postbot/aeslc_kw huggingface dataset:
Subject: Q&A re Antitrust Issues

Steve, Rob asked me to send the following suggested Q & A to you:  Q:  From a business standpoint are Gipper and Rockne now one company?
A:  Not until closing, which may not occur for several months.
Until that time the law [antitrust law] requires that we continue to deal with one another on a commercial level as competitors, just as we have in the past.
In general, this means that we cannot share commercial information, coordinate commercial behavior, agree on prices, etc.
We should act towards Rockne the same way that we would act toward any other competitor.
I trust this is what you needed.
If not just let me know.
Thanks.
Subject: MSN

We have just obtained from the court the citation that we need to serve on MSN.
We now have to take it to Austin to serve on MSN's registered agent.
Because of the time of day, we will not be able to do it today.
I have instructed the process server to go to Austin and serve it first thing in the morning.
Once that happens, I will let you know and we can give MSN a call.
Until then, no mention of the lawsuit.
As I said before, as negotiations proceed, please let me know if any commercial reason arises such that you believe service should be delayed.
Andy
Subject: Energy Law and Transactions: Next Update Due December 31, 2001

Authors - Thanks for your continued support in making Energy Law and  Transactions the most comprehensive energy treatise available!
1.
Please send your updates to us by December 31, 2001.
Send chapters  1-72 to Dave and 73 and higher to Bill.
If your chapter has not been  updated in the past year, it needs a review and update.
Other details are  in the attached in the Update Memo.
2.
Please print, sign and mail to Dave Muchow, Attorney at Law,  4449 N.  38th.
Street, Arlington, VA 22207, the following Contributor copyright  agreement.
Matthew Bender needs this.
Subject: New Assistant General Counsel

Katherine Tew Darras joins the ISDA New York office on November 12 as Assistant General Counsel, reporting to Kimberly Summe.
Katherine, a Canadian, has worked for four years as an associate with Salans Hertzfield Heilbronn Christy & Viener in New York, as part of the Corporate and Financial Institutions group.
Before that, she worked at Canadian Imperial Bank of Commerce in Toronto.
Please join me in welcoming Katherine to our staff.
Subject: Issuance of Letters of Credit

Jordan, in response to your questions concerning the issuance of letters of credit starting today, I think that the response needs to address two situations: the committed lc facilities [Chase and West LB] and the uncommitted facilities.
Since the uncommitted facilities involve minimal representations, they are not typically an issue [although we still need to review each circumstance individually], and unless there is a specific representation to Enron Corp.'s audited financials for the period 97-00 being prepared in accordance with GAAP, we should be able to issue letters of credit from an uncommitted facility.
However, sections 4.1(d) of each of  the West LB Facility and the Chase Facility contain a representation that Enron Corp.'s financial statements were prepared in accordance with GAAP.
This representation was false when made, and will always be false.
Thus, there is an issue with an officer being able to make the representations and warranties necessary for an issuance of a letter of credit under one of these facilities [or for an extension of an existing letter of credit].
In order to utilize the committed facilities, it will be necessary to obtain an amendment or waiver of this representation, since simply adjusting the representation on an officer's certificate gives the agent a defense to issuance on the face of the certificate.
[An amendment is preferable from Enron's perspective.]
[Note that as we previously discussed, there is not an event of default under the facilities, since that provision has a materiality qualifier.]
Subject: Good news from Brazil

Thought you could use some good news!
CUIABA  (not typically associated with "good news")  1.
GT12  is repaired and running:    Commissioning on gas is complete for purposes of the PPA which avoids a default (yippee!).
GT11 is still on schedule to be repaired by December 3, 2001.
2.
Consent signed:  Both Furnas and Electrobras (the guarantor) have now signed the consent, and aditivo #5 whereby Furnas will take on the risk associated with new regulatory issues and pass those costs through to end users.
ANEEL has approved but still must formally ratify this plan.
Thus, we are getting closer to financial close by year end.
The issues of political force majeure and the survival of the Electrobras guaranty are still under negotiation with the Brazilian government.
It is unclear at this time how the recent turn of events at Enron will impact the financing.
3.
Shell:  The mediation was temporarily suspended a day early.
The parties will consider Shell swapping its interest in Cuiaba for Enron assets GTB, TBG and Transredes.
The parties are determining whether this swap makes sense and, depending on the outcome,  will reconvene either to negotiate the swap or continue the mediation.
This dispute must be settled to close financing.
4.
Insurance:  Reservation of rights letter to be issued as a result of Siemens report that the row 3 cracks first appeared in 1999, but Siemens advised the Owner they were "normal" and thus the plant should continue to run.
We are covered for our own negligence but still no final word on coverage.
All information requested by underwriters has been provided, including Siemens' correspondence advising the Owner that the cracks were not material.
ANNEX V  Orlando Gonzales met with Brazilian officials again last week and advised that he is very close to negotiating a satisfactory agreement  on Annex V.  He requested that we not file any suits at this time.
Regards,
Subject: Pipeline Financings

Mark:.
We're slogging through all of this--it was apretty brutle weekend but progress is being made.
There are still open issues on both the NNG and TW credit facilities--but the goal is to have the TW credit agreement signed sometime today and get it funded by Wednesday, while NNG will probably close later in the week -- likely Friday--once the Dynegy issues are melded with those of the bank.
Subject: Floor Meeting for EWS Legal

Mark Haedicke will hold a floor meeting for EWS Legal in Houston this afternoon, Monday, November 12, at 2:00 p.m.
The location will be outside of conference room EB3824.
Please plan to attend.
Thank you.
Subject: York Paper Litigation

As you might recall, York filed two summonses against Enron and Eric Holzer in two separate lawsuits' connected with the parties' dealings in the paper market.
The two summonses (as allowed by Pennsylvania law) lacked any information about York's claims against Enron or Mr. Holzer.
The Enron defendants removed their suits to federal court.
Dechert is the Enron defendants' outside counsel.
We have finally received York's complaint detailing its claims against Enron and Mr. Holzer.
In a nutshell, York claims that Enron hired Holzer away from York in an effort to steal York's customer base and then, contrary to the parties' agreement and custom in the industry, proceeded to steal customers from York.
Specifically, York claims that the only reason it let Holzer out of his non-compete agreement with York is because both Holzer and Enron promised: that they would honor the allegedly established practice in the paper industry preventing competitors from usurping each other's client relationships by selling paper directly to each other's clients, and that York would get new business from Enron.
It is York's position that Holzer took confidential and proprietary information from York when he left that company, gave this information to Enron and that Enron and Holzer used this information to wrongfully steal York's customers.
York has alleged causes of action against Enron and Holzer for: 	1.
Theft of trade secrets, 	2.
Breach of contract (several counts), 	3.
Tortuous interference with contractual relations, 	4.
Tortuous interference with prospective contractual relations, 	5.
Fraudulent inducement, 	6.
Unfair competition, and  	7.
Civil conspiracy.
My initial impression is that York should be more worried about having agreements with its competitors preventing business solicitation then Enron should be worried about a predatory pricing claim; however, I don't know enough about the facts to have a firm view of the case.
We are in the process of getting more information about these claims and I'll update you again after we have talked to our folks about this.
In the meantime, please call with any questions or comments.
Subject: Mariner Board Seat

I know there is lots going on but I would like to resign from the Board of Mariner asap.
I am having trouble devoting enough time to this function and feel it would be better if I turned it over to someone else.
Dave Gorte in my group would be my recommendation as a replacement.
If Dave does not have an interest, Brad Larson could also fill in.
Any thoughts?
If you have no issues I will proceed.
Thanks, Rick
Subject: (no subject)

Hey Mark,   I spoke to Susan the other day and don't want to chase anyone out of your  condo for Thanksgiving weekend but could  you supply me with the name of the  person that manages your condo?
Perhaps he has some other deals in Breck.
Bryan and I are going to go on Friday through Sunday of T.G.
weekend.
If you could supply me with an 800 number or regular if no 800 and what you  think the lowest they would go for that time based on the fact that if  someone has not booked by now the condo will probably sit empty.
Hope to see you in December.
I am sure you are going to spend some time  chilling out (no pun intended)  Larry   p.s.
I will be in Orlando from Tuesday afternoon through Sunday but I will  call from Orlando.
Subject: BOD Materials 2

Attached is a draft of a letter of intent between ISDA and FpML.org regarding the acquisition by ISDA of the FpML language and process.
We will discuss this at the Board meeting.
<<BOD FpML 112001.doc>>  <<BOD FpML 112001-confiden.DOC>>   Proposed Media Efforts  <<BD MTG Media 1113.doc>>
Subject: ESA government negotiations

We  reached a conceptual agreement with the government representatives on Sunday night.
The main points are:         1.
Rationing losses:   Defined methodology giving distribution companies recovery over the next 36 months of rationing losses realised   from June 01 until the end of rationing in 02.
Recovery includes financial compensation.
Immediate funding of 80% through BNDES, with Brazilian government funds.
Loans liquidated over the 3 year period as tariff increases are realised.
Funding scheduled by December 15th.
Elektro Ebitda impact of approximately R$191million or US$ 73 million.
2.
April/May MAE settlement :   Market will settle under current rules due to pre-rationing conditions, confirming the procedures used on Elektro's books.
Impact of approximately R$ 18 million or US$ 7 million.
3.
Parcel  "A" for the future:  All non-controlable costs to which LDC's are subjected to including power purchases, sector charges, are passed through to final tariffs either using a tracking account mechanism or by aligning adjustment dates with  the LDC tariff revision date.
Tracking account will be subject to financial compensation from the date costs are incurred until the effective pass through and collection , eliminating a major risk for the distribution sector.
Elektro Ebitda impact  2002 forward of R$ 60 million or US$ 19 million, as had been considered in the 2002 plan.
This methodology represents major risk mitigation going forward, as the initial power supply contracts are renewed starting in 2003.
4.
Parcel A from the past:   Min Parente has agreed to the concept recovering non controllable  that were not passed through to tariffs since late 1999 using the same methodology agreed to for future recoveries and has a dedicated team from the Federal Attorney General's office targeting a final solution in ten days.
Elektro impact  is R$145 million or US$ 55 million in 2001.
The proposed mechanism for recovery is after the 36 months for the rationing losses.
We are currently finalising a memo of understanding and the government team is winding up the settlement with the generators in order to finalize the terms of the overall agreement.
Min Parente has committed to resolving the open issues affecting investors in the power sector.
These  agreements represent a major step forward, significantly improving  the value of our businesses.
By  solving the pending issues for the rationing losses, thus eliminating the Annex 5 controversy the MAE should function normally, allowing us to operate Eletrobolt and settle against the pool.
Total amounts for the sector represent about R$ 10 billion or US$3.8 billion at the current rates.
Our team has led the sector negotiations for months since the rationing, and have been instrumental in convincing the government of the need for implementing these changes.
Subject: ESA government negotiations/ corrected

Disegard previous e-mail.
We  reached a conceptual agreement with the government representatives on Sunday night.
The main points are:         1.
Rationing losses:   Defined methodology giving distribution companies recovery over the next 36 months of rationing losses realised   from June 01 until the end of rationing in 02.
Recovery includes financial compensation.
Immediate funding of 80% through BNDES, with Brazilian government funds.
Loans liquidated over the 3 year period as tariff increases are realised.
Funding scheduled by December 15th.
Elektro Ebitda impact of approximately R$163 million or US$ 63 million.
Corrected numbers in second email         2.
April/May MAE settlement :   Market will settle under current rules due to pre-rationing conditions, confirming the procedures used on Elektro's books.
Impact of approximately R$ 18 million or US$ 7 million.
3.
Parcel  "A" for the future:  All non-controlable costs to which LDC's are subjected to including power purchases, sector charges, are passed through to final tariffs either using a tracking account mechanism or by aligning adjustment dates with  the LDC tariff revision date.
Tracking account will be subject to financial compensation from the date costs are incurred until the effective pass through and collection , eliminating a major risk for the distribution sector.
Elektro Ebitda impact  2002 forward of R$ 60 million or US$ 19 million, as had been considered in the 2002 plan.
This methodology represents major risk mitigation going forward, as the initial power supply contracts are renewed starting in 2003.
4.
Parcel A from the past:   Min Parente has agreed to the concept recovering non controllable  that were not passed through to tariffs since late 1999 using the same methodology agreed to for future recoveries and has a dedicated team from the Federal Attorney General's office targeting a final solution in ten days.
Elektro impact  is R$145 million or US$ 55 million in 2001.
The proposed mechanism for recovery is after the 36 months for the rationing losses.
We are currently finalising a memo of understanding and the government team is winding up the settlement with the generators in order to finalize the terms of the overall agreement.
Min Parente has committed to resolving the open issues affecting investors in the power sector.
These  agreements represent a major step forward, significantly improving  the value of our businesses.
By  solving the pending issues for the rationing losses, thus eliminating the Annex 5 controversy the MAE should function normally, allowing us to operate Eletrobolt and settle against the pool.
Total amounts for the sector represent about R$ 10 billion or US$3.8 billion at the current rates.
Our team has led the sector negotiations for months since the rationing, and have been instrumental in convincing the government of the need for implementing these changes.
Subject: Quick question - Xcelerator legal "point person"

Mark  Although the Xcelerator has been moved to Corp, Jim Derrick asked that I continue to receive legal support from your group.
I and people in my group have worked some with Teresa Bushman and Angela Davis in Lance Schuler's group.
Would you like me to consider Lance or someone in his group as my legal "point person", or is there someone else you'd prefer?
Thanks
Subject: Retail litigation

I gather that Bob will be spending most of his time on the securities litigation.
Is it still possible to get a litigation manager to  handle EES matters.
I would hope we could use one of the EWS litigators, as we discussed earlier.
Having someone on the floor would be a definite plus as well.
I had talked to Andy but  never finalized because of the crisis situation we are in.
My main concern is that the EES business not be allocated among numerous litigators so that we do have accountability  or take a back seat to other assignments.
Thanks.
Subject: Dynegy Merger - Canadian Counsel

I am not sure if it is premature and there is an obvious business interest on their part, but Blakes has called a number of times to see if they can be involved in any Canadian matters involving the merger process and approvals.
In fairness, Blakes is the firm that understands and represents our Canadian business the best, and a number of regulatory approvals may be required.
They apparently have cleared all conflicts.
Peter.
Subject: S&P and Nasdaq Day Trading Systems

The day trading systems trade both Nasdaq and S&P futures based on  volatility and the indexes correlation with related markets, such as energies  and interest rate contracts.
Short-term market exposure is the systems key to  limiting drawdowns and unnecessary equity swings while attempting to  capture profits in the market.
Want to see how we are doing?
we'll be happy to Email you are results  everyday or see our trades LIVE via an instant message FREE for a limited  time.
For more information please respond at ie1959@excite.com  Thank you,
Subject: Draft of revised definition of Material Adverse Change/Credit  Rating Trigger

Pursuant to our discussion yesterday regarding the above, please find below for your consideration a suggested revision to MAC/Credit Rating trigger definition to used in all future master trading agreements or confirmations in which Enron Corp's credit rating is part of a MAC/Credit Rating trigger.
"Material Adverse Change" means (i) with respect to [Enron Trading Entity], Enron Corp. (or its successor or its successor's parent company) shall have long-term, senior, unsecured debt not supported by third party credit enhancement that is rated by S&P below "BBB-" [also insert Moody's as appropriate];  I understood yesterday that we may also need to consider changing the definition of Credit Support Provider in the ISDA's.
I suspect that if "Credit Support Provider" is defined as Enron Corp. in the relevant Master, then the corresponding changes noted above would also need to be made.
Your further thoughts regarding this issue are welcomed.
Please provide me your comments to the above language by tomorrow so we can start implementing a revised definition in our agreement templates.
Regards, Alan
Subject: Telecommunications Practice

Dear Lance:   As a follow-up to my prior e-mail, please find attached more detailed information about our telecommunications practice, as well as biographical information for several of our telecomm attorneys.
This is an area where we really do have unique expertise and experience, and I hope we can talk to you about being involved in the disposition of Enron Broadband.
Please give me a call if you get the chance.
My direct line is (713) 226-1143.
Bill    <<Firm Client Dev Telecom bios for Lance Schuler.DOC>>  <<telecommunications.marketing package.DOC>>
Subject: LegalOnline

Mark -  Are we still moving forward with the LegalOnline updating?
At this time, we have completed the background work on the databases (e.g., Confidentiality Agreements, Law Firms/Contacts, etc.)
and created the new look and feel.
We have not yet implemented the text of the new site and continue to have some problems with the streaming video (we cannot get the tape digitized as necessary because of flaws in the tape itself).
In light of current events, please let me know if we are to move forward with the project or not.
Thanks.
Subject: Dynegy Covenant Issues

Mark:  Mark Haedicke and Lance Schuler asked me and Pete del Vecchio to draft a letter to Dynegy to clarify certain of the covenants and to ask for their consent to certain possible transactions.
We would like your input on what we ask for and how we go about asking.
I understand Lance Schuler spoke with you today regarding having a telephone conference tomorrow on this.
Please send me an e-mail or leave me a voice mail (713 345-1549) as to what time is convenient for you.
I'm also sending this to you by fax.
Subject: negative covenants in merger agreement

Mark,  re.
the above, we are working on a significant number of divestments (very important transactions for cashflow reasons totalling potentially over 500MM US) in Europe that are likely triggers; I urgently need to address this with you guys - Michael Brown wants me to sort out a waiver letter / procedure before the weekend.
Can't get a hold of Lance.
Could you or Lance give me a shout this morning.
Thanks, Marcus
Subject: central and Eastern European Committee

Dear All,  Please find two attachments for the Central and Eastern European Committee.
If you have any difficulty at all in opening them please send me an e-mail to let me know.
Regards,
Subject: Friday Meetings on Netting Provisions - Details

Today's Meetings  1.
Lunch - Financial Services Committee Staff - Noon - Capitiol Hill Club - Upstairs Dining Room  2.
Senate Banking Committee - Friday, November 16 - 1:30 p.m. - 534 Dirksen  3.
Speaker Hastert Staff - Friday, November 16 - 2:30 p.m. - Confiriming w/Jon Dudas.
Meet at Capitol - House Side Visitors Entrance
Subject: S&P Marketscope

Attached is your Friday, November 16 edition of the S&P Marketscope.
Please feel free to contact us if there is anything we can help you with.
Thanks,
Subject: Fax-2-Email Temporary Service Interruption

November 16, 2001  Dear Enron Users:  Due to a severe storm which hit central Texas last evening CYNET is experiencing a temporary service interruption of the assigned telephone numbers of it's Inbound Fax-2-Email Service.
Our local loop carrier has advised us they are aware of the situation  and they are working to restore this connectivity.
While CYNET maintains back-up facilities for its Fax-2-Email services the problem we are faced with is that we can not place the same user telephone number within two different facilities at the same time.
Our technical team is working on future recommendations in the form of having individual back-up numbers in the event of this type of outage.
We sincerely do apologize for any inconvenience this may cause you and your users and expect to have this service restored as soon as possible.
Sincerely,