postbot/aeslc_kw huggingface dataset:
Subject: Authorized Signers

As a general proposition, I need to be advised of the activity on Gary's  desk.
Please let me know if you have responded to Sheila.
I think the  request is about two weeks old.
Sara
Subject: Project Cerberus - amended to introduce the swap counterparty  Rabobank ("Rabo")

Tanya:  I'd like to send our Schedule to Rabobank today since we will be off  Monday, Jan. 15 and I have been called for jury duty on Tuesday, Jan. 16.
I  will ask Angela Davis (a finance lawyer with swap experience who is helping  us out on the structured deals) to handle this for me.
I don't want to deal  with Rabobank's form of Schedule as a basis for discussion and I am told that  this deal closes Friday, Jan. 19..  A voice mail would be greatly appreciated.
Thanks.
Sara
Subject: "ECT Europe Accounting" as ENA hedge counterparty

Jeff and Peter:  Has this question been resolved?
Please let me hear from you.
We need to  make certain that these transactions are properly booked.
Thanks.
Sara
Subject: NRG Power Marketing, Inc.

Tracy/Ed:  We are having some issues with NRG regarding financial confirmations.
We  have executed over 100 financial deals without problems but a recently hired  attorney has begun paying attention to the docs.
THE EASIEST WAY TO RESOLVE  THIS SITUATION IS TO PUT AN ISDA IN PLACE.
Could you please prepare credit  as soon as possible.
The Schedule/CSA should be sent to  david.adams@enrgenergy.com.
Thanks.
Sara
Subject: ISDA Master Agreement prepared by Enron North America Corp. ("ENA")

Susan:  Regarding "Energy New England LLC", I found the attached.
Please let me know  what we actually prepared in the past (if anything).
In any event, we will  need the latest update as well as an update from credit.
Sara
Subject: Panamanian counsel

Frank and Francisco:  Haven't seen you two in awhile!
ENA is considering a financial deal with an offshore entity located in  Panama.
We have no research for this jurisdiction.
I will need to hire  local counsel and send a deriviatives questionnaire for response.
Have you  used Panamanian counsel before?
Please send info.
Sara
Subject: Cargill Alliant financial deal # 495432.01

Sam:  We need to send Sharen Cason the Deemed ISDA format to reconfirm this  transaction.
It is a domestic deal and I'd like to review your template  before sending to Sharen.
Please email to me on Monday so that we can send  to Sharen.
Thanks.
Sara
Subject: Cargill-Alliant, LLC ("CP")

Ed:  As I mentioned to you, CP want to utilize as much of the Cargill,  Incorporated ISDA as possible.
Cargill, Incorporated was hightly negotiated  and does not provide for affiliate setoff.
DO YOU WANT TO APPROVE THE SAME  LANGUAGE FOR CP?
Please let me know so that we can send the amended master to CP.
Thanks.
Sara
Subject: Bridgeline master - Additional Event of Default

Jason:  Here's my suggestion for item (ix) [Additional Event of Default] event on  page 2 of the Schedule:  "In the case of Party B, Enron North America Corp. .... owns less than a  majority interest in Party B unless within five (5) Local Business Days of  such occurrence, Party B posts collateral with Party A (i) in an amount equal  to Party A's Exposure under this Agreement plus $250,000, but in no event  greater than 125% of Party A's Exposure, and (ii) in a form satisfactory to  Party A in Party A's reasonable discretion.
"Exposure" shall mean for any relevant date for which Exposure is calculated,  the amount, if any, that would be payable to Party A by Party B pursuant to  Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions were being  terminated as of the relevant date; provided that Market Quotation will be  determined by Party A using its estimates at mid-market of the amounts that  would be paid for Replacement Transactions (as that term is defined in the  definition of "Market quotation") in order to ensure that Party A does not  suffer an economic penalty."
I think that we agreed on everything else.
Please send new blackline.
Thanks.
Sara
Subject: Duke Energy International

Brent is in the office and would like to finalize the ISDA Master.
I believe  that we need to send our Guaranty.
Chat briefly with Brent about this and  let's finalize.
SS
Subject: Deutsche Bank AG ISDA with ENA

Tana:  When will this be executed?
(Lotus Notes indicates not yet) Enron Corp. needs an ISDA Agreement and I want to assign this to a paralegal.
Thanks.
Sara
Subject: Credit Suisse First Boston ("CSFB")

Clint/Jeff:  ENA has an ISDA master agreement with an affiliate of CSFB (but not CSFB).
Can you provide me with the name of a CSFB lawyer so that I can send over a  form of ISDA Master Agreement with Enron Corp.?
Thanks.
Sara
Subject: new master agreement assignments

Stephanie:  I need to assign two ISDA drafts for Enron Corp. agreements:  Deutsche Bank AG Credit Suisse First Boston  Please let me know.
Thanks.
Sara
Subject: merger between Banque Nationale de Paris ("BNP") and Paribas

Tanya:  Enron Corp. has a 1/17/92 Interest Rate and Currency Exchange master wtih  Paribas.
I will fax to you the letter which I received regarding the above  merger.
Basically, Enron Corp.'s signature to this letter will indicate  agreement to put all [existing, if any, and future] Transactions under this  master but with all obligations becoming those of the surviving entity which  is BNP and which changed its name to "BNP Paribas."
Do you have any credit issues?
Sara
Subject: Congratulations!

Mary Nell:  Congrats on the promotion!
I know that it is well deserved and couldn't have  happened to a more qualified person.
Look forward to seeing you soon.
Sara
Subject: Hedge Funds

Paul:  This was the only "hedge fund" related item that I could find.
I  think that I may be the lucky recipient of Moore Global Investments.
SS
Subject: ISDA 2000 Supplement to the 1993 Commodity Derivatives Definitions

Bob:    Thanks for the memo and we should discuss in a future meeting dedicated to  form changes.
If we adopt the 2000 Definitions in our Schedule, we will also need to change  the existing reference in Part 6(f)(iii) to "Negotiated Fallback" (to Section  7.5(c)(iv))  Also, the term "Relevant Price" is used in the "Negotiated Fallback"  definition.
We should clarify whether we need to retain Part 6(f)(iv) of the  Schedule when using "Negotiated Fallback" or whether we intend that "Fallback  Reference Dealers" be an entirely separate and distinct fallback (i.e.
the  4th fallback in our Schedule).
Subject: "Best Play of the Millennium"

Sometimes I have brilliant ideas and this may not be one of them.
Also, it  would be nice if Jennifer had a singing role but I know how kids can be so  don't you worry.
I'm not implying that Zachary shouldn't sing (or take on an  acting role as well)  because that would be even better.
Or we could do a  quartet.
Whatever.
But you ,dahling, are the centerpiece here because Mother and Daddy like you  best.
So here are my preliminary thoughts for an Irving Houston off-Broadway  play.
Naturally this is based on an Ada & Mike premise.
(1)  This old suitcase  (Daddy packed the Louis Vuitton without wheels a WEEK  early but Mother wouldn't let him close it and then it wouldn't close) (2)  Lovely Linda  (you remember Linda, don't you?)
(3)  Hi Debba, Hi Sara  (what's the story, morning glory, etc.
and of course  this is the information hot-line and Mother's source of e-mail)   I'm sure I'll have many more brilliant ideas over the weekend but I wanted  you to be the first to share these ideas with me.
Sas  Hope Phoenix was facializing and massaging (and fun to boot)
Subject: Paralegal Processes and Training

Mary:  one quick note - I have a "blue file" pilot checkout process ready and  I was going to email our group to implement.
Let me know if you need to talk  beforehand.
SS
Subject: Consolidated Edison Company of New York, Inc.

Ed:  For purposes of this "omnibus" Transaction, Con Ed requests cross-default to  ENA's guarantor and elimination of setoff for the non-defaulting party's  affiliates.
Samantha needs a worksheet for the Transaction before she can  prepare Annex B and B-1.
We're sending tonight together with the ISDA Schedule and CSA.
Sam:  We need to use the same carve-out for setoff in Annex B-1 as in the  Schedule.
Sara
Subject: Consolidated Edison Company of New York, Inc.

Janelle and Tom:  Ed Sacks and I need to speak with you in the a.m. about a  few issues.
I have questions about market disruption because Con Ed has asked:  (1)  that Market Quotation apply rather than Loss (in the event of Early  Termination)  Is this a very liquid market?
ENA agrees to market quotation only for FX  and short term deals in liquid markets (e.g., gas)  (2)  to jointly determine when a Market Disruption has occurred (after  consultation)  Usually ENA as the Calculation Agent makes this determination in good faith.
(3)  to identify two brokers/pricing platforms for purposes of determining  the daily MTM  Each party typically assesses its own MTM for valuation purposes (whether  for collateral calls or termination, etc.).
Sounds like Ed and I need to  know what was said to Con Ed about marking  (4)  I think Con Ed was headed in the direction of asking that we each  provide dealer quotes (rather than ENA coming up with two quotes in good  faith) as a Disruption Fallback.
Tom, I think we discussed this in a  different situation.
Ed and I agreed to conference at 10 am Houston time to discuss these and the  draft docs (which were e-mailed to you).
Subject: Consolidated Edison Company of New York, Inc.

Janelle and Ed:  I have received two voice mails from Con Ed inquiring about resolution of the  outstanding issues (I left each of you voice mails about these).
I'm not  revising any documents until I hear back from you.
Janelle:  Please let me know if I need to take any further action.
Thanks.
Subject: Your memory is better than mine

Do you recall the name of the Delaware business trust (which owned the oil  and gas assets) that ECT executed a master with?
My memory is shot.
SS
Subject: hedge funds

Per:  I am told that Mark Taylor sent an email in December to Bob Shultz at EOL  addressing the hedge fund issues (and CTA issues) associated with online  trading and that you and Caroline received that email.
Apparently the hedge  fund crises of last year have heightened regulatory scrutiny of the funds'  derivatives activity.
EOL does not want to be subjected to any regulatory  oversight.
I have not seen the email yet.
I will broach the subject with  Mark when he returns to the office.
Subject: check out procedure for swap group files

In an effort to avoid loss of our executed agreements/files (master  agreements, brokerage and futures agreements, repo agreements), we are  testing out the  "library approach" and instituting a checkout procedure.
Whenever you remove one of these files from the file cabinet, please "hold  the file location" with a signed "card" (legal sized) available on top of the  master agreement file cabinet.
You will also see a large sign reminding you  to sign out for your file.
When the file is returned, just replace the  "card" with the file and delete your name from the "card".
Please be sure to check out all files currently in your office.
Thanks for your cooperation.
Subject: JEDI SPV I equity swap

Jeff:  I have a copy of an "equity swap" between ENE and JEDI SPV I, LLC dated April  20, 2000 which wants to be a "forward", and which terminates on Sept. 11,  2000.
The transaction is for 12,012,804 shares and a Notional USD  852,909,084.
Can you send me a copy of the JEDI LP "forward" which appears on Jill's  list?
Is it meant to be the confirm above?
Sara
Subject: Sylvia at Con Edison

Sylvia:  Shortly Samantha Boyd will email to you two documents:  Enron North America  Corp.'s final form of guaranty with most of your requested changes (the "ENA  Guaranty") and a comparison of your guaranty markup against the ENA  Guaranty.
I am hopeful that this will be satisfactory for purposes of the  deal at hand.
Let me know if you have any questions or comments.
Thanks.
Sara
Subject: Cargill-Alliant, LLC ("CA")

Ed:  CA has responded with the following comments:  (1)  Additional Event of Default - CA will accept if minimum ratings are set  at BBB- or Baa3.
(2)  Financials -  no Cargill entities provide quarterly financials as a  matter of practice.
(3)  Setoff - will not agree to our usual affiliate setoff language but will  agree to setoff under the ISDA  or other agreements.
CA has not accepted our cross default threshold language or guaranty pending  a determination from their credit group.
Please let me know your response.
Thanks.
SS
Subject: Moore Global Investments, Ltd.

Rose:  Please email to me the latest draft of the ISDA Schedule/Paragraph 13 so that  we can comment.
Also, information about your outside Bahamian counsel would  be appreciated.
Thanks.
Subject: Moore Global Investments, Ltds

Jason:  Regarding the above party, ENA submitted arbitration and the response was to  submit to the exclusive jurisdiction of NY courts and waive jury trial.
You  have this highlighted in yellow and flagged the jury trial waiver.
Can you recall if you spoke with Richard about this issue?
Subject: Modesto Irrigation District

Hey, Stewart:  It looks like Tana has been corresponding with these guys about EOL trading.
Modesto was planning to address the ISDA after working with Tana on the  electronic trading agreement.
By copy of this message, Tana should let you  know if anything recent has happened on the ISDA front.
Let me know if you need anything further.
Regards.
SS
Subject: Consolidated Edison Solutions, Inc.

Janelle:  I reviewed the email of 1/19/01 from Ben Chu.
There are only 2 items listed:  (1)  I will beef up the language to make it absolutely clear that ENA can  select the price only if it hears from ConEd first.
(2)  I am not sure that I agree about the NY ISO changing pricing after 30  days.
We will need to discuss.
I have heard that this is not as frequent an  occurrence as in the past and we are using the same mechanism as the ISDA  procedure for change in prices.
(3)  Other than the foregoing, he had no other comments exept to say that he  would review again.
Subject: Paralegal items

A few items to consider for the paralegals:  (1)  We need to organize the various country opinions (ISDA closeout netting,  ENA jurisdictional survey, others) so that they are accessible to the group.
We should also have a checkout process for the opinions.
We should have  access to the ECTRIC opinion database (which I believe is organized online).
I know that I can look in a particular file cabinet located near Susan for  the various volumes of opinions, but where can I find an updated listing of  all of the above?
(2)  Impress upon everyone the importance of entering information into Lotus  Notes (for ALL types of agreements).
(3) I believe that Sam is in charge of the unanimous consents (for all Enron  affiliates).
I for one would like an UPDATED book of the consents (kept  updated).
These consents must be maintained and kept current.
If Sam is out  of the office, we need access to the book.
(4)  We should create a "paralegal manual" as we go.
Each person could be  responsible for drafting sections (and you could review their drafting  skills!).
Given some time, I could probably help to identify relevant  sections.
(5)  Agreement checkout.
We need to create a "checkout card" for each file  so that when files are returned to the file cabinet, the checkout card is  retired and placed inside the file for the next checkout.
I will volunteer  my assistant to help out but I don't want to step out of turn here so I'll  wait to hear from you.
(6)  I have the sense from some of the legal-credit meetings that everyone  needs to be reminded to follow up on outstanding ISDA's (mainly the Top Ten  and high priority items).
I'll send additional items as they occur to me.
Thanks.
Sara
Subject: Cargill, Incorporated amendment

Cheryl:  I just finished a conversation with Mara Alexander re:  Cargill-Alliant,  LLC.
She was inquiring whether we could add the weather rep (for the Trade  Option Exemption) to that amendment since it was not included in the Master  Agreement between ENA and Cargill, Incorporated.
I have not actually  reviewed that master but if she is right, we should not have a problem  complying with the request.
SS
Subject: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

Paul:  John Fortunato has advised me that CP has only three (3) issues with the  draft which we delivered in November, 2000.
The credit issues are:  (1)  CP financials available online - we'll need their website address  (2)  CP Threshold for cross default is too low and wish a "higher number" but  have not given John any indication of what they want  Please let John and Stephanie know the outcome so that we can prepare  executable docs.
Thanks.
P.S.
The legal issue was governing law, Texas or NY.
CP doesn't care but  needs confirmation and possibly explanation.
Subject: Southern California Water Company

Tracy:  We can't move any further with Southern California Water Company (for  derivatives trading) as they believe that the company requires CA PUC  approval.
Does legal need to actively pursue this party for financial  trading?
Hope you're surviving!
Subject: ESA "legal entities"

Hello there!
Long time no see!
Can you please give me a call (EXT.
35620)  to discuss ESA in general?
I want to have Marie Heard available as well so  that at least two people can keep track of your activity.
Thanks.
Sara  ps  My immediate inquiry is the entity hedging South Americal risk
Subject: Bear Stearns Companies, Inc. and all affiliates ("Bear")

Clem:  I know that you sent Sheila Glover a form of ENE guaranty a few weeks ago.
Sheila forwarded it to Bear and we received Bear's form which is  unacceptable.
However, if ENE has outstanding guaranties in favor of Bear, I  would need to know since we may be able to use a previously negotiated form.
Can you let me know if ENE has ever issued such a guaranty?
Thanks.
SS
Subject: Con Ed

Janelle is set to do the Con Ed trade and will probably execute Monday.
Samantha is revising the AnnexB/B-1.
Let me know if you have any questions.
Sara
Subject: Con Edison - trade done

We have a highly negotiated Annex B and B-1 which Samantha has just revised.
She will send it to you.
It is not to be used ever again (unless we agree  once again).
I can't remember where we left off on the confirm format.
Subject: ISDA Master Agreements

All:  Do you need any of the ISDA "boilerplate" language ( the ISDA Master  Agreement and the ISDA Credit Support Annex) to attach to the draft  Schedules/Paragraph 13 which we prepare to send to our counterparties?
We do  not have the "boilerplate" in a word document.
Also, is there anything that Houston legal can do to facilitate your  transactions?
Subject: Enron/Corrugated Services

Carol:  Here's another paper & pulp master with a relatively new deal person (Steve  Klein).
The file has sat for ages and it looks like outside counsel has some  time (he's a good guy).
Please let me know.
Also, I spoke with Mark and I'd like to sit down with you to do some  brainstorming/planning, e.g., a group offsite, in-house training, form  changes.
Today is not a good day but tomorrow is fine.
How about 2 pm?
Subject: Koch Pipelines Canada, L.P. ("Koch")

I am reviewing comments from our Tuesday meeting.
Do you want to follow up with Koch?
Or do you want legal to pursue?
A draft  was sent out on 01/08/01and we have not heard back.
Subject: Eligible Contract Participant

David:  In the midst of leaving my voice mail, I think I realized my error.
I believe that a guarantor can be a "corporation,....entity" having total  asssts exceeding $10million.
However, that subpart (I) guarantor cannot be  one that falls into the subpart (III) category (which is different from the  prior law).
Subject: WTI-Brent trades

Joe:  A few questions:  1. Who trades this?
2.
What book does it sit in?
3.
What legal entity is that book?
Please let me know as we are comparing this to another product.
Thanks.
Subject: Bear Stearns Guarantee. I'll call to follow up tomorrow a.m.

Clem:  Attached to the end of this string of emails is the Bear, Stearns & Co.  ("Bear") form of guaranty.
My only issue is with Section 1.
Consents,  Waivers and Renewals of the Bear guaranty which Bear insists upon .
Although  Bear will agree to the Enron form of guaranty,  our Par.
4 Setoffs and  Counterclaims problematic in light of Bear's waiver provision.
I'd like to  discuss with you.
ENA has agreed to a Securities Lending arrangement with Bear and the ENE  guaranty (capped at $25million and restricted to ENA's arrangements with  Bear) is part of that "package".
FYI, several Enron companies have accounts with Bear.
When do you think we could discuss?
Subject: RESPONSE TO ENRON DRAFT ISDA  -  Energy New England LLC

Brant:  I haven't heard of anyone pushing this internally but there are serious  issues here because of the "agency" relationship that Energy New England has  with various municipals.
You want the municipals on the dotted line and not  the agent.
How do you want to handle?
Subject: Energy New England, LLC

Do either of you have a copy of the "Power of Attorney" which the four  municipal utilities granted to Energy New England LLC?
I seem to recall a  one or rwo paragraph document.
Thanks.
Sara
Subject: Energy New England LLC ("ENE")

Ed & Brant:  I'm being hounded by ENE but no Enron traders seem interested.
Brant  prepared a new worksheet based upon which we sent a new ISDA.
ENE  "represents" four municipal utilities and is trying to negotiate ISDA's on  behalf of those utilities.
I think the agent is off-base and I'm not sure  that any of the utilities really want to trade financial.
Ed, Shari suggested that you may have some insight into ENE.
Should I drop  this one altogether?
Or are we interested in pursuing?
Either Ed or Brant please let me know.
Thanks.
Subject: "multiple trigger" unit protection product

I received a call from Doug Sewall (midwest power) who wants to market this  product to Canadian hydro utilities.
Doug says that the product is  originating from David Hoog's group and is an "insurance" type product for  generation outage.
Please let me know if anyone is familiar with this item.
Subject: Weyerhaeuser Co.

Stephanie:  The fax that you gave to me with this file states that the CP  wants to change jurisdiction "back to New York."
I don't see a prior draft;  only a blackline against a Weyerhaeuser Company LImited document, the latter  ISDA having been executed in June, 2000.
Does his question refer to that  executed master?
If so, please let me know what we agreed to.
Thanks.
Subject: Cargill, Incorporated - WE NEED TO EXECUTE AN ISDA MASTER AGREEMENT

John and Marc:  Legal needs your help!
As you know, Cargill and ENA are  frequent trading partners.
We have never put a swap master agreement in  place.
In this day and age, we would be negligent to not execute the swap  master agreement  Cargill's legal department received a draft of our ISDA Master Agreement TWO  MONTHS AGO.
I need your help to prompt the Cargill trader(s) to put some  pressure on their legal department to negotiate the agreement with ENA.
The  Cargill traders may call PHIL FANTLE.
Would you please make some calls and let me know who you speak with and when?
You can then give me a call or drop me an voice mail (Ext.
35620).