letter from PCA.
PCA  claims that EPMI owes PCA $15,126,445.16 for damages resulting from EPMI's  wrongful termination of transactions in June 1998.
This amount appears to be  based on PCA's calculation of the forward values of the terminated trades,  and certain "preference payments" that PCA claims were made to EPMI.
This  claim is in its preliminary stages.
I will update you with further  information as soon as we get a handle on what the Trustee is really  seeking.
As you will remember, we currently have a proof of claim pending  against PCA for over $5 million dollars representing our unpaid receivable  amount.
Bill  In connection with this matter, it would be very helpful if you could have  someone gather the following information:  1.
Date and amount of last payment made by PCA, splitting the relative net  amounts owed to and from EPMI (I would assume that payment for April  deliveries was made - accordingly, I would assume that the last payment we  received from PCA would have been around May 20th).
2.
Total amount of MWH delivered to PCA but for which PCA never paid for.
3.
The details of how you calculated the net MTM exposure of the terminated  transactions (pursuant to an email to me dated July 27, 1998 you had  calculated the MTM as of July 7, 1998 at $3,772,939)  As always, thanks for your help.
Subject: Cinergy and Enron Transaction

Here is PGET risk reducing deal that Mark talked to you about.
Please  coordinate with Lisa when you get a chance on Tues.
I ill help on the power  master w Cinergy to make sure it is suitable for the underlying trades.
Thanks so much for your help.
Subject: Optional Provisions for EEI Contract

Shari  Would you please send to  Dede and Andy Enron's EEl language re   1.
Incorporation of prior trades 2.
Market Disruption Language 3.
Cover Sheet Set Off Language (set off if $ owed to DP) , including  paragraph re  no payments until legal opinion  Thanks
Subject: oh my

My goldfish died this weekend - He was with us for over 6 months.
A trusted  companion for me in the early morning as he sang sweet "O's", he looking for  food and me looking for peace of mind early in the morning before the days'  voices began.
Another day today looks like another week which is how this whole past month  feels.
Hopefully this to will pass.
Looking forward to talking to you soon and seeing you in early April.
ps - Great work on WAPA;  I get the distinct sense that no matter what, CDWR  will close.
I hear Skilling told Portland that he loves trading and  promises resources.
Oh my.
Subject: CDWR draft

Wes  Here is current draft of CDWR agreement.
Negotiations are still underway.
The underlying contract is the EEI Master - let me know if you need that  standard form.
Call w/ any questions/comments  Elizabeth  36349
Subject: Negative CTC assignment - memo to distributed

Mark  Here is a draft of the memo I prepared to explain the Negative CTC assignment  issue.
Please review and let me know if this appropriate and I have included  the correct individuals on the distribution list.
Thanks for you help.
Subject: Anatomy of a deal

Work really hard.
Deal dies, in silence after final commercial offer made  (more money for summer please).
Hope you had a great time away from the casino.
Subject: Into Meeting

Hi Harlan  Hope your enjoying your fortuitous timing - since you've been gone we haven't  seen below triple digits and there is no relief in site.
In that vain, I'd  love nothing more than to pull you back for nothing less than an Into  meeting.
I spoke w Kevin Presto, head of East trading, and he has proposed  that we all get together no earlier than the end of next week, with  afternoons and Tues or Thurs being the best days.
He would propose that he,  Rogers Herndon and John Zufferli attend.
Let me know what days would work  for you.
Subject: Managers

Thanks for your voice mail.
In case you are wondering what my former  secretary and long time friend thinks of me ....
This goes with a bigger  story I will tell you about sometime when I can.
Talk to you later.
Subject: FYI - memo about TVA

Here is a brief memo prepared by Dan Watkiss relating to the relationship  between TVA transmission and marketing.
N   I will call you later to discuss TVA letter.
Kevin does not want to make  offer to sell at market based rates.
Also want to discuss if there is any  way we can challenge TVA on the hourly tag problems of last week.
Talk to you soon.
Thanks
Subject: Power Marketing Transactions California Workshop - April 18-19

great - here is brochure.
I will try to get list of attendees so we can see  who is going; usually in east, crowd is primarially legal and credit; WSPP  meetings in west however generally have more commercial ... so I don't know  if Stuart would benefit or not but I would love for him to come if he wants.
Talk to you soon.
Subject: Attendees at Newport Beach Workshop

Only 53 signed up so far but here it is - frequently more arrive at last  minute.
Steve Marcus Nettelton is doing EOL while Leslie is on maternity leave.
Have a great weekend
Subject: Chart

After looking at this I realize it may not be as helpful as I thought -  certainly would need to add more analysis on the delivery obligations like FM  and other rights to interrupt.
Call if you have any questions (713 853 6349).
ps  if you get a chance I would love to see the form PGE used in addition to  the WSPP - I think you said it was PGE 11.
Thanks
Subject: Newport - tennis anyone?

Hi Mike  Dede and my husband and I are all bringing our racquets hoping to get in some  tennis on either or both Wed and Thurs?
Can you join us?
Let me know.
Subject: PG&E Calculation of Damages Letter

CONFIDENTIAL/NOT DISCOVERABLE  Attached is letter that went to PG&E yesterday - It will not likely get  disclosed unless PG&E elects to go public with it.
We are continuing to have  discussions with PG&E about this letter and are planning to meet next week.
Call with any questions.
Subject: Municipality Draft Memo

Mark  Attached is the draft memo.
After you have had a chance to review, please  call me with your thoughts/comments.
I would also like to briefly speak with  John Klauberg about "East Coast" municipalities to make sure he thinks this  policy works in the east as well.
John is going to call me early this  afternoon.
Also, to the extent you think we should highlight financial  trading policies like I have done, I would like Mark to review what is  written (he did confirm that this is financial trading's policy).
Finally,  it would be very helpful if I could get your thoughts on to whom we should  distribute the memo.
Thanks
Subject: Job Posting

Attached is ENA legal's general posting for assistant positions - let Molly  know if you want to make any changes.
I have not yet spoken with Molly but  would like to move forward with hiring an assistant asap.
Molly said she had  some candidates so .... Also, if you know anyone who may be interested,  please let Molly know.
Hopefully we can start interviewing early next week.
Thanks
Subject: Revised PG&E letter

attached is blacklined copy.
review and if ok with you go ahead and forward  to Larry.
document is in my directory under esager/2001/pg&e/standstill.doc.
thanks for your help.
Subject: Indianapolis Confirm

Attached is a rough draft, but I wanted to get you something before I left.
Please review and call me with any comments.
I will review again tonight and  make final comments.
I will be out tomorrow but we can work with Kim to make  final changes Thanks
Subject: PG&E Standstill - Final Draft

Attached is the final version of the Standstill Agreement that Larry Witalis  and I have been working on.
As has been discussed, the Standstill Period  would be until June 20th, the LCs would be extended until June 29th and the  draw condition re 20 day expiry would be deleted.
Please review the attached and let me know if this would be OK to execute  tomorrow and send to PG&E for signature.
Bill -  please confirm the amounts of the LCs.
Thanks
Subject: meet

Hi guys  I just remembered that we talked about playing today (1030?)
Can anybody make  it?
If not, let's try to reschedule.
Hope all is well and I'll talk to you  soon.